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, 2012

This report on Form N-CSR relates solely to the Registrant's Fidelity Diversified International Fund, Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund, Fidelity Emerging Markets Discovery Fund, Fidelity Global Commodity Stock Fund, Fidelity Global Equity Income Fund, Fidelity International Capital Appreciation Fund, Fidelity International Discovery Fund, Fidelity International Growth Fund, Fidelity International Small Cap Fund, Fidelity International Small Cap Opportunities Fund, Fidelity International Value Fund, Fidelity Overseas Fund, Fidelity Series Emerging Markets Fund, Fidelity Series International Growth Fund, Fidelity Series International Small Cap Fund, Fidelity Series International Value Fund, Fidelity Total Emerging Markets Fund, Fidelity Total International Equity Fund, and Fidelity Worldwide series (each, a "Fund" and collectively, the "Funds").

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, 2012

(Fidelity Cover Art)


Contents

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. © 2012 FMR LLC. All rights reserved.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Annual Report

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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

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

Diversified International

1.05%

 

 

 

Actual

 

$ 1,000.00

$ 1,022.90

$ 5.34

HypotheticalA

 

$ 1,000.00

$ 1,019.86

$ 5.33

Class K

.88%

 

 

 

Actual

 

$ 1,000.00

$ 1,024.00

$ 4.48

HypotheticalA

 

$ 1,000.00

$ 1,020.71

$ 4.47

A 5% return per year before expenses

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

Annual Report

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, 2012

Past 1
year

Past 5
years

Past 10
years

Fidelity Diversified International Fund

7.72%

-5.99%

8.49%

$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, 2002. 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.

ibd3797297

Annual Report

Fidelity Diversified International Fund


Management's Discussion of Fund Performance

Market Recap: Returns for most domestic and international equities fluctuated during the 12 months ending October 31, 2012, as investor sentiment towards risk vacillated amid a changing global economic landscape. U.S. stocks overcame bouts of volatility to post strong gains for the past year, extending an uptrend that began in March 2009. The broad-based S&P 500® Index advanced 15.21%, while the blue-chip-laden Dow Jones Industrial AverageSM and technology-heavy Nasdaq Composite® Index rose 12.56% and 12.21%, respectively. Performance outside of the U.S. was relatively weak, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, hampered in part by a stronger U.S. dollar. International developed-markets generally struggled during the period as macroeconomic concerns ebbed and flowed, finishing with only a modest gain. The MSCI® EAFE® Index rose 4.76% for the year, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gain, advancing roughly 10%. A number of core European components, including Germany (+11%) and Switzerland (+10%), and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which helped the region outpace the index overall. Elsewhere, Japan was among the few benchmark constituents to finish in the red, returning about -3%. Emerging-markets stocks gained 2.98% for the year, as measured by the MSCI Emerging Markets Index. A general uptrend in the final five months of the period lifted the index into positive territory for the full 12 months.

Comments from William Bower, Portfolio Manager of Fidelity® Diversified International Fund: For the year, the fund's Retail Class shares returned 7.72%, solidly outperforming the 4.76% gain of the MSCI® EAFE® Index. Stock selection in information technology, consumer staples, health care and consumer discretionary helped relative performance. Geographically, the fund benefited from security selection in Europe - particularly Spain and France - and Japan. Top individual contributors included Danish pharmaceuticals firm Novo Nordisk, U.S. consumer electronics giant Apple, Belgian brewer Anheuser-Busch InBev, South Korean snack maker Orion, Spanish online retailer Inditex, South Korea's Samsung Electronics and not owning Spanish telecommunications company and index component Telefonica. Conversely, stock selection in energy and an underweighting in financials hurt. Among the main detractors were Canadian energy exploration and production companies Niko Resources and Petrominerales, Japanese Internet retailer Rakuten, Australian gold firm Newcrest Mining and Chinese search engine company Baidu, which is listed in the Cayman Islands. Some of the stocks mentioned in this review were not in the index, and Niko was not held 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 Diversified International Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

ibd3797299

United Kingdom

16.5%

 

ibd3797301

Japan

14.0%

 

ibd3797303

United States of America

10.0%

 

ibd3797305

Germany

8.9%

 

ibd3797307

France

8.4%

 

ibd3797309

Switzerland

5.3%

 

ibd3797311

Australia

4.3%

 

ibd3797313

Spain

3.3%

 

ibd3797315

Canada

3.3%

 

jmcw

Other

26.0%

 

ibd3797319

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

As of April 30, 2012

ibd3797299

United Kingdom

17.7%

 

ibd3797301

Japan

15.3%

 

ibd3797303

United States of America

8.8%

 

ibd3797305

Germany

8.6%

 

ibd3797307

France

7.5%

 

ibd3797309

Switzerland

4.7%

 

ibd3797311

Australia

3.9%

 

ibd3797313

Canada

3.6%

 

ibd3797315

Denmark

3.2%

 

jmcw

Other

26.7%

 

ibd3797331

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

94.7

95.6

Short-Term Investments and Net Other Assets (Liabilities)

5.3

4.4

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.6

2.7

Sanofi SA (France, Pharmaceuticals)

2.6

2.0

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

2.3

2.6

Anheuser-Busch InBev SA NV (Belgium, Beverages)

2.2

1.7

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

2.1

2.1

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

2.0

1.8

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

1.9

1.4

Nestle SA (Switzerland, Food Products)

1.8

1.6

Inditex SA (Spain, Specialty Retail)

1.7

1.2

ORIX Corp. (Japan, Diversified Financial Services)

1.5

1.4

 

20.7

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

15.2

16.0

Financials

14.9

15.0

Consumer Staples

13.8

12.1

Health Care

12.5

10.8

Information Technology

10.6

11.0

Materials

8.2

8.7

Industrials

7.5

7.8

Energy

6.8

9.2

Telecommunication Services

4.7

4.7

Utilities

0.5

0.3

Annual Report

Fidelity Diversified International Fund


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 93.3%

Shares

Value

Australia - 4.3%

Australia & New Zealand Banking Group Ltd.

6,023,852

$ 159,140,367

BHP Billiton Ltd. sponsored ADR (d)

6,546,864

463,125,159

CSL Ltd.

1,727,496

85,178,293

Iluka Resources Ltd.

2,498,732

25,730,583

Newcrest Mining Ltd.

3,231,215

88,650,521

Origin Energy Ltd.

3,253,432

38,365,277

Spark Infrastructure Group unit

15,030,146

26,367,453

Telstra Corp. Ltd.

13,908,276

59,771,192

TOTAL AUSTRALIA

946,328,845

Bailiwick of Guernsey - 0.6%

Resolution Ltd.

40,590,837

142,994,060

Bailiwick of Jersey - 1.4%

Experian PLC

9,017,072

155,698,910

Randgold Resources Ltd. sponsored ADR

484,800

57,977,232

Shire PLC

1,558,700

43,829,970

WPP PLC

3,752,709

48,504,824

TOTAL BAILIWICK OF JERSEY

306,010,936

Belgium - 2.3%

Anheuser-Busch InBev SA NV

5,709,430

477,486,248

Anheuser-Busch InBev SA NV (strip VVPR)

5,250,900

6,806

UCB SA

410,500

23,943,131

TOTAL BELGIUM

501,436,185

Bermuda - 0.2%

Assured Guaranty Ltd.

2,994,300

41,590,827

Brazil - 1.1%

Anhanguera Educacional Participacoes SA

2,501,300

43,842,485

BR Malls Participacoes SA

724,200

9,520,268

Estacio Participacoes SA

2,338,265

44,553,731

Kroton Educacional SA unit (a)

1,279,200

25,570,774

Qualicorp SA (a)

4,596,000

47,158,189

Souza Cruz SA

3,313,300

43,230,078

Tractebel Energia SA

1,894,800

32,652,076

TOTAL BRAZIL

246,527,601

British Virgin Islands - 0.2%

Camelot Information Systems, Inc. ADR (a)

1,810,103

2,371,235

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

1,047,500

34,934,125

TOTAL BRITISH VIRGIN ISLANDS

37,305,360

Canada - 3.3%

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

769,500

37,798,919

ARC Resources Ltd. (d)

867,500

21,063,204

Canadian Natural Resources Ltd.

2,709,500

81,658,022

Catamaran Corp. (a)

500,600

23,507,524

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

1,238,000

32,389,427

Fairfax Financial Holdings Ltd. (sub. vtg.)

161,600

59,949,353

 

Shares

Value

Franco-Nevada Corp.

853,100

$ 49,123,185

Goldcorp, Inc.

1,829,000

82,682,703

Painted Pony Petroleum Ltd. (a)(e)(f)

2,485,600

26,878,078

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

3,983,070

43,070,995

Penn West Petroleum Ltd.

1,779,000

23,102,508

Petrobank Energy & Resources Ltd. (a)

2,895,100

39,770,485

Petrominerales Ltd.

1,377,875

11,050,592

Suncor Energy, Inc.

3,662,400

122,917,295

Tourmaline Oil Corp. (a)

1,416,200

46,793,091

TransForce, Inc.

265,900

4,853,424

Turquoise Hill Resources Ltd. (a)

2,681,541

20,969,047

TOTAL CANADA

727,577,852

Cayman Islands - 1.5%

Baidu.com, Inc. sponsored ADR (a)

1,158,900

123,561,918

Haitian International Holdings Ltd.

6,743,000

8,326,464

Hengan International Group Co. Ltd.

9,291,500

84,642,022

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

1,697,800

17,640,142

Sands China Ltd.

23,448,800

88,197,176

TOTAL CAYMAN ISLANDS

322,367,722

Curacao - 0.4%

Schlumberger Ltd.

1,136,200

78,999,986

Denmark - 3.0%

Novo Nordisk A/S Series B

3,675,339

589,213,858

William Demant Holding A/S (a)

957,003

82,308,893

TOTAL DENMARK

671,522,751

France - 8.4%

Alstom SA

575,549

19,657,043

Arkema SA

862,900

78,671,621

AXA SA

4,419,200

70,253,259

BNP Paribas SA

5,146,376

258,881,145

Bureau Veritas SA

853,700

90,657,451

Dassault Aviation SA (d)

35,665

32,151,011

Edenred SA

1,660,790

48,057,531

Essilor International SA

1,576,620

142,127,930

JCDecaux SA

1,418,600

30,026,271

LVMH Moet Hennessy - Louis Vuitton SA

669,860

108,877,176

PPR SA

1,015,600

178,565,583

Publicis Groupe SA

1,516,800

81,716,804

Sanofi SA

6,424,876

564,280,639

Schneider Electric SA

784,600

49,053,032

Vivendi SA

5,276,023

107,945,995

TOTAL FRANCE

1,860,922,491

Germany - 7.5%

adidas AG

1,561,780

133,057,315

Allianz AG

1,025,209

127,115,366

BASF AG

3,028,956

250,987,987

Bayer AG

3,101,862

270,135,947

Brenntag AG

181,900

22,926,244

Common Stocks - continued

Shares

Value

Germany - continued

CompuGROUP Holding AG

1,457,200

$ 26,442,497

Deutsche Post AG

2,678,237

53,095,016

ElringKlinger AG

1,020,828

28,341,792

Fresenius Medical Care AG & Co. KGaA

893,700

62,795,180

Fresenius SE & Co. KGaA

1,254,800

143,123,994

GFK AG

1,496,500

68,141,256

Linde AG

1,151,929

193,726,193

SAP AG

3,980,256

290,252,414

TOTAL GERMANY

1,670,141,201

Hong Kong - 1.3%

AIA Group Ltd.

35,967,000

142,474,810

Galaxy Entertainment Group Ltd. (a)

24,081,000

82,807,034

Henderson Land Development Co. Ltd.

8,337,400

57,769,741

TOTAL HONG KONG

283,051,585

India - 1.9%

Apollo Hospitals Enterprise Ltd.

150,707

2,184,628

Bajaj Auto Ltd.

1,103,493

37,253,784

HDFC Bank Ltd.

12,995,695

152,595,202

Housing Development Finance Corp. Ltd. 

7,489,994

106,123,907

ITC Ltd.

11,354,613

59,627,281

Mahindra & Mahindra Financial Services Ltd.

2,167,276

34,908,832

Shriram Transport Finance Co. Ltd.

1,982,796

23,037,727

TOTAL INDIA

415,731,361

Ireland - 0.6%

Accenture PLC Class A

1,065,300

71,811,873

CRH PLC

29,251

544,470

Elan Corp. PLC sponsored ADR (a)

2,930,000

31,644,000

Ryanair Holdings PLC sponsored ADR

687,400

22,168,650

TOTAL IRELAND

126,168,993

Isle of Man - 0.0%

3Legs Resources PLC (a)(e)

6,268,300

4,046,188

Italy - 1.6%

ENI SpA

4,415,600

101,607,051

Fiat Industrial SpA

6,028,692

65,286,715

Prada SpA

7,151,000

58,314,876

Prysmian SpA

343,100

6,599,483

Saipem SpA

2,745,899

123,358,302

TOTAL ITALY

355,166,427

Japan - 14.0%

ABC-Mart, Inc.

1,076,900

47,214,706

Aozora Bank Ltd.

10,536,000

29,695,603

Calbee, Inc. (d)

1,087,800

99,881,924

Credit Saison Co. Ltd.

3,753,200

82,417,131

Denso Corp.

1,061,700

33,235,479

Don Quijote Co. Ltd.

3,234,900

127,442,822

Fanuc Corp.

701,400

111,672,228

 

Shares

Value

Fast Retailing Co. Ltd.

294,300

$ 65,547,463

Hitachi Ltd.

41,642,000

220,650,957

Honda Motor Co. Ltd.

6,828,800

205,295,907

Hoya Corp.

2,862,600

57,947,658

Itochu Corp.

6,655,500

66,613,359

Japan Tobacco, Inc.

10,242,400

283,035,629

JS Group Corp.

2,436,300

53,865,332

JSR Corp.

5,086,800

87,169,515

Keyence Corp.

714,210

189,489,762

Mitsubishi UFJ Financial Group, Inc.

16,874,900

76,341,508

Nintendo Co. Ltd.

200,200

25,780,483

Nitto Denko Corp.

950,300

43,092,647

ORIX Corp.

3,347,600

343,859,700

Rakuten, Inc.

26,046,300

234,263,351

Seven & i Holdings Co., Ltd.

5,480,100

169,009,221

Seven Bank Ltd.

12,099,900

34,558,151

SHIMANO, Inc.

1,070,100

67,425,817

SMC Corp.

714,100

112,531,354

Softbank Corp.

5,406,000

171,125,666

Unicharm Corp.

798,300

43,200,000

Yahoo! Japan Corp.

65,755

22,626,705

TOTAL JAPAN

3,104,990,078

Korea (South) - 2.9%

AMOREPACIFIC Corp.

47,406

53,913,937

Hyundai Motor Co.

380,453

78,336,364

LG Household & Health Care Ltd.

59,599

35,038,302

NHN Corp.

472,201

109,353,915

Orion Corp.

136,504

128,200,992

Samsung Electronics Co. Ltd.

200,615

241,035,356

TOTAL KOREA (SOUTH)

645,878,866

Mexico - 0.6%

America Movil SAB de CV Series L sponsored ADR

2,983,200

75,445,128

Fomento Economico Mexicano SAB de CV sponsored ADR

168,085

15,230,182

Mexichem SAB de CV

9,739,300

48,265,097

TOTAL MEXICO

138,940,407

Netherlands - 2.7%

AEGON NV

25,624,900

143,311,255

ASML Holding NV (Netherlands)

1,802,100

99,065,525

D.E. Master Blenders 1753 NV (a)

7,368,227

90,050,038

Gemalto NV

600,000

54,142,778

Heineken NV (Bearer)

901,800

55,597,210

NXP Semiconductors NV (a)

2,449,083

59,414,754

Randstad Holding NV

364,500

11,898,570

Unilever NV (Certificaten Van Aandelen) (Bearer)

2,550,400

93,739,027

TOTAL NETHERLANDS

607,219,157

Common Stocks - continued

Shares

Value

Norway - 1.0%

DnB NOR ASA

3,663,309

$ 45,748,794

Telenor ASA

9,296,600

182,791,444

TOTAL NORWAY

228,540,238

Russia - 0.1%

Sberbank (Savings Bank of the Russian Federation)

9,564,100

27,998,140

Singapore - 0.2%

Avago Technologies Ltd.

613,700

20,270,511

United Overseas Bank Ltd.

2,086,000

31,243,827

TOTAL SINGAPORE

51,514,338

South Africa - 0.7%

Foschini Ltd.

78,971

1,146,588

Life Healthcare Group Holdings Ltd.

6,906,900

26,119,985

Nampak Ltd.

6,576,500

21,920,023

Naspers Ltd. Class N

982,699

63,798,111

Shoprite Holdings Ltd.

605,000

12,440,993

Tiger Brands Ltd.

899,000

28,575,066

TOTAL SOUTH AFRICA

154,000,766

Spain - 3.3%

Amadeus IT Holding SA Class A

2,634,200

65,213,480

Banco Bilbao Vizcaya Argentaria SA

7,668,545

64,078,018

Grifols SA ADR

2,728,831

68,657,388

Inditex SA

2,996,351

382,313,432

Prosegur Compania de Seguridad SA (Reg.)

17,924,093

97,575,715

Repsol YPF SA

2,810,006

56,162,559

TOTAL SPAIN

734,000,592

Sweden - 1.2%

ASSA ABLOY AB (B Shares)

687,400

22,913,679

Atlas Copco AB (A Shares)

945,100

23,239,580

H&M Hennes & Mauritz AB (B Shares)

669,105

22,646,817

Svenska Handelsbanken AB (A Shares)

2,160,300

73,997,823

Swedbank AB (A Shares)

4,213,700

78,138,537

Swedish Match Co. AB

1,552,600

52,901,084

TOTAL SWEDEN

273,837,520

Switzerland - 5.3%

Kuehne & Nagel International AG

378,820

44,215,327

Nestle SA

6,315,075

400,752,639

Roche Holding AG (participation certificate)

421,264

81,014,047

Schindler Holding AG (Reg.)

766,553

99,183,546

SGS SA (Reg.)

21,720

45,991,453

Syngenta AG (Switzerland)

570,230

222,326,709

UBS AG

12,221,701

183,369,444

Zurich Financial Services AG

403,865

99,524,340

TOTAL SWITZERLAND

1,176,377,505

 

Shares

Value

Taiwan - 0.5%

HIWIN Technologies Corp.

120,400

$ 774,913

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

6,221,700

98,925,030

TOTAL TAIWAN

99,699,943

United Kingdom - 16.5%

Aggreko PLC

652,600

22,642,365

Babcock International Group PLC

1,375,600

21,710,373

Barclays PLC

41,612,242

153,871,043

Barratt Developments PLC (a)

4,833,700

14,789,527

BG Group PLC

4,475,579

82,877,793

British American Tobacco PLC sponsored ADR

1,809,400

179,781,984

Capita Group PLC

4,091,300

47,734,885

Compass Group PLC

2,313,400

25,386,095

Diageo PLC

1,817,649

51,963,917

Domino's Pizza UK & IRL PLC

3,501,400

28,562,692

Filtrona PLC

3,799,388

35,132,134

GlaxoSmithKline PLC

12,955,500

290,299,915

Hikma Pharmaceuticals PLC

2,465,284

29,419,914

HSBC Holdings PLC sponsored ADR

8,373,200

413,301,152

IMI PLC

770,400

11,866,659

Imperial Tobacco Group PLC

3,167,193

119,598,750

Inchcape PLC

8,759,127

56,822,866

InterContinental Hotel Group PLC

2,038,600

50,438,619

Kingfisher PLC

4,968,500

23,211,869

London Stock Exchange Group PLC

1,389,500

21,873,691

Meggitt PLC

8,046,700

50,123,498

National Grid PLC

3,094,757

35,294,341

Next PLC

3,481,200

200,330,267

Persimmon PLC

1,032,600

13,247,548

PZ Cussons PLC Class L (d)

2,710,800

14,807,864

Reckitt Benckiser Group PLC

4,305,687

260,561,340

Rolls-Royce Group PLC

14,222,900

196,126,591

Rolls-Royce Group PLC Class C

1,080,940,400

1,744,368

Royal Dutch Shell PLC Class B sponsored ADR (d)

7,285,137

514,549,226

Serco Group PLC

4,949,706

45,249,686

Standard Chartered PLC (United Kingdom)

2,001,219

47,263,252

Taylor Wimpey PLC

51,652,000

50,928,937

Tesco PLC

5,203,800

26,859,827

Travis Perkins PLC

1,369,800

23,873,559

Vodafone Group PLC sponsored ADR

16,222,400

441,573,728

Whitbread PLC

1,318,845

50,014,724

TOTAL UNITED KINGDOM

3,653,834,999

United States of America - 4.7%

Allergan, Inc.

486,500

43,746,080

Apple, Inc.

207,800

123,661,780

Beam, Inc.

601,200

33,402,672

Common Stocks - continued

Shares

Value

United States of America - continued

Cognizant Technology Solutions Corp. Class A (a)

560,400

$ 37,350,660

Cummins, Inc.

369,900

34,615,242

D.R. Horton, Inc.

535,300

11,219,888

Facebook, Inc. Class B (a)(g)

1,288,142

24,479,207

Freeport-McMoRan Copper & Gold, Inc.

551,500

21,442,320

Gilead Sciences, Inc. (a)

933,600

62,700,576

Las Vegas Sands Corp.

966,900

44,902,836

MasterCard, Inc. Class A

225,360

103,875,185

McGraw-Hill Companies, Inc.

1,285,000

71,034,800

Noble Energy, Inc.

769,828

73,141,358

Polycom, Inc. (a)

2,852,000

28,577,040

PriceSmart, Inc.

298,900

24,805,711

Virgin Media, Inc. (d)

1,142,600

37,408,724

ViroPharma, Inc. (a)

1,170,500

29,555,125

Visa, Inc. Class A

886,800

123,052,368

VMware, Inc. Class A (a)

275,000

23,311,750

Workday, Inc.

239,850

11,632,725

Yum! Brands, Inc.

1,174,800

82,365,228

TOTAL UNITED STATES OF AMERICA

1,046,281,275

TOTAL COMMON STOCKS

(Cost $17,413,567,380)


20,681,004,195

Nonconvertible Preferred Stocks - 1.4%

 

 

 

 

Germany - 1.4%

Henkel AG & Co. KGaA

757,300

60,474,799

ProSiebenSat.1 Media AG

2,050,900

57,152,892

Volkswagen AG

919,826

190,280,303

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $185,494,906)


307,907,994

Master Notes - 0.0%

 

Principal Amount

 

Canada - 0.0%

OZ Optics Ltd. 5% 11/5/14 (g)
(Cost $183,060)

$ 180,662


180,662

Money Market Funds - 6.7%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)

1,164,258,182

$ 1,164,258,182

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

315,781,287

315,781,287

TOTAL MONEY MARKET FUNDS

(Cost $1,480,039,469)


1,480,039,469

TOTAL INVESTMENT
PORTFOLIO - 101.4%

(Cost $19,079,284,815)

22,469,132,320

NET OTHER ASSETS (LIABILITIES) - (1.4)%

(314,058,785)

NET ASSETS - 100%

$ 22,155,073,535

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 $26,878,078 or 0.1% 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 $24,659,869 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

$ 185,227

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

$ 1,367,879

Fidelity Securities Lending Cash Central Fund

15,556,493

Total

$ 16,924,372

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

3Legs Resources PLC

$ 13,837,749

$ -

$ 109,582

$ -

$ 4,046,188

HiSoft Technology International Ltd. ADR

21,372,832

-

439,582

-

17,640,142

Painted Pony Petroleum Ltd.

30,395,209

-

-

-

26,878,078

Painted Pony Petroleum Ltd. Class A

44,553,022

3,256,743

498,801

-

43,070,995

Schweitzer-Mauduit International, Inc.

113,092,492

-

110,115,959

598,416

-

Total

$ 223,251,304

$ 3,256,743

$ 111,163,924

$ 598,416

$ 91,635,403

Other Information

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

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

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 3,394,535,553

$ 3,090,296,203

$ 304,239,350

$ -

Consumer Staples

3,036,614,462

2,413,425,270

623,189,192

-

Energy

1,489,412,010

1,387,804,959

101,607,051

-

Financials

3,336,946,273

2,563,379,803

773,566,470

-

Health Care

2,769,387,703

1,218,968,141

1,550,419,562

-

Industrials

1,724,693,256

1,724,693,256

-

-

Information Technology

2,312,818,763

1,899,021,617

413,797,146

-

Materials

1,791,537,146

1,568,665,967

222,871,179

-

Telecommunication Services

1,038,653,153

1,038,653,153

-

-

Utilities

94,313,870

59,019,529

35,294,341

-

Master Notes

180,662

-

-

180,662

Money Market Funds

1,480,039,469

1,480,039,469

-

-

Total Investments in Securities:

$ 22,469,132,320

$ 18,443,967,367

$ 4,024,984,291

$ 180,662

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

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 3,771,433,057

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, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $309,743,462) - See accompanying schedule:

Unaffiliated issuers (cost $17,486,695,145)

$ 20,897,457,448

 

Fidelity Central Funds (cost $1,480,039,469)

1,480,039,469

 

Other affiliated issuers (cost $112,550,201)

91,635,403

 

Total Investments (cost $19,079,284,815)

 

$ 22,469,132,320

Foreign currency held at value (cost $2,562)

2,562

Receivable for investments sold
Regular delivery

 

18,145,561

Delayed delivery

 

3,659,139

Receivable for fund shares sold

20,336,178

Dividends receivable

57,001,656

Interest receivable

26,988

Distributions receivable from Fidelity Central Funds

349,490

Other receivables

2,236,967

Total assets

22,570,890,861

 

 

 

Liabilities

Payable for investments purchased

$ 40,876,867

Payable for fund shares redeemed

38,788,247

Accrued management fee

15,853,686

Other affiliated payables

2,878,721

Other payables and accrued expenses

1,638,518

Collateral on securities loaned, at value

315,781,287

Total liabilities

415,817,326

 

 

 

Net Assets

$ 22,155,073,535

Net Assets consist of:

 

Paid in capital

$ 21,443,322,870

Undistributed net investment income

320,513,134

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

(2,999,563,657)

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

3,390,801,188

Net Assets

$ 22,155,073,535

 

 

 

Diversified International:
Net Asset Value
, offering price and redemption price per share ($13,269,769,305 ÷ 456,467,556 shares)

$ 29.07

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($8,885,304,230 ÷ 305,725,561 shares)

$ 29.06

Statement of Operations

  

Year ended October 31, 2012

 

  

  

Investment Income

  

  

Dividends (including $598,416 earned from other affiliated issuers)

 

$ 598,692,833

Interest

 

10,226

Income from Fidelity Central Funds

 

16,924,372

Income before foreign taxes withheld

 

615,627,431

Less foreign taxes withheld

 

(41,147,575)

Total income

 

574,479,856

 

 

 

Expenses

Management fee
Basic fee

$ 161,089,886

Performance adjustment

12,019,269

Transfer agent fees

35,456,624

Accounting and security lending fees

2,401,416

Custodian fees and expenses

2,567,810

Independent trustees' compensation

152,451

Appreciation in deferred trustee compensation account

38

Registration fees

224,871

Audit

197,504

Legal

142,881

Miscellaneous

274,157

Total expenses before reductions

214,526,907

Expense reductions

(2,425,924)

212,100,983

Net investment income (loss)

362,378,873

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

499,550,522

Other affiliated issuers

25,672,181

 

Foreign currency transactions

(2,542,356)

Total net realized gain (loss)

 

522,680,347

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $8,309)

779,239,745

Assets and liabilities in foreign currencies

(1,792,174)

Total change in net unrealized appreciation (depreciation)

 

777,447,571

Net gain (loss)

1,300,127,918

Net increase (decrease) in net assets resulting from operations

$ 1,662,506,791

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

Annual Report

Fidelity Diversified International Fund
Financial Statements - continued

Statement of Changes in Net Assets

  

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 362,378,873

$ 581,959,099

Net realized gain (loss)

522,680,347

1,881,502,446

Change in net unrealized appreciation (depreciation)

777,447,571

(3,646,283,921)

Net increase (decrease) in net assets resulting from operations

1,662,506,791

(1,182,822,376)

Distributions to shareholders from net investment income

(460,432,289)

(554,171,382)

Distributions to shareholders from net realized gain

-

(93,780,346)

Total distributions

(460,432,289)

(647,951,728)

Share transactions - net increase (decrease)

(4,619,314,396)

(7,417,526,738)

Redemption fees

414,440

964,713

Total increase (decrease) in net assets

(3,416,825,454)

(9,247,336,129)

 

 

 

Net Assets

Beginning of period

25,571,898,989

34,819,235,118

End of period (including undistributed net investment income of $320,513,134 and undistributed net investment income of $418,909,977, respectively)

$ 22,155,073,535

$ 25,571,898,989

Financial Highlights - Diversified International

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 27.49

$ 29.49

$ 26.86

$ 21.96

$ 45.41

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .42

.53 E

.37

.35

.55

Net realized and unrealized gain (loss)

  1.65

(1.99)

2.61

4.86

(20.96)

Total from investment operations

  2.07

(1.46)

2.98

5.21

(20.41)

Distributions from net investment income

  (.49)

(.46)

(.35)

(.31)

(.47)

Distributions from net realized gain

  -

(.08)

-

-

(2.57)

Total distributions

  (.49)

(.54)

(.35)

(.31)

(3.04)

Redemption fees added to paid in capital B,G

-

-

-

-

-

Net asset value, end of period

$ 29.07

$ 27.49

$ 29.49

$ 26.86

$ 21.96

Total Return A

  7.72%

(5.07)%

11.15%

24.32%

(48.04)%

Ratios to Average Net Assets C,F

 

 

 

 

 

Expenses before reductions

  1.01%

.90%

.98%

1.01%

1.04%

Expenses net of fee waivers, if any

  1.01%

.89%

.98%

1.01%

1.04%

Expenses net of all reductions

  .99%

.87%

.96%

.99%

1.02%

Net investment income (loss)

  1.53%

1.78% E

1.34%

1.58%

1.53%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 13,269,769

$ 17,285,369

$ 26,527,229

$ 30,998,270

$ 28,274,961

Portfolio turnover rate D

  35%

45%

57%

54%

49%

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 large, non-recurring dividend which amounted to $.10 per share. Excluding this non-recurring 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,

2012

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 27.51

$ 29.51

$ 26.89

$ 21.98

$ 38.39

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .47

.58 G

.42

.42

.16

Net realized and unrealized gain (loss)

  1.63

(1.97)

2.61

4.85

(16.57)

Total from investment operations

  2.10

(1.39)

3.03

5.27

(16.41)

Distributions from net investment income

  (.55)

(.53)

(.41)

(.36)

-

Distributions from net realized gain

  -

(.08)

-

-

-

Total distributions

  (.55)

(.61)

(.41)

(.36)

-

Redemption fees added to paid in capital D,J

-

-

-

-

-

Net asset value, end of period

$ 29.06

$ 27.51

$ 29.51

$ 26.89

$ 21.98

Total Return B,C

  7.86%

(4.87)%

11.33%

24.64%

(42.75)%

Ratios to Average Net Assets E,I

 

 

 

 

 

Expenses before reductions

  .84%

.73%

.79%

.77%

.88% A

Expenses net of fee waivers, if any

  .84%

.72%

.79%

.77%

.88% A

Expenses net of all reductions

  .83%

.70%

.77%

.76%

.87% A

Net investment income (loss)

  1.70%

1.95% G

1.54%

1.81%

1.45% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,885,304

$ 8,115,192

$ 7,697,405

$ 4,713,909

$ 932,275

Portfolio turnover rate F

  35%

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 large, non-recurring dividend which amounted to $.10 per share. Excluding this non-recurring 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.

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

Annual Report

Fidelity Diversified International Fund


Notes to Financial Statements

For the period ended October 31, 2012

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 and Class K shares, each of which has equal rights as to assets and voting privileges. The Fund offered Class F shares during the period June 26, 2009 through December 16, 2011 and all outstanding shares were redeemed by December 16, 2011. 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 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, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

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

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

3. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Annual Report

Fidelity Diversified International Fund

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 third party pricing vendors or from brokers who make markets in such securities. For master notes, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

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

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

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

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

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

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

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 under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), redemptions in kind, 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

$ 4,187,321,081

Gross unrealized depreciation

(944,082,744)

Net unrealized appreciation (depreciation) on securities and other investments

$ 3,243,238,337

 

 

Tax Cost

$ 19,225,893,983

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

Undistributed ordinary income

$ 371,274,366

Capital loss carryforward

$ (2,902,796,078)

Net unrealized appreciation (depreciation)

$ 3,244,192,020

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

Fiscal year of expiration

 

2017

$ (2,283,224,226)

2018

(619,571,852)

Total capital loss carryforward

$ (2,902,796,078)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 460,432,289

$ 647,951,728

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.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The 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.

Annual Report

Fidelity Diversified International Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $7,594,576,057 and $12,604,465,054, respectively.

Securities delivered through in-kind redemptions totaled $323,156,811. Realized gain of $94,833,623 on securities delivered through in-kind redemptions is included in the accompanying Statement of Operations as realized gain or loss on investment securities and is not taxable to the fund.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Diversified International as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .76% 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 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

$ 31,220,100

.22

Class K

4,236,524

.05

 

$ 35,456,624

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $25,599 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $63,578 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

Annual Report

7. Security Lending - continued

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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $15,556,493, including $12,266 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $2,425,551 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 $373.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012A

2011

From net investment income

 

 

Diversified International

$ 294,773,906

$ 404,459,076

Class K

163,061,175

139,574,930

Class F

2,597,208

10,137,376

Total

$ 460,432,289

$ 554,171,382

From net realized gain

 

 

Diversified International

$ -

$ 71,011,904

Class K

-

21,272,351

Class F

-

1,496,091

Total

$ -

$ 93,780,346

A All Class F shares were redeemed on December 16, 2011.

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012A

2011

2012A

2011

Diversified International

 

 

 

 

Shares sold

68,919,981

95,789,996

$ 1,874,276,249

$ 2,861,192,033

Reinvestment of distributions

10,773,340

15,446,133

281,938,317

459,413,511

Shares redeemed

(251,932,423)

(382,099,741)

(6,875,660,945)

(11,334,070,882)

Net increase (decrease)

(172,239,102)

(270,863,612)

$ (4,719,446,379)

$ (8,013,465,338)

Class K

 

 

 

 

Shares sold

107,189,633

125,231,374

$ 2,919,697,004

$ 3,707,928,503

Reinvestment of distributions

6,242,771

5,413,899

163,061,175

160,847,281

Shares redeemed

(102,745,898)

(96,416,162)

(2,820,922,083)

(2,871,502,023)

Net increase (decrease)

10,686,506

34,229,111

$ 261,836,096

$ 997,273,761

Class F

 

 

 

 

Shares sold

439,287

13,012,404

$ 11,548,416

$ 389,423,461

Reinvestment of distributions

99,472

391,673

2,597,208

11,633,466

Shares redeemed

(6,767,017)

(27,320,491)

(175,849,737)

(802,392,088)

Net increase (decrease)

(6,228,258)

(13,916,414)

$ (161,704,113)

$ (401,335,161)

A All Class F shares were redeemed on December 16, 2011.

Annual Report

Fidelity Diversified International Fund

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.

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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Diversified International Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the 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 14, 2012

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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

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

Actual

1.21%

$ 1,000.00

$ 1,006.90

$ 6.10

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,019.05

$ 6.14

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

Annual Report

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, 2012

Past 1
year

Past 5
years

Past 10 years

Fidelity International Capital Appreciation Fund

11.57%

-3.61%

7.07%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity International Capital Appreciation Fund on October 31, 2002. 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.

ibd3797333

Annual Report

Fidelity International Capital Appreciation Fund


Management's Discussion of Fund Performance

Market Recap: Returns for most domestic and international equities fluctuated during the 12 months ending October 31, 2012, as investor sentiment towards risk vacillated amid a changing global economic landscape. U.S. stocks overcame bouts of volatility to post strong gains for the past year, extending an uptrend that began in March 2009. The broad-based S&P 500® Index advanced 15.21%, while the blue-chip-laden Dow Jones Industrial AverageSM and technology-heavy Nasdaq Composite® Index rose 12.56% and 12.21%, respectively. Performance outside of the U.S. was relatively weak, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, hampered in part by a stronger U.S. dollar. International developed-markets generally struggled during the period as macroeconomic concerns ebbed and flowed, finishing with only a modest gain. The MSCI® EAFE® Index rose 4.76% for the year, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gain, advancing roughly 10%. A number of core European components, including Germany (+11%) and Switzerland (+10%), and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which helped the region outpace the index overall. Elsewhere, Japan was among the few benchmark constituents to finish in the red, returning about -3%. Emerging-markets stocks gained 2.98% for the year, as measured by the MSCI Emerging Markets Index. A general uptrend in the final five months of the period lifted the index into positive territory for the full 12 months.

Comments from Sammy Simnegar, Portfolio Manager of Fidelity® International Capital Appreciation Fund: For the year, the fund returned 11.57%, handily outpacing the MSCI index. Stock selection in consumer staples, consumer discretionary and materials meaningfully lifted relative performance. Within staples, a large overweighting in food, beverage and tobacco also helped. Geographically, the fund was aided by a sizable out-of-benchmark stake in the United States and by stock picking in Brazil, Indonesia and Italy. Our U.S. holdings also benefited from an appreciating dollar. Three of the four biggest relative contributors were Indonesian stocks: Global Mediacom, Ace Hardware Indonesia, and Tower Bersama Infrastructure, a cellular tower operator. Thailand-based big-box discount retailer Siam Makro - which I sold - contributed as well. All of the contributors I've mentioned were non-benchmark holdings. Conversely, financials and health care detracted. Geographically, Australia hurt. Not owning strong-performing South Korean benchmark component Samsung Electronics during the period's first half hampered results, as did overweightings in Australia's Iluka Resources and Fortescue Metals Group, the latter of which I sold.

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, 2012

ibd3797299

United States of America

16.1%

 

ibd3797301

United Kingdom

13.6%

 

ibd3797303

France

8.6%

 

ibd3797305

Japan

6.9%

 

ibd3797307

Germany

5.5%

 

ibd3797309

Switzerland

5.3%

 

ibd3797311

India

4.4%

 

ibd3797313

Indonesia

3.8%

 

ibd3797315

Brazil

3.8%

 

jmcw

Other

32.0%

 

ibd3797345

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

As of April 30, 2012

ibd3797299

United States of America

17.4%

 

ibd3797301

United Kingdom

15.6%

 

ibd3797303

Japan

9.2%

 

ibd3797305

France

7.8%

 

ibd3797307

Switzerland

4.9%

 

ibd3797309

Indonesia

4.6%

 

ibd3797311

Germany

3.8%

 

ibd3797313

Brazil

3.7%

 

ibd3797315

India

3.5%

 

jmcw

Other

29.5%

 

ibd3797357

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

99.9

98.7

Short-Term Investments and Net Other Assets (Liabilities)

0.1

1.3

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

1.7

1.7

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

1.5

1.6

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

1.3

0.0

Unilever PLC (United Kingdom, Food Products)

1.0

1.0

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

1.0

1.4

BASF AG (Germany, Chemicals)

0.8

0.8

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

0.8

0.8

Diageo PLC sponsored ADR (United Kingdom, Beverages)

0.8

0.8

Anheuser-Busch InBev SA NV (Belgium, Beverages)

0.8

0.8

SAP AG (Germany, Software)

0.8

0.7

 

10.5

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

19.4

19.6

Consumer Staples

19.4

21.1

Industrials

17.2

13.8

Financials

12.1

12.7

Information Technology

11.1

8.8

Materials

10.3

11.2

Health Care

5.4

2.8

Energy

3.3

7.0

Telecommunication Services

1.8

1.7

Annual Report

Fidelity International Capital Appreciation Fund


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 99.3%

Shares

Value

Australia - 1.6%

ALS Ltd.

303,420

$ 2,919,727

Coca-Cola Amatil Ltd.

192,730

2,690,852

Iluka Resources Ltd.

302,626

3,116,278

Orica Ltd.

111,050

2,895,719

TOTAL AUSTRALIA

11,622,576

Austria - 0.4%

Andritz AG

49,300

2,969,442

Bailiwick of Jersey - 0.5%

Experian PLC

215,400

3,719,339

Belgium - 1.2%

Anheuser-Busch InBev SA NV

67,859

5,675,127

Umicore SA

61,248

3,143,312

TOTAL BELGIUM

8,818,439

Bermuda - 0.8%

Credicorp Ltd. (NY Shares)

25,760

3,331,798

Jardine Matheson Holdings Ltd.

45,600

2,808,960

TOTAL BERMUDA

6,140,758

Brazil - 3.8%

BR Malls Participacoes SA

219,400

2,884,213

CCR SA

318,800

2,803,362

Cielo SA

124,000

3,067,871

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

103,300

4,213,607

Iguatemi Empresa de Shopping Centers SA

204,800

2,601,531

Itau Unibanco Holdings SA sponsored ADR

275,800

4,021,164

Multiplan Empreendimentos Imobiliarios SA

96,400

2,824,057

Qualicorp SA (a)

247,000

2,534,394

Souza Cruz SA

202,800

2,646,021

TOTAL BRAZIL

27,596,220

Canada - 0.6%

Canadian National Railway Co.

51,200

4,421,014

Cayman Islands - 0.8%

Baidu.com, Inc. sponsored ADR (a)

25,600

2,729,472

Sands China Ltd.

846,000

3,182,031

TOTAL CAYMAN ISLANDS

5,911,503

Chile - 0.8%

Embotelladora Andina SA Class A

561,722

2,825,246

Parque Arauco SA

1,185,960

2,708,864

TOTAL CHILE

5,534,110

 

Shares

Value

Denmark - 1.2%

FLSmidth & Co. A/S

49,000

$ 2,894,698

Novo Nordisk A/S Series B sponsored ADR

34,540

5,536,417

TOTAL DENMARK

8,431,115

Finland - 0.8%

Kone Oyj (B Shares)

45,500

3,258,359

Nokian Tyres PLC

68,300

2,832,865

TOTAL FINLAND

6,091,224

France - 8.6%

Air Liquide SA

35,710

4,211,982

Bollore

8,210

2,433,154

Bureau Veritas SA

29,600

3,143,330

Casino Guichard Perrachon SA

31,960

2,791,213

Christian Dior SA

22,412

3,217,212

Dassault Systemes SA

26,100

2,750,001

Edenred SA

95,200

2,754,759

Essilor International SA

35,430

3,193,916

Eurofins Scientific SA

16,442

2,542,438

Hermes International SCA

8,777

2,395,851

L'Oreal SA

30,500

3,884,866

LVMH Moet Hennessy - Louis Vuitton SA

29,620

4,814,352

Pernod Ricard SA

35,400

3,809,724

PPR SA

20,100

3,534,037

Publicis Groupe SA

58,900

3,173,207

Remy Cointreau SA

29,041

3,012,072

Schneider Electric SA

66,694

4,169,695

Technip SA

29,000

3,266,428

Vivendi SA

197,605

4,042,945

TOTAL FRANCE

63,141,182

Germany - 4.9%

adidas AG

39,100

3,331,161

BASF AG

75,291

6,238,828

Bayerische Motoren Werke AG (BMW)

53,361

4,250,119

Brenntag AG

21,200

2,671,998

Fresenius Medical Care AG & Co. KGaA sponsored ADR

46,700

3,286,746

Henkel AG & Co. KGaA

57,400

3,713,999

Hugo Boss AG

28,700

2,872,918

Linde AG

22,800

3,834,401

SAP AG

77,323

5,638,629

TOTAL GERMANY

35,838,799

Hong Kong - 1.0%

AIA Group Ltd.

1,104,200

4,374,029

Galaxy Entertainment Group Ltd. (a)

884,000

3,039,800

TOTAL HONG KONG

7,413,829

India - 4.4%

Asian Paints India Ltd.

37,322

2,685,269

Bajaj Auto Ltd.

82,827

2,796,229

Bosch Ltd. (a)

15,678

2,592,792

Common Stocks - continued

Shares

Value

India - continued

Colgate-Palmolive (India)

107,544

$ 2,569,623

HDFC Bank Ltd.

305,582

3,588,138

Housing Development Finance Corp. Ltd.

245,828

3,483,077

ITC Ltd.

638,373

3,352,333

Page Industries Ltd.

41,630

2,594,012

Smithkline Beecham Consumer Healthcare Ltd.

50,975

2,877,262

Titan Industries Ltd.

577,037

2,780,888

TTK Prestige Ltd. (a)

43,331

2,581,700

TOTAL INDIA

31,901,323

Indonesia - 3.8%

PT ACE Hardware Indonesia Tbk

4,090,500

2,981,091

PT Bank Central Asia Tbk

3,326,500

2,839,894

PT Bank Rakyat Indonesia Tbk

3,754,000

2,892,190

PT Global Mediacom Tbk

11,762,500

2,786,005

PT Jasa Marga Tbk

4,464,000

2,695,585

PT Mitra Adiperkasa Tbk

3,540,500

2,414,386

PT Modern Internasional Tbk (a)

37,010,500

2,851,396

PT Modern Internasional Tbk rights 11/8/12 (a)

11,103,150

219,635

PT Semen Gresik (Persero) Tbk

1,856,500

2,879,931

PT Surya Citra Media Tbk

12,197,500

2,476,317

PT Tower Bersama Infrastructure Tbk (a)

5,786,500

3,012,220

TOTAL INDONESIA

28,048,650

Ireland - 0.7%

Accenture PLC Class A

38,408

2,589,083

Dragon Oil PLC

287,200

2,572,253

TOTAL IRELAND

5,161,336

Israel - 0.4%

Check Point Software Technologies Ltd. (a)

58,400

2,600,552

Italy - 2.0%

Fiat Industrial SpA

265,218

2,872,134

Pirelli & C SpA (d)

248,860

2,882,073

Prada SpA

363,000

2,960,187

Saipem SpA

69,763

3,134,072

Salvatore Ferragamo Italia SpA

116,700

2,370,255

TOTAL ITALY

14,218,721

Japan - 6.9%

Daihatsu Motor Co. Ltd.

168,000

2,942,052

Daito Trust Construction Co. Ltd.

26,100

2,635,175

Fanuc Corp.

26,300

4,187,310

Fast Retailing Co. Ltd.

14,800

3,296,305

Hitachi Ltd.

704,000

3,730,327

Japan Tobacco, Inc.

141,500

3,910,172

Kansai Paint Co. Ltd.

264,000

2,840,737

Keyence Corp.

12,170

3,228,869

Komatsu Ltd.

176,500

3,696,705

 

Shares

Value

Kubota Corp.

299,000

$ 3,056,295

Nabtesco Corp.

147,000

2,736,340

Rakuten, Inc.

312,000

2,806,163

SMC Corp.

20,400

3,214,731

Sysmex Corp.

58,300

2,742,284

Unicharm Corp.

52,900

2,862,683

USS Co. Ltd.

24,960

2,623,254

TOTAL JAPAN

50,509,402

Korea (South) - 1.3%

Samsung Electronics Co. Ltd.

7,946

9,546,978

Mexico - 1.3%

Fomento Economico Mexicano SAB de CV sponsored ADR

36,400

3,298,204

Grupo Mexico SA de CV Series B

1,079,700

3,459,922

Grupo Televisa SA de CV (CPO) sponsored ADR

127,000

2,870,200

TOTAL MEXICO

9,628,326

Netherlands - 2.5%

ASML Holding NV (Netherlands)

68,500

3,765,600

Core Laboratories NV (d)

27,625

2,863,608

Heineken Holding NV (A Shares)

67,500

3,425,238

Kweichow Moutai Co. Ltd. (BNP Paribas Warrant Program) warrants 8/20/13 (a)(e)

72,500

2,875,009

LyondellBasell Industries NV Class A

49,000

2,616,110

Yandex NV (a)

104,400

2,430,432

TOTAL NETHERLANDS

17,975,997

Nigeria - 0.7%

Guaranty Trust Bank PLC

21,879,249

2,758,240

Nigerian Breweries PLC

3,014,181

2,325,982

TOTAL NIGERIA

5,084,222

Panama - 0.4%

Intergroup Financial Services Corp.

85,276

2,728,832

Philippines - 2.3%

Alliance Global Group, Inc.

7,659,800

2,773,183

International Container Terminal Services, Inc.

1,575,610

2,721,857

Metropolitan Bank & Trust Co.

1,185,900

2,741,131

Security Bank Corp.

682,800

2,689,667

SM Investments Corp.

156,290

3,053,549

SM Prime Holdings, Inc.

8,540,925

3,013,222

TOTAL PHILIPPINES

16,992,609

Portugal - 0.4%

Jeronimo Martins SGPS SA

155,405

2,719,281

Russia - 1.4%

Magnit OJSC GDR (Reg. S)

87,305

3,099,328

Common Stocks - continued

Shares

Value

Russia - continued

NOVATEK OAO GDR (Reg. S)

26,400

$ 3,009,600

Sberbank (Savings Bank of the Russian Federation)

1,377,200

4,031,643

TOTAL RUSSIA

10,140,571

Singapore - 0.4%

Jardine Cycle & Carriage Ltd.

70,000

2,825,709

South Africa - 1.7%

Mr Price Group Ltd.

187,400

2,895,081

Nampak Ltd.

777,500

2,591,472

Naspers Ltd. Class N

60,600

3,934,232

Shoprite Holdings Ltd.

151,100

3,107,164

TOTAL SOUTH AFRICA

12,527,949

Spain - 1.0%

Amadeus IT Holding SA Class A

123,200

3,049,997

Inditex SA

31,579

4,029,260

TOTAL SPAIN

7,079,257

Sweden - 2.2%

ASSA ABLOY AB (B Shares)

97,194

3,239,849

Atlas Copco AB (A Shares)

164,300

4,040,062

Elekta AB (B Shares)

220,000

3,134,376

Getinge AB (B Shares)

88,200

2,712,660

Swedish Match Co. AB

86,800

2,957,500

TOTAL SWEDEN

16,084,447

Switzerland - 5.3%

Compagnie Financiere Richemont SA Series A

69,162

4,485,541

Dufry AG (a)

22,290

2,829,033

Nestle SA

192,733

12,230,769

Schindler Holding AG (Reg.)

25,510

3,300,714

SGS SA (Reg.)

1,540

3,260,904

Swatch Group AG (Bearer)

8,770

3,629,290

Syngenta AG (Switzerland)

12,060

4,702,068

UBS AG

300,310

4,505,729

TOTAL SWITZERLAND

38,944,048

Taiwan - 0.8%

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

376,700

5,989,530

Thailand - 1.6%

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

2,383,200

3,088,758

Home Product Center PCL (For. Reg.)

6,930,240

2,575,961

Kasikornbank PCL (For. Reg.)

511,400

3,001,369

Siam Commercial Bank PCL (For. Reg.)

527,900

2,771,174

TOTAL THAILAND

11,437,262

Turkey - 1.2%

Coca-Cola Icecek A/S

146,018

2,834,826

 

Shares

Value

TAV Havalimanlari Holding A/S

589,475

$ 2,926,821

Turkiye Garanti Bankasi A/S

694,909

3,318,505

TOTAL TURKEY

9,080,152

United Kingdom - 13.6%

Aggreko PLC

85,700

2,973,415

AMEC PLC

153,510

2,625,904

Antofagasta PLC

158,800

3,221,232

BHP Billiton PLC ADR (d)

172,988

11,067,772

British American Tobacco PLC (United Kingdom)

143,500

7,117,544

Burberry Group PLC

179,600

3,379,412

Diageo PLC sponsored ADR

49,700

5,677,728

Halma PLC

377,600

2,512,968

IMI PLC

199,100

3,066,786

Imperial Tobacco Group PLC

122,514

4,626,343

InterContinental Hotel Group PLC ADR

101,640

2,502,377

Intertek Group PLC

69,400

3,157,118

Johnson Matthey PLC

81,851

2,970,638

Meggitt PLC

470,300

2,929,534

Prudential PLC

330,298

4,536,182

Reckitt Benckiser Group PLC

70,300

4,254,248

Rexam PLC

413,100

2,977,881

Rolls-Royce Group PLC

282,900

3,901,048

Rolls-Royce Group PLC Class C

22,131,200

35,714

Rotork PLC

75,600

2,779,149

SABMiller PLC

103,300

4,425,061

Spectris PLC

104,400

2,911,257

Standard Chartered PLC (United Kingdom)

225,581

5,327,599

The Weir Group PLC

101,400

2,850,509

Unilever PLC

202,700

7,561,357

TOTAL UNITED KINGDOM

99,388,776

United States of America - 16.0%

Allergan, Inc.

28,931

2,601,476

Altria Group, Inc.

75,890

2,413,302

American Tower Corp.

36,242

2,728,660

Apple, Inc.

4,566

2,717,227

Caterpillar, Inc.

32,500

2,756,325

Citrix Systems, Inc. (a)

35,900

2,218,979

Coach, Inc.

42,400

2,376,520

Colgate-Palmolive Co.

24,750

2,597,760

Crown Castle International Corp. (a)

40,100

2,676,675

Cummins, Inc.

30,500

2,854,190

Danaher Corp.

45,731

2,365,665

Deere & Co.

29,400

2,511,936

EMC Corp. (a)

107,507

2,625,321

Estee Lauder Companies, Inc. Class A

43,216

2,662,970

FMC Corp.

46,500

2,488,680

FMC Technologies, Inc. (a)

59,600

2,437,640

Freeport-McMoRan Copper & Gold, Inc.

68,020

2,644,618

Google, Inc. Class A (a)

3,540

2,406,386

Common Stocks - continued

Shares

Value

United States of America - continued

Intuitive Surgical, Inc. (a)

4,760

$ 2,580,967

Joy Global, Inc.

46,030

2,874,574

KLA-Tencor Corp.

56,000

2,605,120

Limited Brands, Inc.

53,200

2,547,748

Lorillard, Inc.

23,903

2,772,987

MasterCard, Inc. Class A

5,700

2,627,301

McGraw-Hill Companies, Inc.

48,185

2,663,667

Mead Johnson Nutrition Co. Class A

40,758

2,513,138

Mettler-Toledo International, Inc. (a)

16,000

2,709,920

Monsanto Co.

26,138

2,249,698

Moody's Corp.

56,480

2,720,077

National Oilwell Varco, Inc.

35,050

2,583,185

NIKE, Inc. Class B

27,200

2,485,536

Oceaneering International, Inc.

45,700

2,391,481

Oracle Corp.

84,600

2,626,830

Perrigo Co.

22,779

2,619,813

Philip Morris International, Inc.

31,958

2,830,200

QUALCOMM, Inc.

41,900

2,454,293

Rockwood Holdings, Inc.

57,200

2,625,480

SBA Communications Corp. Class A (a)

42,100

2,805,123

Starbucks Corp.

53,500

2,455,650

The Coca-Cola Co.

65,600

2,439,008

TJX Companies, Inc.

57,015

2,373,534

Union Pacific Corp.

21,080

2,593,472

Visa, Inc. Class A

19,540

2,711,370

Waters Corp. (a)

32,600

2,667,006

Yum! Brands, Inc.

41,730

2,925,690

TOTAL UNITED STATES OF AMERICA

116,537,198

TOTAL COMMON STOCKS

(Cost $642,233,041)


724,800,678

Nonconvertible Preferred Stocks - 0.6%

 

 

 

 

Germany - 0.6%

Volkswagen AG
(Cost $3,298,287)

21,800


4,509,669

Money Market Funds - 0.6%

Shares

Value

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)
(Cost $4,498,563)

4,498,563

$ 4,498,563

TOTAL INVESTMENT PORTFOLIO - 100.5%

(Cost $650,029,891)

733,808,910

NET OTHER ASSETS (LIABILITIES) - (0.5)%

(3,293,955)

NET ASSETS - 100%

$ 730,514,955

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 $2,875,009 or 0.4% 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

$ 4,921

Fidelity Securities Lending Cash Central Fund

239,091

Total

$ 244,012

Other Information

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

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

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 141,892,403

$ 141,672,768

$ 219,635

$ -

Consumer Staples

141,813,496

121,459,468

20,354,028

-

Energy

24,884,171

24,884,171

-

-

Financials

87,931,169

72,426,111

15,505,058

-

Health Care

38,862,413

38,862,413

-

-

Industrials

126,393,311

126,393,311

-

-

Information Technology

79,534,393

70,130,164

9,404,229

-

Materials

75,462,028

70,759,960

4,702,068

-

Telecommunication Services

12,536,963

12,536,963

-

-

Money Market Funds

4,498,563

4,498,563

-

-

Total Investments in Securities:

$ 733,808,910

$ 683,623,892

$ 50,185,018

$ -

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

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 63,866,161

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, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $4,348,416) - See accompanying schedule:

Unaffiliated issuers (cost $645,531,328)

$ 729,310,347

 

Fidelity Central Funds (cost $4,498,563)

4,498,563

 

Total Investments (cost $650,029,891)

 

$ 733,808,910

Foreign currency held at value (cost $291,356)

292,579

Receivable for investments sold

9,953,063

Receivable for fund shares sold

905,757

Dividends receivable

1,659,020

Distributions receivable from Fidelity Central Funds

9,956

Other receivables

355,764

Total assets

746,985,049

 

 

 

Liabilities

Payable to custodian bank

$ 203,203

Payable for investments purchased

9,597,204

Payable for fund shares redeemed

1,093,912

Accrued management fee

534,225

Other affiliated payables

168,242

Other payables and accrued expenses

374,745

Collateral on securities loaned, at value

4,498,563

Total liabilities

16,470,094

 

 

 

Net Assets

$ 730,514,955

Net Assets consist of:

 

Paid in capital

$ 782,772,613

Undistributed net investment income

6,291,641

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

(142,002,629)

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

83,453,330

Net Assets, for 55,694,391 shares outstanding

$ 730,514,955

Net Asset Value, offering price and redemption price per share ($730,514,955 ÷ 55,694,391 shares)

$ 13.12

Statement of Operations

  

Year ended October 31, 2012

 

  

  

Investment Income

  

  

Dividends

 

$ 15,469,805

Interest

 

13,785

Income from Fidelity Central Funds

 

244,012

Income before foreign taxes withheld

 

15,727,602

Less foreign taxes withheld

 

(1,170,699)

Total income

 

14,556,903

 

 

 

Expenses

Management fee
Basic fee

$ 4,681,875

Performance adjustment

1,100,288

Transfer agent fees

1,579,917

Accounting and security lending fees

329,261

Custodian fees and expenses

245,144

Independent trustees' compensation

4,313

Registration fees

40,862

Audit

81,524

Legal

3,265

Interest

605

Miscellaneous

6,273

Total expenses before reductions

8,073,327

Expense reductions

(224,157)

7,849,170

Net investment income (loss)

6,707,733

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

2,762,262

Foreign currency transactions

(605,090)

Total net realized gain (loss)

 

2,157,172

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $210,208)

62,801,966

Assets and liabilities in foreign currencies

54,747

Total change in net unrealized appreciation (depreciation)

 

62,856,713

Net gain (loss)

65,013,885

Net increase (decrease) in net assets resulting from operations

$ 71,721,618

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

Annual Report

Statement of Changes in Net Assets

  

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 6,707,733

$ 6,324,489

Net realized gain (loss)

2,157,172

25,569,213

Change in net unrealized appreciation (depreciation)

62,856,713

(54,391,377)

Net increase (decrease) in net assets resulting from operations

71,721,618

(22,497,675)

Distributions to shareholders from net investment income

(5,617,060)

(7,380,589)

Distributions to shareholders from net realized gain

(424,819)

(4,973,519)

Total distributions

(6,041,879)

(12,354,108)

Share transactions
Proceeds from sales of shares

234,885,779

171,547,780

Reinvestment of distributions

4,397,051

9,861,670

Cost of shares redeemed

(130,029,260)

(218,161,559)

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

109,253,570

(36,752,109)

Redemption fees

13,254

43,769

Total increase (decrease) in net assets

174,946,563

(71,560,123)

 

 

 

Net Assets

Beginning of period

555,568,392

627,128,515

End of period (including undistributed net investment income of $6,291,641 and undistributed net investment income of $5,512,022, respectively)

$ 730,514,955

$ 555,568,392

Other Information

Shares

Sold

19,239,728

13,689,530

Issued in reinvestment of distributions

382,352

769,704

Redeemed

(10,649,285)

(17,394,486)

Net increase (decrease)

8,972,795

(2,935,252)

Financial Highlights

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.89

$ 12.63

$ 10.78

$ 7.42

$ 19.30

Income from Investment Operations

 

 

 

 

 

Net investment income (loss)B

  .12

.13 E

.12

.13

.19

Net realized and unrealized gain (loss)

  1.24

(.62)

1.92

3.26

(9.54)

Total from investment operations

  1.36

(.49)

2.04

3.39

(9.35)

Distributions from net investment income

  (.12)

(.15)

(.07)

(.03)

(.14)

Distributions from net realized gain

  (.01)

(.10)

(.12)

-

(2.39)

Total distributions

  (.13)

(.25)

(.19)

(.03)

(2.53)

Redemption fees added to paid in capital B,G

-

-

-

-

-

Net asset value, end of period

$ 13.12

$ 11.89

$ 12.63

$ 10.78

$ 7.42

Total ReturnA

  11.57%

(4.03)%

19.12%

45.95%

(55.30)%

Ratios to Average Net AssetsC,F

 

 

 

 

 

Expenses before reductions

  1.22%

1.16%

1.04%

.84%

.89%

Expenses net of fee waivers, if any

  1.22%

1.16%

1.04%

.84%

.89%

Expenses net of all reductions

  1.19%

1.09%

.87%

.72%

.72%

Net investment income (loss)

  1.01%

1.02%E

1.07%

1.49%

1.39%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 730,515

$ 555,568

$ 627,129

$ 456,330

$ 204,743

Portfolio turnover rateD

  127%

254%

480%

387%

387%

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 large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .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

Fidelity International Capital Appreciation Fund


Notes to Financial Statements

For the period ended October 31, 2012

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, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

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

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

3. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

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

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

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

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

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

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

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

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

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), equity-debt classifications, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

Annual Report

Fidelity International Capital Appreciation Fund

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:

Gross unrealized appreciation

$ 92,462,364

Gross unrealized depreciation

(14,222,349)

Net unrealized appreciation (depreciation) on securities and other investments

$ 78,240,015

 

 

Tax Cost

$ 655,568,895

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

Undistributed ordinary income

$ 6,291,654

Capital loss carryforward

$ (136,463,626)

Net unrealized appreciation (depreciation)

$ 78,178,856

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

Fiscal year of expiration

 

 

 

2016

$ (107,720,846)

2017

(28,474,110)

Total with expiration

(136,194,956)

No expiration

 

Short-term

(268,670)

Long-term

(-)

Total no expiration

(268,670)

Total capital loss carryforward

$ (136,463,626)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 6,041,879

$ 12,354,108

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.

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

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $955,909,372 and $835,057,626, 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 an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the 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 .87% 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 .24% 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 each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $4,393 for the period.

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

Borrower or Lender

Average Loan
Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 4,667,636

.42%

$ 605

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,756 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 $239,091. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $224,157 for the period.

Annual Report

Fidelity International Capital Appreciation Fund

Notes to Financial Statements - continued

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, VIP FundsManager 60% Portfolio was the owner of record of approximately 10% of the total outstanding shares of the Fund. Mutual Funds managed by FMR or its affiliates, were the owners of record, in aggregate, of approximately 31% 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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Capital Appreciation Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the 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 14, 2012

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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

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

Overseas

.87%

 

 

 

Actual

 

$ 1,000.00

$ 1,034.30

$ 4.45

HypotheticalA

 

$ 1,000.00

$ 1,020.76

$ 4.42

Class K

.71%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.40

$ 3.63

HypotheticalA

 

$ 1,000.00

$ 1,021.57

$ 3.61

A 5% return per year before expenses

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

Annual Report

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, 2012

Past 1
year

Past 5
years

Past 10
years

Fidelity Overseas Fund

10.37%

-8.15%

7.09%

$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, 2002. 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.

ibd3797359

Annual Report

Fidelity Overseas Fund


Management's Discussion of Fund Performance

Market Recap: Returns for most domestic and international equities fluctuated during the 12 months ending October 31, 2012, as investor sentiment towards risk vacillated amid a changing global economic landscape. U.S. stocks overcame bouts of volatility to post strong gains for the past year, extending an uptrend that began in March 2009. The broad-based S&P 500® Index advanced 15.21%, while the blue-chip-laden Dow Jones Industrial AverageSM and technology-heavy Nasdaq Composite® Index rose 12.56% and 12.21%, respectively. Performance outside of the U.S. was relatively weak, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, hampered in part by a stronger U.S. dollar. International developed-markets generally struggled during the period as macroeconomic concerns ebbed and flowed, finishing with only a modest gain. The MSCI® EAFE® Index rose 4.76% for the year, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gain, advancing roughly 10%. A number of core European components, including Germany (+11%) and Switzerland (+10%), and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which helped the region outpace the index overall. Elsewhere, Japan was among the few benchmark constituents to finish in the red, returning about -3%. Emerging-markets stocks gained 2.98% for the year, as measured by the MSCI Emerging Markets Index. A general uptrend in the final five months of the period lifted the index into positive territory for the full 12 months.

Comments from Vincent Montemaggiore, who became Portfolio Manager of Fidelity® Overseas Fund on January 12, 2012: For the year, the fund's Retail Class shares returned 10.37%, well ahead of the 4.76% gain of the MSCI® EAFE® Index. Versus the index, the fund was particularly helped by stock selection in consumer staples, materials and industrials, and by a sizable overweighting in the strong-performing food, beverage and tobacco segment of consumer staples. Geographically, the fund was aided by solid picks in France, the United Kingdom and Mexico, as well as positioning in Japan and an overweighting in Germany. An out-of-benchmark stake in Mexican cement/building materials producer CEMEX was the fund's top contributor. CEMEX started to outperform soon after I began managing the fund, and I took this opportunity to exit the position. A large overweighting in French spirits maker Pernod Ricard also lifted performance, as did a non-index position in Calbee, a Japanese manufacturer of potato chips. Conversely, the largest relative detractor was Japanese automaker Mazda Motor, which I sold shortly after taking over the fund. An overweighted stake in French consumer goods producer Christian Dior 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 Overseas Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

ibd3797299

United Kingdom

26.7%

 

ibd3797301

Japan

14.6%

 

ibd3797303

Germany

14.1%

 

ibd3797305

France

8.9%

 

ibd3797307

Switzerland

8.9%

 

ibd3797309

United States of America

5.6%

 

ibd3797311

Sweden

3.2%

 

ibd3797313

Australia

3.0%

 

ibd3797315

Italy

2.7%

 

jmcw

Other

12.3%

 

ibd3797371

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

As of April 30, 2012

ibd3797299

United Kingdom

28.6%

 

ibd3797301

Japan

14.6%

 

ibd3797303

Germany

13.3%

 

ibd3797305

France

11.1%

 

ibd3797307

Switzerland

8.6%

 

ibd3797309

Italy

3.5%

 

ibd3797311

Australia

3.0%

 

ibd3797313

United States of America

2.5%

 

ibd3797315

Sweden

2.3%

 

jmcw

Other

12.5%

 

ibd3797383

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

97.7

98.5

Short-Term Investments and Net Other Assets (Liabilities)

2.3

1.5

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

2.8

2.6

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

2.5

2.8

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

2.0

1.8

Sanofi SA (France, Pharmaceuticals)

1.9

1.6

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.8

2.1

GlaxoSmithKline PLC (United Kingdom, Pharmaceuticals)

1.8

1.9

Diageo PLC (United Kingdom, Beverages)

1.6

1.3

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

1.5

1.7

Bayer AG (Germany, Pharmaceuticals)

1.5

1.2

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.5

1.2

 

18.9

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Staples

15.5

16.7

Financials

14.9

14.2

Consumer Discretionary

14.8

14.3

Industrials

14.6

16.3

Health Care

11.5

9.7

Materials

10.0

10.5

Information Technology

7.3

7.4

Energy

6.1

6.5

Telecommunication Services

3.0

2.9

Annual Report

Fidelity Overseas Fund


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 95.2%

Shares

Value

Australia - 3.0%

Australia & New Zealand Banking Group Ltd.

1,001,167

$ 26,449,203

BHP Billiton Ltd.

625,052

22,130,245

Orica Ltd.

327,401

8,537,248

TOTAL AUSTRALIA

57,116,696

Bailiwick of Jersey - 1.7%

Experian PLC

957,900

16,540,179

WPP PLC

1,266,133

16,365,127

TOTAL BAILIWICK OF JERSEY

32,905,306

Belgium - 1.5%

Anheuser-Busch InBev SA NV

338,012

28,268,335

Brazil - 0.3%

Qualicorp SA (a)

513,000

5,263,740

Canada - 0.3%

Constellation Software, Inc.

49,300

5,654,877

Cayman Islands - 0.7%

China Medical System Holdings Ltd.

6,358,875

3,667,611

Lifestyle International Holdings Ltd.

1,306,500

2,791,677

Shenzhou International Group Holdings Ltd.

3,194,000

6,223,108

TOTAL CAYMAN ISLANDS

12,682,396

Denmark - 1.1%

Novo Nordisk A/S Series B

137,200

21,995,289

Finland - 0.5%

Nokian Tyres PLC

210,600

8,735,014

France - 8.9%

ALTEN

155,300

4,884,353

BNP Paribas SA

294,071

14,792,825

Bureau Veritas SA

141,100

14,983,913

Christian Dior SA

106,197

15,244,432

Eurofins Scientific SA

73,500

11,365,356

Ipsos SA

272,657

9,580,793

JCDecaux SA

311,500

6,593,249

Pernod Ricard SA

149,524

16,091,673

PPR SA

95,400

16,773,490

Sanofi SA

417,284

36,649,000

VINCI SA

232,900

10,307,465

Vivendi SA

586,264

11,994,802

TOTAL FRANCE

169,261,351

Germany - 11.6%

adidas AG

187,200

15,948,680

Allianz AG

135,843

16,843,134

BASF AG

278,346

23,064,548

Bayer AG

332,097

28,921,769

Bayerische Motoren Werke AG (BMW)

148,773

11,849,534

Brenntag AG

125,900

15,868,137

Deutsche Boerse AG

187,492

10,148,422

Deutsche Post AG

757,816

15,023,410

 

Shares

Value

Fresenius SE & Co. KGaA

161,500

$ 18,420,884

GEA Group AG

323,522

10,101,733

Linde AG

88,707

14,918,341

Pfeiffer Vacuum Technology AG

58,589

5,976,488

SAP AG

339,871

24,784,430

Software AG (Bearer)

226,100

9,058,470

TOTAL GERMANY

220,927,980

Greece - 0.1%

Metka SA

219,083

1,990,591

Hong Kong - 0.1%

City Telecom (HK) Ltd. (CTI)

7,267,000

1,666,537

Ireland - 1.8%

Accenture PLC Class A

136,200

9,181,242

DCC PLC (Ireland)

389,100

11,117,998

Kerry Group PLC Class A

260,664

13,639,394

TOTAL IRELAND

33,938,634

Italy - 2.7%

ENI SpA

999,600

23,001,723

Pirelli & C SpA (d)

714,300

8,272,380

Prysmian SpA

510,200

9,813,629

Saipem SpA

249,473

11,207,465

TOTAL ITALY

52,295,197

Japan - 14.6%

ABC-Mart, Inc.

303,200

13,293,248

Air Water, Inc.

629,000

7,879,243

Aozora Bank Ltd.

2,574,000

7,254,791

Asahi Group Holdings

311,200

7,090,978

Credit Saison Co. Ltd.

324,000

7,114,769

Daito Trust Construction Co. Ltd.

92,300

9,319,028

Don Quijote Co. Ltd.

203,800

8,028,949

Fanuc Corp.

100,100

15,937,254

Fast Retailing Co. Ltd.

30,800

6,859,877

GMO Internet, Inc.

574,800

4,017,768

Hitachi Ltd.

2,750,000

14,571,590

Honda Motor Co. Ltd. sponsored ADR

571,700

17,242,472

Hoya Corp.

487,700

9,872,519

Japan Tobacco, Inc.

571,500

15,792,672

JSR Corp.

344,300

5,900,068

Kansai Paint Co. Ltd.

638,000

6,865,113

Keyence Corp.

51,890

13,767,133

Misumi Group, Inc.

233,500

5,730,007

Mitsubishi Corp.

137,200

2,449,079

Nakanishi, Inc.

34,300

3,738,068

Nitori Holdings Co. Ltd.

64,000

5,227,108

NuFlare Technology, Inc.

458

3,482,475

Obic Co. Ltd.

25,590

5,266,738

ORIX Corp.

142,310

14,617,838

Rakuten, Inc.

1,019,000

9,165,001

Seven Bank Ltd.

4,241,900

12,115,160

Shinsei Bank Ltd.

5,435,000

7,965,614

Ship Healthcare Holdings, Inc.

179,600

5,991,166

Common Stocks - continued

Shares

Value

Japan - continued

SMC Corp.

62,400

$ 9,833,296

Unicharm Corp.

171,400

9,275,310

USS Co. Ltd.

114,590

12,043,218

TOTAL JAPAN

277,707,550

Netherlands - 1.0%

AEGON NV

1,186,993

6,638,444

Akzo Nobel NV

229,175

12,466,986

TOTAL NETHERLANDS

19,105,430

Norway - 1.2%

DnB NOR ASA

1,114,600

13,919,548

Telenor ASA

448,400

8,816,523

TOTAL NORWAY

22,736,071

South Africa - 0.3%

Coronation Fund Managers Ltd.

1,665,500

6,425,236

Spain - 1.7%

Amadeus IT Holding SA Class A

614,400

15,210,372

Banco Bilbao Vizcaya Argentaria SA

653,621

5,461,628

Inditex SA

99,960

12,754,197

TOTAL SPAIN

33,426,197

Sweden - 3.2%

ASSA ABLOY AB (B Shares)

374,200

12,473,521

Atlas Copco AB (A Shares)

538,600

13,243,930

Nordea Bank AB

1,256,000

11,408,886

Svenska Handelsbanken AB (A Shares)

418,500

14,335,087

Swedbank AB (A Shares)

536,100

9,941,398

TOTAL SWEDEN

61,402,822

Switzerland - 8.9%

Aryzta AG

307,320

15,344,551

Nestle SA

823,845

52,280,939

Roche Holding AG (participation certificate)

197,550

37,991,200

Schindler Holding AG (participation certificate)

91,154

12,009,659

Syngenta AG (Switzerland)

44,730

17,439,759

UBS AG

1,268,663

19,034,505

Zurich Financial Services AG

60,037

14,794,901

TOTAL SWITZERLAND

168,895,514

United Kingdom - 26.7%

AMEC PLC

655,450

11,211,964

Anglo American PLC (United Kingdom)

400,100

12,286,936

Ashmore Group PLC

1,712,800

10,052,781

Babcock International Group PLC

776,000

12,247,201

Barclays PLC

3,259,690

12,053,470

BHP Billiton PLC

736,867

23,617,513

BP PLC

944,300

6,743,818

 

Shares

Value

British American Tobacco PLC (United Kingdom)

587,500

$ 29,139,771

Bunzl PLC

615,207

10,176,101

Diageo PLC

1,045,980

29,903,033

Domino Printing Sciences PLC

852,314

7,454,786

Elementis PLC

2,208,000

7,457,694

GlaxoSmithKline PLC

1,547,000

34,664,349

IMI PLC

658,500

10,143,036

Johnson Matthey PLC

257,900

9,360,026

Kingfisher PLC

2,438,561

11,392,485

London Stock Exchange Group PLC

409,300

6,443,254

Meggitt PLC

2,255,900

14,052,170

Next PLC

296,500

17,062,485

Reckitt Benckiser Group PLC

396,600

24,000,497

Reed Elsevier PLC

1,207,000

11,803,645

Rolls-Royce Group PLC

1,011,606

13,949,535

Rolls-Royce Group PLC Class C

76,882,056

124,068

Rotork PLC

264,300

9,715,992

Royal Dutch Shell PLC:

Class A (United Kingdom)

1,372,203

47,084,057

Class B (United Kingdom)

235,419

8,327,344

SABMiller PLC

369,500

15,828,269

Sage Group PLC

1,739,400

8,721,215

Serco Group PLC

1,055,467

9,648,967

Spirax-Sarco Engineering PLC

244,900

7,647,263

Standard Chartered PLC (United Kingdom)

948,765

22,407,202

SuperGroup PLC (a)

257,000

2,772,495

Tate & Lyle PLC

954,369

11,181,220

The Restaurant Group PLC

787,200

4,761,249

Vodafone Group PLC

12,888,959

35,001,716

TOTAL UNITED KINGDOM

508,437,607

United States of America - 3.3%

Albemarle Corp.

151,700

8,360,187

Corrections Corp. of America

310,112

10,435,269

FMC Corp.

163,900

8,771,928

JPMorgan Chase & Co.

85,300

3,555,304

Lorillard, Inc.

73,000

8,468,730

McGraw-Hill Companies, Inc.

151,400

8,369,392

National Oilwell Varco, Inc.

89,300

6,581,410

Varian Medical Systems, Inc. (a)(d)

125,000

8,345,000

TOTAL UNITED STATES OF AMERICA

62,887,220

TOTAL COMMON STOCKS

(Cost $1,707,811,265)


1,813,725,590

Nonconvertible Preferred Stocks - 2.5%

 

 

 

 

Germany - 2.5%

Henkel AG & Co. KGaA

234,500

18,726,186

ProSiebenSat.1 Media AG

295,800

8,243,125

Nonconvertible Preferred Stocks - continued

Shares

Value

Germany - continued

Sartorius AG (non-vtg.)

51,800

$ 4,330,567

Volkswagen AG

74,368

15,384,177

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $37,926,143)


46,684,055

Money Market Funds - 2.3%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

35,550,361

35,550,361

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

9,174,805

9,174,805

TOTAL MONEY MARKET FUNDS

(Cost $44,725,166)


44,725,166

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $1,790,462,574)

1,905,134,811

NET OTHER ASSETS (LIABILITIES) - 0.0%

74,448

NET ASSETS - 100%

$ 1,905,209,259

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

$ 84,150

Fidelity Securities Lending Cash Central Fund

1,140,979

Total

$ 1,225,129

Other Information

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

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

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 282,780,607

$ 266,415,480

$ 16,365,127

$ -

Consumer Staples

295,031,558

207,720,419

87,311,139

-

Energy

114,157,781

29,000,839

85,156,942

-

Financials

283,092,428

239,904,381

43,188,047

-

Health Care

221,343,999

128,035,361

93,308,638

-

Industrials

281,539,891

281,539,891

-

-

Information Technology

135,927,968

111,143,538

24,784,430

-

Materials

189,055,835

125,868,318

63,187,517

-

Telecommunication Services

57,479,578

20,811,325

36,668,253

-

Money Market Funds

44,725,166

44,725,166

-

-

Total Investments in Securities:

$ 1,905,134,811

$ 1,455,164,718

$ 449,970,093

$ -

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

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 147,897,797

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, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $8,755,176) - See accompanying schedule:

Unaffiliated issuers (cost $1,745,737,408)

$ 1,860,409,645

 

Fidelity Central Funds (cost $44,725,166)

44,725,166

 

Total Investments (cost $1,790,462,574)

 

$ 1,905,134,811

Foreign currency held at value (cost $12,821)

12,825

Receivable for investments sold

23,918,482

Receivable for fund shares sold

1,259,145

Dividends receivable

3,757,549

Distributions receivable from Fidelity Central Funds

11,422

Other receivables

580,381

Total assets

1,934,674,615

 

 

 

Liabilities

Payable for investments purchased

$ 12,796,237

Payable for fund shares redeemed

5,483,952

Accrued management fee

1,310,526

Other affiliated payables

392,932

Other payables and accrued expenses

306,904

Collateral on securities loaned, at value

9,174,805

Total liabilities

29,465,356

 

 

 

Net Assets

$ 1,905,209,259

Net Assets consist of:

 

Paid in capital

$ 3,335,743,843

Undistributed net investment income

43,880,081

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

(1,589,020,510)

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

114,605,845

Net Assets

$ 1,905,209,259

 

 

 

Overseas:
Net Asset Value
, offering price and redemption price per share ($1,639,724,856 ÷ 52,300,348 shares)

$ 31.35

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($265,484,403 ÷ 8,476,978 shares)

$ 31.32

Statement of Operations

  

Year ended October 31, 2012

 

  

  

Investment Income

  

  

Dividends

 

$ 66,575,637

Interest

 

49

Income from Fidelity Central Funds

 

1,225,129

Income before foreign taxes withheld

 

67,800,815

Less foreign taxes withheld

 

(5,228,771)

Total income

 

62,572,044

 

 

 

Expenses

Management fee
Basic fee

$ 13,921,215

Performance adjustment

(6,285,452)

Transfer agent fees

4,050,766

Accounting and security lending fees

877,870

Custodian fees and expenses

200,601

Independent trustees' compensation

13,738

Appreciation in deferred trustee compensation account

321

Registration fees

61,330

Audit

87,788

Legal

102,645

Interest

559

Miscellaneous

30,452

Total expenses before reductions

13,061,833

Expense reductions

(533,186)

12,528,647

Net investment income (loss)

50,043,397

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(145,800,189)

Foreign currency transactions

(567,202)

Futures contracts

4,377,933

Total net realized gain (loss)

 

(141,989,458)

Change in net unrealized appreciation (depreciation) on:

Investment securities

260,262,752

Assets and liabilities in foreign currencies

(89,261)

Total change in net unrealized appreciation (depreciation)

 

260,173,491

Net gain (loss)

118,184,033

Net increase (decrease) in net assets resulting from operations

$ 168,227,430

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,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 50,043,397

$ 70,820,055

Net realized gain (loss)

(141,989,458)

282,595,294

Change in net unrealized appreciation (depreciation)

260,173,491

(436,401,912)

Net increase (decrease) in net assets resulting from operations

168,227,430

(82,986,563)

Distributions to shareholders from net investment income

(70,077,891)

(92,196,839)

Distributions to shareholders from net realized gain

(1,661,965)

-

Total distributions

(71,739,856)

(92,196,839)

Share transactions - net increase (decrease)

(857,000,541)

(3,671,962,139)

Redemption fees

66,899

112,180

Total increase (decrease) in net assets

(760,446,068)

(3,847,033,361)

 

 

 

Net Assets

Beginning of period

2,665,655,327

6,512,688,688

End of period (including undistributed net investment income of $43,880,081 and undistributed net investment income of $64,516,366, respectively)

$ 1,905,209,259

$ 2,665,655,327

Financial Highlights - Overseas

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.28

$ 31.56

$ 30.13

$ 25.43

$ 58.39

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .73

.47

.42

.52

.55

Net realized and unrealized gain (loss)

  2.19

(2.27)

1.49

4.55

(27.19)

Total from investment operations

  2.92

(1.80)

1.91

5.07

(26.64)

Distributions from net investment income

  (.83)

(.48)

(.47)

(.37)

(.57)

Distributions from net realized gain

  (.02)

-

(.01)

-

(5.75)

Total distributions

  (.85)

(.48)

(.48)

(.37)

(6.32)

Redemption fees added to paid in capital B,F

-

-

-

-

-

Net asset value, end of period

$ 31.35

$ 29.28

$ 31.56

$ 30.13

$ 25.43

Total Return A

  10.37%

(5.83)%

6.33%

20.44%

(50.88)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  .69%

.73%

.89%

1.02%

1.13%

Expenses net of fee waivers, if any

  .69%

.73%

.89%

1.02%

1.13%

Expenses net of all reductions

  .67%

.67%

.85%

.98%

1.10%

Net investment income (loss)

  2.52%

1.44%

1.41%

2.01%

1.33%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,639,725

$ 2,215,717

$ 5,548,689

$ 6,602,017

$ 5,464,901

Portfolio turnover rate D

  90%

77%

111%

115%

113%

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,

2012

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.29

$ 31.59

$ 30.16

$ 25.45

$ 45.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .79

.52

.47

.59

.13

Net realized and unrealized gain (loss)

  2.18

(2.27)

1.50

4.54

(19.68)

Total from investment operations

  2.97

(1.75)

1.97

5.13

(19.55)

Distributions from net investment income

  (.92)

(.55)

(.53)

(.42)

-

Distributions from net realized gain

  (.02)

-

(.01)

-

-

Total distributions

  (.94)

(.55)

(.54)

(.42)

-

Redemption fees added to paid in capital D,I

-

-

-

-

-

Net asset value, end of period

$ 31.32

$ 29.29

$ 31.59

$ 30.16

$ 25.45

Total Return B,C

  10.59%

(5.67)%

6.55%

20.73%

(43.44)%

Ratios to Average Net Assets E,H

 

 

 

 

 

Expenses before reductions

  .51%

.56%

.69%

.78%

.96% A

Expenses net of fee waivers, if any

  .51%

.55%

.69%

.78%

.96% A

Expenses net of all reductions

  .48%

.50%

.66%

.74%

.93% A

Net investment income (loss)

  2.70%

1.61%

1.60%

2.25%

1.08% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 265,484

$ 291,323

$ 368,004

$ 383,048

$ 44,277

Portfolio turnover rate F

  90%

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.

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

Annual Report

Fidelity Overseas Fund


Notes to Financial Statements

For the period ended October 31, 2012

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 and Class K shares each of which has equal rights as to assets and voting privileges. The Fund offered Class F shares during the period June 26, 2009 through December 16, 2011, and all outstanding shares were redeemed by December 16, 2011. 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 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.

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, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

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

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

3. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Annual Report

Fidelity Overseas Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost 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 under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation

$ 181,334,156

Gross unrealized depreciation

(78,692,488)

Net unrealized appreciation (depreciation) on securities and other investments

$ 102,641,668

 

 

Tax Cost

$ 1,802,493,143

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

Undistributed ordinary income

$ 44,077,257

Capital loss carryforward

$ (1,576,989,942)

Net unrealized appreciation (depreciation)

$ 102,575,276

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

Fiscal year of expiration

 

 

 

2016

$ (464,379,964)

2017

(939,719,765)

Total with expiration

(1,404,099,729)

No expiration

 

Short-term

(45,748,177)

Long-term

(127,142,036)

Total no expiration

(172,890,213)

Total capital loss carryforward

$ (1,576,989,942)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 71,739,856

$ 92,196,839

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

4. Derivative Instruments.

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

Annual Report

Fidelity Overseas Fund

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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

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

Equity Risk

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

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

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

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

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

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

During the period the Fund recognized net realized gain (loss) of $4,377,933 related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,730,739,879 and $2,430,078,978, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the 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 .39% of the Fund's average net assets.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Overseas. 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:

 

Amount

% of
Average
Net Assets

Overseas

$ 3,904,215

.23

Class K

146,551

.05

 

$ 4,050,766

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $737 for the period.

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

Borrower or Lender

Average Loan
Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 29,057,000

.35%

$ 559

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5,640 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,140,979. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $533,174 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 $12.

Annual Report

Fidelity Overseas Fund

Notes to Financial Statements - continued

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012 A

2011 A

From net investment income

 

 

Overseas

$ 56,962,859

$ 75,897,727

Class K

9,516,308

6,408,873

Class F

3,598,724

9,890,239

Total

$ 70,077,891

$ 92,196,839

From net realized gain

 

 

Overseas

$ 1,377,579

$ -

Class K

207,326

-

Class F

77,060

-

Total

$ 1,661,965

$ -

A All Class F shares were redeemed on December 16, 2011.

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012 A

2011

2012 A

2011

Overseas

 

 

 

 

Shares sold

5,513,981

10,588,919

$ 159,997,895

$ 338,680,110

Reinvestment of distributions

2,082,243

2,356,512

57,282,489

75,196,294

Shares redeemed

(30,970,724)

(113,084,725)

(876,498,461)

(3,611,089,764)

Net increase (decrease)

(23,374,500)

(100,139,294)

$ (659,218,077)

$ (3,197,213,360)

Class K

 

 

 

 

Shares sold

5,090,211

4,129,689

$ 145,041,228

$ 128,992,232

Reinvestment of distributions

354,489

201,094

9,723,634

6,408,873

Shares redeemed

(6,913,669)

(6,034,878)

(205,273,028)

(198,074,826)

Net increase (decrease)

(1,468,969)

(1,704,095)

$ (50,508,166)

$ (62,673,721)

Class F

 

 

 

 

Shares sold

373,582

12,066,248

$ 10,277,470

$ 388,123,231

Reinvestment of distributions

134,104

310,526

3,675,784

9,890,239

Shares redeemed

(5,923,991)

(25,830,866)

(161,227,552)

(810,088,528)

Net increase (decrease)

(5,416,305)

(13,454,092)

$ (147,274,298)

$ (412,075,058)

A All Class F shares were redeemed on December 16, 2011.

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 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, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2012

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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

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

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.80

$ 7.33

HypotheticalA

 

$ 1,000.00

$ 1,017.85

$ 7.35

Class T

1.71%

 

 

 

Actual

 

$ 1,000.00

$ 1,010.80

$ 8.64

HypotheticalA

 

$ 1,000.00

$ 1,016.54

$ 8.67

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,008.30

$ 11.11

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,008.30

$ 11.11

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

Worldwide

1.13%

 

 

 

Actual

 

$ 1,000.00

$ 1,013.30

$ 5.72

HypotheticalA

 

$ 1,000.00

$ 1,019.46

$ 5.74

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,013.30

$ 6.07

HypotheticalA

 

$ 1,000.00

$ 1,019.10

$ 6.09

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (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, 2012

Past 1
year

Past 5
years

Past 10
years

Fidelity Worldwide Fund

10.56%

-1.90%

8.94%

$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, 2002. 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.

ibd3797385

Annual Report

Fidelity Worldwide Fund


Management's Discussion of Fund Performance

Market Recap: Returns for most domestic and international equities fluctuated during the 12 months ending October 31, 2012, as investor sentiment towards risk vacillated amid a changing global economic landscape. U.S. stocks overcame bouts of volatility to post strong gains for the past year, extending an uptrend that began in March 2009. The broad-based S&P 500® Index advanced 15.21%, while the blue-chip-laden Dow Jones Industrial AverageSM and technology-heavy Nasdaq Composite® Index rose 12.56% and 12.21%, respectively. Performance outside of the U.S. was relatively weak, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, hampered in part by a stronger U.S. dollar. International developed-markets generally struggled during the period as macroeconomic concerns ebbed and flowed, finishing with only a modest gain. The MSCI® EAFE® Index rose 4.76% for the year, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gain, advancing roughly 10%. A number of core European components, including Germany (+11%) and Switzerland (+10%), and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which helped the region outpace the index overall. Elsewhere, Japan was among the few benchmark constituents to finish in the red, returning about -3%. Emerging-markets stocks gained 2.98% for the year, as measured by the MSCI Emerging Markets Index. A general uptrend in the final five months of the period lifted the index into positive territory for the full 12 months.

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 year, the fund's Retail Class shares returned 10.56%, compared with 9.92% for the MSCI® World Index. Security selection, especially in information technology, helped relative performance, as did market weightings, notably in Europe ex U.K. Sector allocation and a small cash position modestly detracted. Individual contributors included card processor MasterCard, whose stock benefited from more people worldwide paying with plastic, and homebuilder PulteGroup, whose steep share price gains were driven by the U.S. housing recovery. Another standout was TJX Companies, whose stock climbed as more consumers tried to stretch their paychecks by shopping at stores such as T.J. Maxx. By contrast, our timing with discount retailer Wal-Mart Stores hurt, as the stock rose sharply - especially in May and June - when it was not in the portfolio. Elsewhere, the fund lost ground from investing in energy processing and pipeline company Keyera when its shares were pressured by the warm winter and low natural gas prices. Keyera was not in the MSCI index and not held 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, 2012

ibd3797299

United States of America

54.0%

 

ibd3797301

United Kingdom

10.0%

 

ibd3797303

Japan

7.4%

 

ibd3797305

Germany

4.0%

 

ibd3797307

France

3.8%

 

ibd3797309

Switzerland

3.1%

 

ibd3797311

Netherlands

1.4%

 

ibd3797313

Australia

1.4%

 

ibd3797315

Canada

1.4%

 

jmcw

Other

13.5%

 

ibd3797397

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

As of April 30, 2012

ibd3797299

United States of America

53.8%

 

ibd3797301

United Kingdom

10.4%

 

ibd3797303

Japan

7.7%

 

ibd3797305

France

2.9%

 

ibd3797307

Netherlands

2.5%

 

ibd3797309

Germany

2.5%

 

ibd3797311

Switzerland

2.0%

 

ibd3797313

Korea (South)

1.8%

 

ibd3797315

Ireland

1.7%

 

jmcw

Other

14.7%

 

ibd3797409

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Investment Companies

95.6

98.0

Short-Term Investments and Net Other Assets (Liabilities)

4.4

2.0

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

3.1

3.0

Amgen, Inc. (United States of America, Biotechnology)

1.8

0.6

American Tower Corp. (United States of America, Real Estate Investment Trusts)

1.8

0.8

Pioneer Natural Resources Co. (United States of America, Oil, Gas & Consumable Fuels)

1.7

1.5

Gilead Sciences, Inc. (United States of America, Biotechnology)

1.6

0.3

General Electric Co. (United States of America, Industrial Conglomerates)

1.6

0.0

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

1.5

1.7

Phillips 66 (United States of America, Oil, Gas & Consumable Fuels)

1.5

0.0

Wal-Mart Stores, Inc. (United States of America, Food & Staples Retailing)

1.5

0.0

eBay, Inc. (United States of America, Internet Software & Services)

1.4

0.0

 

17.5

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

20.2

15.9

Consumer Discretionary

16.4

17.8

Information Technology

12.2

19.9

Health Care

11.6

7.8

Industrials

11.3

10.8

Energy

8.8

7.3

Consumer Staples

7.8

10.3

Materials

3.9

4.8

Telecommunication Services

2.5

2.1

Utilities

0.9

1.3

Annual Report

Fidelity Worldwide Fund


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 95.0%

Shares

Value

Australia - 1.4%

Australia & New Zealand Banking Group Ltd.

290,317

$ 7,669,703

Commonwealth Bank of Australia

59,860

3,588,451

Ramsay Health Care Ltd.

86,433

2,131,789

Spark Infrastructure Group unit

1,274,589

2,236,017

TOTAL AUSTRALIA

15,625,960

Bailiwick of Jersey - 0.8%

Experian PLC

300,300

5,185,318

Wolseley PLC

95,060

4,155,689

TOTAL BAILIWICK OF JERSEY

9,341,007

Belgium - 1.2%

Anheuser-Busch InBev SA NV

165,711

13,858,603

Bermuda - 0.2%

Cheung Kong Infrastructure Holdings Ltd.

398,000

2,331,495

Brazil - 0.6%

Arezzo Industria e Comercio SA

34,300

612,183

Qualicorp SA (a)

329,000

3,375,771

Souza Cruz SA

112,500

1,467,837

Totvs SA

68,100

1,384,766

TOTAL BRAZIL

6,840,557

British Virgin Islands - 0.1%

Gem Diamonds Ltd. (a)

43,875

119,481

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

41,300

1,377,355

TOTAL BRITISH VIRGIN ISLANDS

1,496,836

Canada - 1.4%

Canadian Pacific

113,000

10,395,434

Catamaran Corp. (a)

60,150

2,824,566

Goldcorp, Inc.

35,100

1,586,748

InterOil Corp. (a)

10,500

677,040

TOTAL CANADA

15,483,788

Cayman Islands - 0.2%

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

27,100

937,660

Sands China Ltd.

277,200

1,042,623

TOTAL CAYMAN ISLANDS

1,980,283

Denmark - 0.8%

Novo Nordisk A/S Series B

48,916

7,841,994

William Demant Holding A/S (a)

19,000

1,634,132

TOTAL DENMARK

9,476,126

France - 3.8%

Arkema SA

20,430

1,862,627

Atos Origin SA

24,076

1,616,788

AXA SA

237,737

3,779,372

BNP Paribas SA

136,530

6,867,948

Bureau Veritas SA

32,900

3,493,768

Credit Agricole SA (a)

218,100

1,641,865

 

Shares

Value

Iliad SA

20,580

$ 3,170,296

Lafarge SA (Bearer)

28,700

1,680,674

LVMH Moet Hennessy - Louis Vuitton SA

21,299

3,461,880

PPR SA

23,950

4,210,955

Sanofi SA

57,258

5,028,826

Schneider Electric SA

74,000

4,626,465

Technip SA

11,800

1,329,098

TOTAL FRANCE

42,770,562

Germany - 3.4%

Aareal Bank AG (a)

63,891

1,370,544

Allianz AG

23,424

2,904,335

BASF AG

60,232

4,990,996

Bayerische Motoren Werke AG (BMW)

58,087

4,626,538

Brenntag AG

17,900

2,256,074

Fresenius Medical Care AG & Co. KGaA

22,400

1,573,920

Fresenius SE & Co. KGaA

15,800

1,802,167

GEA Group AG

59,653

1,862,620

Gerry Weber International AG (Bearer)

19,400

880,589

GSW Immobilien AG

32,983

1,357,128

HeidelbergCement Finance AG

31,600

1,674,787

MTU Aero Engines Holdings AG

17,300

1,452,588

SAP AG

75,739

5,523,119

Siemens AG

27,761

2,797,170

Wirecard AG

97,400

2,225,700

TOTAL GERMANY

37,298,275

Hong Kong - 0.9%

AIA Group Ltd.

931,000

3,687,938

HKT Trust / HKT Ltd. unit

1,451,000

1,346,145

Techtronic Industries Co. Ltd.

2,334,000

4,445,112

TOTAL HONG KONG

9,479,195

India - 0.5%

Apollo Hospitals Enterprise Ltd.

25,151

364,585

Housing Development Finance Corp. Ltd. 

205,593

2,912,997

Titan Industries Ltd. 

374,259

1,803,649

TOTAL INDIA

5,081,231

Indonesia - 0.3%

PT Media Nusantara Citra Tbk

2,557,500

752,203

PT Sarana Menara Nusantara Tbk (a)

371,000

753,198

PT Tower Bersama Infrastructure Tbk (a)

3,318,000

1,727,218

TOTAL INDONESIA

3,232,619

Ireland - 1.3%

Accenture PLC Class A

88,000

5,932,080

Alkermes PLC (a)

84,000

1,556,520

James Hardie Industries NV CDI

365,087

3,497,972

Paddy Power PLC (Ireland)

29,700

2,191,943

Trinity Biotech PLC sponsored ADR

35,000

494,900

XL Group PLC Class A

25,000

618,500

TOTAL IRELAND

14,291,915

Common Stocks - continued

Shares

Value

Israel - 0.2%

Check Point Software Technologies Ltd. (a)

44,700

$ 1,990,491

Italy - 1.3%

ENI SpA

175,500

4,038,418

Fiat Industrial SpA

193,937

2,100,208

Prada SpA

253,200

2,064,792

Prysmian SpA

95,200

1,831,159

Saipem SpA

90,615

4,070,839

TOTAL ITALY

14,105,416

Japan - 7.4%

ABC-Mart, Inc.

70,200

3,077,790

Aeon Credit Service Co. Ltd.

128,500

2,726,782

Aozora Bank Ltd.

474,000

1,335,964

Calbee, Inc.

21,000

1,928,222

Chiyoda Corp.

171,000

2,758,963

Cosmos Pharmaceutical Corp.

22,900

2,257,585

Credit Saison Co. Ltd.

48,900

1,073,803

Daito Trust Construction Co. Ltd.

13,300

1,342,829

Don Quijote Co. Ltd.

109,500

4,313,886

Fanuc Corp.

17,600

2,802,155

Fast Retailing Co. Ltd.

12,900

2,873,130

Hitachi Ltd.

530,000

2,808,343

Honda Motor Co. Ltd.

95,300

2,865,028

Japan Tobacco, Inc.

167,600

4,631,412

JS Group Corp.

116,000

2,564,700

JSR Corp.

137,200

2,351,116

Kakaku.com, Inc.

54,300

1,860,334

Keyence Corp.

18,460

4,897,693

Mitsubishi Estate Co. Ltd.

163,000

3,224,064

Mitsubishi UFJ Financial Group, Inc.

910,900

4,120,883

Nintendo Co. Ltd.

12,500

1,609,671

ORIX Corp.

79,370

8,152,750

Park24 Co. Ltd.

83,900

1,441,949

Rakuten, Inc.

480,600

4,322,570

Seven Bank Ltd.

795,700

2,272,574

Ship Healthcare Holdings, Inc.

33,300

1,110,834

So-net M3, Inc.

330

634,123

Softbank Corp.

47,800

1,513,098

Suzuki Motor Corp.

86,200

1,952,269

Unicharm Corp.

38,600

2,088,839

USS Co. Ltd.

12,140

1,275,894

TOTAL JAPAN

82,189,253

Korea (South) - 1.1%

Hyundai Motor Co.

16,534

3,404,398

Kia Motors Corp.

17,240

958,199

LG Household & Health Care Ltd.

3,511

2,064,120

NHN Corp.

3,893

901,554

Orion Corp.

742

696,867

Samsung Electronics Co. Ltd.

3,934

4,726,631

TOTAL KOREA (SOUTH)

12,751,769

 

Shares

Value

Luxembourg - 0.3%

Brait SA

360,653

$ 1,418,379

Samsonite International SA

798,000

1,657,770

TOTAL LUXEMBOURG

3,076,149

Netherlands - 1.4%

AEGON NV

292,700

1,636,970

ASML Holding NV

59,100

3,248,727

Gemalto NV

33,993

3,067,459

ING Groep NV (Certificaten Van Aandelen) (a)

309,500

2,753,973

LyondellBasell Industries NV Class A

29,000

1,548,310

Randstad Holding NV

42,858

1,399,037

Yandex NV (a)

98,600

2,295,408

TOTAL NETHERLANDS

15,949,884

Norway - 0.5%

DnB NOR ASA

326,400

4,076,207

Gjensidige Forsikring ASA

109,900

1,605,716

TOTAL NORWAY

5,681,923

Poland - 0.2%

Eurocash SA

215,900

2,636,663

Qatar - 0.1%

Commercial Bank of Qatar GDR (Reg. S)

306,102

1,208,956

Russia - 0.3%

Mobile TeleSystems OJSC sponsored ADR

178,700

3,062,918

South Africa - 0.3%

Distell Group Ltd.

126,410

1,399,591

Shoprite Holdings Ltd.

95,600

1,965,883

TOTAL SOUTH AFRICA

3,365,474

Spain - 1.1%

Amadeus IT Holding SA Class A

63,100

1,562,133

Banco Bilbao Vizcaya Argentaria SA

402,808

3,365,846

Grifols SA ADR

71,850

1,807,746

Inditex SA

39,477

5,036,989

TOTAL SPAIN

11,772,714

Sweden - 1.1%

Atlas Copco AB (A Shares)

176,100

4,330,219

Intrum Justitia AB

115,000

1,664,430

Svenska Handelsbanken AB (A Shares)

115,600

3,959,704

Swedish Match Co. AB

78,000

2,657,661

TOTAL SWEDEN

12,612,014

Switzerland - 3.1%

ACE Ltd.

48,000

3,775,200

Adecco SA (Reg.)

35,860

1,734,279

Partners Group Holding AG

13,818

2,924,437

Roche Holding AG (participation certificate)

23,638

4,545,867

Common Stocks - continued

Shares

Value

Switzerland - continued

Schindler Holding AG (participation certificate)

33,294

$ 4,386,528

SGS SA (Reg.)

780

1,651,627

Swatch Group AG (Bearer)

2,200

910,426

Syngenta AG (Switzerland)

5,030

1,961,144

UBS AG

248,020

3,721,191

UBS AG (NY Shares)

225,000

3,379,500

Zurich Financial Services AG

20,820

5,130,667

TOTAL SWITZERLAND

34,120,866

Turkey - 0.1%

Boyner Buyuk Magazacilik A/S (a)

280,000

643,570

United Kingdom - 10.0%

Aberdeen Asset Management PLC

355,842

1,863,409

Aggreko PLC

86,400

2,997,702

Anglo American PLC (United Kingdom)

45,018

1,382,488

Ashmore Group PLC

187,900

1,102,824

Barclays PLC

772,037

2,854,788

Bellway PLC

60,700

990,321

BG Group PLC

274,063

5,075,039

BHP Billiton PLC

272,542

8,735,313

British American Tobacco PLC (United Kingdom)

145,200

7,201,863

British Land Co. PLC

332,855

2,838,810

Diageo PLC

244,804

6,998,587

Domino's Pizza UK & IRL PLC

149,600

1,220,363

GlaxoSmithKline PLC

169,900

3,807,028

Hikma Pharmaceuticals PLC

121,783

1,453,319

HSBC Holdings PLC (United Kingdom)

715,328

7,052,627

Intertek Group PLC

46,500

2,115,360

Jazztel PLC (a)

353,900

2,343,995

Legal & General Group PLC

2,217,925

4,796,096

Lloyds Banking Group PLC (a)

2,942,200

1,937,448

London Stock Exchange Group PLC

93,500

1,471,889

Meggitt PLC

416,600

2,595,033

Next PLC

43,800

2,520,529

Ocado Group PLC (a)(d)

898,900

935,637

Persimmon PLC

145,600

1,867,948

Rolls-Royce Group PLC

271,600

3,745,227

Rolls-Royce Group PLC Class C

20,641,600

33,310

Rotork PLC

44,510

1,636,242

Royal Dutch Shell PLC Class B (United Kingdom)

371,647

13,146,061

SABMiller PLC

68,400

2,930,050

Standard Chartered PLC (United Kingdom)

106,579

2,517,101

Taylor Wimpey PLC

1,367,400

1,348,258

The Weir Group PLC

47,100

1,324,053

Ultra Electronics Holdings PLC

36,900

1,008,137

Vodafone Group PLC

2,244,100

6,094,158

Vodafone Group PLC sponsored ADR

47,212

1,285,111

TOTAL UNITED KINGDOM

111,226,124

 

Shares

Value

United States of America - 49.6%

Abbott Laboratories

147,000

$ 9,631,440

American International Group, Inc. (a)

332,000

11,596,760

American Tower Corp.

259,000

19,500,110

Amgen, Inc.

234,000

20,251,530

Apple, Inc.

28,600

17,019,860

Beam, Inc.

54,900

3,050,244

Berkshire Hathaway, Inc. Class B (a)

109,000

9,412,150

Cabela's, Inc. Class A (a)

263,000

11,785,030

Cabot Oil & Gas Corp.

291,000

13,671,180

Capital One Financial Corp.

165,000

9,928,050

Citigroup, Inc.

336,000

12,563,040

Citrix Systems, Inc. (a)

18,209

1,125,498

Clean Harbors, Inc. (a)

13,000

758,550

Cognizant Technology Solutions Corp. Class A (a)

23,300

1,552,945

Comcast Corp. Class A

404,000

15,154,040

Constellation Brands, Inc. Class A (sub. vtg.) (a)

69,000

2,438,460

Crown Castle International Corp. (a)

44,000

2,937,000

Discover Financial Services

211,000

8,651,000

Discovery Communications, Inc. (a)

254,000

14,991,080

DISH Network Corp. Class A

45,000

1,603,350

Dollar General Corp. (a)

23,900

1,162,018

Eastman Chemical Co.

13,000

770,120

eBay, Inc. (a)

324,800

15,684,592

Estee Lauder Companies, Inc. Class A

89,700

5,527,314

Facebook, Inc. Class A

88,000

1,858,120

Foot Locker, Inc.

71,000

2,378,500

Freeport-McMoRan Copper & Gold, Inc.

108,000

4,199,040

G-III Apparel Group Ltd. (a)

68,000

2,513,280

General Electric Co.

832,800

17,538,768

Georgia Gulf Corp. (d)

35,200

1,245,728

Gilead Sciences, Inc. (a)

270,000

18,133,200

GNC Holdings, Inc.

159,000

6,148,530

Home Depot, Inc.

134,000

8,224,920

International Paper Co.

90,000

3,224,700

J.B. Hunt Transport Services, Inc.

164,600

9,662,020

James River Coal Co. (a)(d)

310,000

1,553,100

Johnson & Johnson

128,000

9,064,960

Lumber Liquidators Holdings, Inc. (a)

25,000

1,395,500

M&T Bank Corp.

80,000

8,328,000

Marathon Petroleum Corp.

66,000

3,625,380

MasterCard, Inc. Class A

74,400

34,293,189

Medivation, Inc. (a)

44,000

2,249,280

Merck & Co., Inc.

148,000

6,753,240

Michael Kors Holdings Ltd.

33,200

1,815,708

Noble Energy, Inc.

78,000

7,410,780

Ocwen Financial Corp. (a)

73,000

2,815,610

Onyx Pharmaceuticals, Inc. (a)

101,000

7,914,360

Palo Alto Networks, Inc.

3,300

181,434

Peabody Energy Corp.

224,000

6,249,600

Pfizer, Inc.

365,000

9,077,550

Common Stocks - continued

Shares

Value

United States of America - continued

Phillips 66

360,000

$ 16,977,600

Pioneer Natural Resources Co.

183,900

19,429,035

Prestige Brands Holdings, Inc. (a)

304,000

5,286,560

PulteGroup, Inc. (a)

384,000

6,658,560

PVH Corp.

50,000

5,499,500

Ralph Lauren Corp.

9,000

1,383,210

Realogy Holdings Corp.

78,800

2,800,552

Royal Gold, Inc.

24,200

2,131,536

salesforce.com, Inc. (a)

77,000

11,240,460

SBA Communications Corp. Class A (a)

54,000

3,598,020

Sempra Energy

75,800

5,287,050

Sirius XM Radio, Inc. (a)

415,000

1,162,000

The Cooper Companies, Inc.

25,000

2,399,500

The Travelers Companies, Inc.

70,000

4,965,800

TJX Companies, Inc.

237,500

9,887,125

Toll Brothers, Inc. (a)

108,000

3,565,080

Total System Services, Inc.

67,900

1,527,071

Under Armour, Inc. Class A (sub. vtg.) (a)

67,200

3,511,872

Union Pacific Corp.

120,400

14,812,812

United Rentals, Inc. (a)

88,000

3,578,080

Urban Outfitters, Inc. (a)

63,000

2,252,880

USG Corp. (a)

61,000

1,629,310

Visa, Inc. Class A

36,000

4,995,360

Wal-Mart Stores, Inc.

215,000

16,129,300

Watson Pharmaceuticals, Inc. (a)

19,100

1,641,645

Wells Fargo & Co.

230,000

7,748,700

Whirlpool Corp.

16,000

1,562,880

Workday, Inc.

16,250

788,125

TOTAL UNITED STATES OF AMERICA

551,069,481

TOTAL COMMON STOCKS

(Cost $954,498,052)


1,056,052,117

Nonconvertible Preferred Stocks - 0.6%

 

 

 

 

Germany - 0.6%

Volkswagen AG
(Cost $4,272,812)

28,900


5,978,414

Investment Companies - 0.0%

Shares

Value

Cyprus - 0.0%

Aisi Realty Public Ltd. (a)
(Cost $430,048)

31,822

$ 37,744

Money Market Funds - 4.8%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

51,411,090

51,411,090

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

2,317,903

2,317,903

TOTAL MONEY MARKET FUNDS

(Cost $53,728,993)


53,728,993

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $1,012,929,905)

1,115,797,268

NET OTHER ASSETS (LIABILITIES) - (0.4)%

(3,962,689)

NET ASSETS - 100%

$ 1,111,834,579

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

$ 40,337

Fidelity Securities Lending Cash Central Fund

279,543

Total

$ 319,880

Other Information

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

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

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 176,900,919

$ 174,035,891

$ 2,865,028

$ -

Consumer Staples

87,215,661

59,156,608

28,059,053

-

Energy

98,190,830

81,006,351

17,184,479

-

Financials

224,349,940

196,906,214

27,443,726

-

Health Care

129,104,792

110,853,024

18,251,768

-

Industrials

128,324,984

125,527,814

2,797,170

-

Information Technology

137,294,906

131,771,787

5,523,119

-

Materials

42,962,780

32,266,323

10,696,457

-

Telecommunication Services

27,831,157

21,736,999

6,094,158

-

Utilities

9,854,562

9,854,562

-

-

Investment Companies

37,744

37,744

-

-

Money Market Funds

53,728,993

53,728,993

-

-

Total Investments in Securities:

$ 1,115,797,268

$ 996,882,310

$ 118,914,958

$ -

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

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 90,641,463

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, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $2,205,469) - See accompanying schedule:

Unaffiliated issuers (cost $959,200,912)

$ 1,062,068,275

 

Fidelity Central Funds (cost $53,728,993)

53,728,993

 

Total Investments (cost $1,012,929,905)

 

$ 1,115,797,268

Foreign currency held at value (cost $44)

44

Receivable for investments sold

10,574,510

Receivable for fund shares sold

940,937

Dividends receivable

1,164,537

Distributions receivable from Fidelity Central Funds

22,934

Other receivables

304,491

Total assets

1,128,804,721

 

 

 

Liabilities

Payable for investments purchased

$ 10,558,754

Payable for fund shares redeemed

2,935,923

Accrued management fee

817,065

Distribution and service plan fees payable

7,965

Other affiliated payables

252,086

Other payables and accrued expenses

80,446

Collateral on securities loaned, at value

2,317,903

Total liabilities

16,970,142

 

 

 

Net Assets

$ 1,111,834,579

Net Assets consist of:

 

Paid in capital

$ 1,006,383,968

Undistributed net investment income

7,478,979

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

(4,823,058)

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

102,794,690

Net Assets

$ 1,111,834,579

Statement of Assets and Liabilities - continued

  

October 31, 2012

 

 

 

Calculation of Maximum Offering Price

 Class A:
Net Asset Value
and redemption price per share ($18,723,279 ÷ 950,719 shares)

$ 19.69

 

 

 

Maximum offering price per share (100/94.25 of $19.69)

$ 20.89

Class T:
Net Asset Value
and redemption price per share ($5,550,095 ÷ 283,053 shares)

$ 19.61

 

 

 

Maximum offering price per share (100/96.50 of $19.61)

$ 20.32

Class B:
Net Asset Value
and offering price per share ($303,960 ÷ 15,635 shares)A

$ 19.44

 

 

 

Class C:
Net Asset Value
and offering price per share ($1,726,205 ÷ 88,954 shares)A

$ 19.41

 

 

 

Worldwide:
Net Asset Value
, offering price and redemption price per share ($1,081,240,346 ÷ 54,468,873 shares)

$ 19.85

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($4,290,694 ÷ 216,909 shares)

$ 19.78

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, 2012

Investment Income

  

  

Dividends

 

$ 21,411,923

Interest

 

1,045

Income from Fidelity Central Funds

 

319,880

Income before foreign taxes withheld

 

21,732,848

Less foreign taxes withheld

 

(812,686)

Total income

 

20,920,162

 

 

 

Expenses

Management fee
Basic fee

$ 7,679,076

Performance adjustment

954,154

Transfer agent fees

2,526,973

Distribution and service plan fees

76,255

Accounting and security lending fees

503,914

Custodian fees and expenses

178,378

Independent trustees' compensation

7,299

Registration fees

91,889

Audit

78,615

Legal

6,059

Interest

56

Miscellaneous

12,139

Total expenses before reductions

12,114,807

Expense reductions

(206,687)

11,908,120

Net investment income (loss)

9,012,042

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

52,952,242

Foreign currency transactions

(72,889)

Total net realized gain (loss)

 

52,879,353

Change in net unrealized appreciation (depreciation) on:

Investment securities

45,677,356

Assets and liabilities in foreign currencies

(88,023)

Total change in net unrealized appreciation (depreciation)

 

45,589,333

Net gain (loss)

98,468,686

Net increase (decrease) in net assets resulting from operations

$ 107,480,728

Statement of Changes in Net Assets

  

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 9,012,042

$ 7,182,199

Net realized gain (loss)

52,879,353

120,543,178

Change in net unrealized appreciation (depreciation)

45,589,333

(94,457,618)

Net increase (decrease) in net assets resulting from operations

107,480,728

33,267,759

Distributions to shareholders from net investment income

(4,089,511)

(6,244,141)

Distributions to shareholders from net realized gain

-

(2,870,519)

Total distributions

(4,089,511)

(9,114,660)

Share transactions - net increase (decrease)

(126,253,328)

12,558,124

Redemption fees

23,898

33,448

Total increase (decrease) in net assets

(22,838,213)

36,744,671

 

 

 

Net Assets

Beginning of period

1,134,672,792

1,097,928,121

End of period (including undistributed net investment income of $7,478,979 and undistributed net investment income of $2,700,979, respectively)

$ 1,111,834,579

$ 1,134,672,792

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 17.89

$ 17.50

$ 14.96

$ 10.88

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .10

.05

.03

(.01)

Net realized and unrealized gain (loss)

  1.72

.47

2.63

4.09

Total from investment operations

  1.82

.52

2.66

4.08

Distributions from net investment income

  (.02)

(.08)

(.10)

-

Distributions from net realized gain

  -

(.05)

(.02)

-

Total distributions

  (.02)

(.13)

(.12)

-

Redemption fees added to paid in capital E,J

-

-

-

-

Net asset value, end of period

$ 19.69

$ 17.89

$ 17.50

$ 14.96

Total Return B,C,D

  10.20%

2.94%

17.85%

37.50%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  1.43%

1.41%

1.43%

1.52% A

Expenses net of fee waivers, if any

  1.43%

1.40%

1.43%

1.52% A

Expenses net of all reductions

  1.41%

1.38%

1.41%

1.49% A

Net investment income (loss)

  .52%

.28%

.21%

(.06)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 18,723

$ 13,153

$ 7,530

$ 993

Portfolio turnover rate G

  186%

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,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 17.83

$ 17.46

$ 14.94

$ 10.88

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .05

.01

(.01)

(.01)

Net realized and unrealized gain (loss)

  1.73

.45

2.62

4.07

Total from investment operations

  1.78

.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

$ 19.61

$ 17.83

$ 17.46

$ 14.94

Total Return B,C,D

  9.98%

2.61%

17.53%

37.32%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  1.68%

1.66%

1.70%

1.73% A

Expenses net of fee waivers, if any

  1.68%

1.65%

1.70%

1.73% A

Expenses net of all reductions

  1.66%

1.63%

1.68%

1.70% A

Net investment income (loss)

  .26%

.03%

(.05)%

(.08)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,550

$ 2,187

$ 1,120

$ 458

Portfolio turnover rate G

  186%

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,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 17.77

$ 17.39

$ 14.89

$ 10.88

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  (.04)

(.09)

(.09)

(.03)

Net realized and unrealized gain (loss)

  1.71

.47

2.61

4.04

Total from investment operations

  1.67

.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

$ 19.44

$ 17.77

$ 17.39

$ 14.89

Total Return B,C,D

  9.40%

2.19%

16.92%

36.86%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  2.18%

2.16%

2.19%

2.20% A

Expenses net of fee waivers, if any

  2.18%

2.16%

2.19%

2.20% A

Expenses net of all reductions

  2.16%

2.13%

2.17%

2.17% A

Net investment income (loss)

  (.23)%

(.47)%

(.55)%

(.30)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 304

$ 256

$ 305

$ 224

Portfolio turnover rate G

  186%

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,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 17.74

$ 17.36

$ 14.89

$ 10.88

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  (.04)

(.09)

(.09)

(.04)

Net realized and unrealized gain (loss)

  1.71

.47

2.61

4.05

Total from investment operations

  1.67

.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

$ 19.41

$ 17.74

$ 17.36

$ 14.89

Total Return B,C,D

  9.41%

2.19%

16.94%

36.86%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  2.18%

2.16%

2.19%

2.18% A

Expenses net of fee waivers, if any

  2.18%

2.15%

2.19%

2.18% A

Expenses net of all reductions

  2.16%

2.13%

2.16%

2.15% A

Net investment income (loss)

  (.23)%

(.47)%

(.54)%

(.39)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,726

$ 1,297

$ 710

$ 335

Portfolio turnover rate G

  186%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.02

$ 17.58

$ 14.98

$ 13.40

$ 25.18

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .16

.11

.08

.12

.16

Net realized and unrealized gain (loss)

  1.74

.48

2.63

1.63

(9.44)

Total from investment operations

  1.90

.59

2.71

1.75

(9.28)

Distributions from net investment income

  (.07)

(.10)

(.10)

(.17)

(.12)

Distributions from net realized gain

  -

(.05)

(.02)

-

(2.38)

Total distributions

  (.07)

(.15)

(.11) G

(.17)

(2.50)

Redemption fees added to paid in capital B,F

-

-

-

-

-

Net asset value, end of period

$ 19.85

$ 18.02

$ 17.58

$ 14.98

$ 13.40

Total Return A

  10.56%

3.32%

18.18%

13.39%

(40.66)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.11%

1.08%

1.15%

1.27%

1.21%

Expenses net of fee waivers, if any

  1.11%

1.08%

1.15%

1.27%

1.21%

Expenses net of all reductions

  1.09%

1.05%

1.12%

1.24%

1.19%

Net investment income (loss)

  .84%

.60%

.50%

.92%

.84%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,081,240

$ 1,114,694

$ 1,087,928

$ 991,996

$ 934,885

Portfolio turnover rate D

  186%

203%

166%

224%

264%

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,

2012

2011

2010

2009 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 17.98

$ 17.57

$ 15.00

$ 10.88

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .14

.10

.07

.06

Net realized and unrealized gain (loss)

  1.74

.47

2.63

4.06

Total from investment operations

  1.88

.57

2.70

4.12

Distributions from net investment income

  (.08)

(.11)

(.11)

-

Distributions from net realized gain

  -

(.05)

(.02)

-

Total distributions

  (.08)

(.16)

(.13)

-

Redemption fees added to paid in capital D,I

-

-

-

-

Net asset value, end of period

$ 19.78

$ 17.98

$ 17.57

$ 15.00

Total Return B,C

  10.49%

3.23%

18.08%

37.87%

Ratios to Average Net Assets E,H

 

 

 

 

Expenses before reductions

  1.18%

1.13%

1.21%

1.17% A

Expenses net of fee waivers, if any

  1.18%

1.13%

1.21%

1.17% A

Expenses net of all reductions

  1.16%

1.10%

1.19%

1.15% A

Net investment income (loss)

  .77%

.56%

.44%

.62% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,291

$ 3,086

$ 335

$ 290

Portfolio turnover rate F

  186%

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

Fidelity Worldwide Fund


Notes to Financial Statements

For the period ended October 31, 2012

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 shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

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

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

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

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

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

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

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

Annual Report

Fidelity Worldwide Fund

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:

Gross unrealized appreciation

$ 122,955,424

Gross unrealized depreciation

(29,246,711)

Net unrealized appreciation (depreciation) on securities and other investments

$ 93,708,713

 

 

Tax Cost

$ 1,022,088,555

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

Undistributed ordinary income

$ 8,068,312

Undistributed long-term capital gain

$ 3,746,668

Net unrealized appreciation (depreciation)

$ 93,636,040

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 4,089,511

$ 9,114,660

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,976,525,810 and $2,106,835,705, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Worldwide as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .80% of the Fund's average net assets.

Annual Report

5. 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%

$ 37,612

$ 2,060

Class T

.25%

.25%

20,552

83

Class B

.75%

.25%

2,828

2,126

Class C

.75%

.25%

15,263

5,004

 

 

 

$ 76,255

$ 9,273

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 7,220

Class T

1,258

Class B*

616

Class C*

1,466

 

$ 10,560

* 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

$ 45,131

.30

Class T

12,753

.31

Class B

850

.30

Class C

4,641

.30

Worldwide

2,452,307

.23

Institutional Class

11,291

.31

 

$ 2,526,973

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $46,686 for the period.

Annual Report

Fidelity Worldwide Fund

Notes to Financial Statements - continued

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 Loan
Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 6,075,000

.33%

$ 56

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,986 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $279,543, including $261 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $206,687 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 16,598

$ 36,687

Class T

-

3,024

Class B

-

-

Class C

-

-

Worldwide

4,059,519

6,199,611

Institutional Class

13,394

4,819

Total

$ 4,089,511

$ 6,244,141

From net realized gain

 

 

Class A

$ -

$ 20,664

Class T

-

3,280

Class B

-

-

Class C

-

-

Worldwide

-

2,844,643

Institutional Class

-

1,932

Total

$ -

$ 2,870,519

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

433,206

446,295

$ 8,109,308

$ 8,440,354

Reinvestment of distributions

720

2,409

12,524

44,007

Shares redeemed

(218,566)

(143,732)

(4,053,305)

(2,654,718)

Net increase (decrease)

215,360

304,972

$ 4,068,527

$ 5,829,643

Class T

 

 

 

 

Shares sold

202,603

307,740

$ 3,780,147

$ 5,853,479

Reinvestment of distributions

-

344

-

6,293

Shares redeemed

(42,181)

(249,620)

(800,428)

(4,835,753)

Net increase (decrease)

160,422

58,464

$ 2,979,719

$ 1,024,019

Class B

 

 

 

 

Shares sold

4,060

3,768

$ 73,532

$ 71,519

Reinvestment of distributions

-

-

-

-

Shares redeemed

(2,808)

(6,939)

(51,407)

(128,598)

Net increase (decrease)

1,252

(3,171)

$ 22,125

$ (57,079)

Class C

 

 

 

 

Shares sold

38,075

41,472

$ 696,495

$ 784,669

Reinvestment of distributions

-

-

-

-

Shares redeemed

(22,245)

(9,227)

(407,626)

(167,760)

Net increase (decrease)

15,830

32,245

$ 288,869

$ 616,909

Worldwide

 

 

 

 

Shares sold

8,155,382

12,255,493

$ 150,136,706

$ 231,984,939

Reinvestment of distributions

226,349

480,262

3,956,581

8,805,760

Shares redeemed

(15,784,478)

(12,736,797)

(288,554,381)

(238,335,100)

Net increase (decrease)

(7,402,747)

(1,042)

$ (134,461,094)

$ 2,455,599

Institutional Class

 

 

 

 

Shares sold

111,552

162,911

$ 2,100,045

$ 2,875,496

Reinvestment of distributions

745

360

12,982

6,581

Shares redeemed

(67,062)

(10,647)

(1,264,501)

(193,044)

Net increase (decrease)

45,235

152,624

$ 848,526

$ 2,689,033

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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Worldwide Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the 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 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

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

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

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

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

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

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

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

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

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

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

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

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

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

Annual Report


Distributions

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

12/10/12

12/07/12

$0.456

$0.068

Fidelity International Capital Appreciation Fund

12/10/12

12/07/12

$0.120

$0.000

Fidelity Overseas Fund

12/10/12

12/07/12

$0.774

$0.000

Fidelity Worldwide Fund

12/10/12

12/07/12

$0.159

$0.080

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

Fidelity Worldwide Fund

$3,746,668

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:

Fidelity Diversified International Fund

100%

Fidelity Diversified International Fund: Class F

100%

Fidelity International Capital Appreciation Fund

100%

Fidelity Overseas Fund

78%

Fidelity Overseas Fund: Class F

70%

Fidelity Worldwide Fund

100%

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

Fidelity Diversified International Fund

2%

Fidelity Diversified International Fund: Class F

1%

Fidelity International Capital Appreciation Fund

9%

Fidelity Worldwide Fund

98%

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

12/05/2011

$0.512

$0.0344

Fidelity Diversified International Fund: Class F

12/05/2011

$0.588

$0.0344

Fidelity International Capital Appreciation Fund

12/05/2011

$0.141

$0.0125

Fidelity Overseas Fund

12/05/2011

$0.814

$0.0493

Fidelity Overseas Fund: Class F

12/05/2011

$0.912

$0.0493

Fidelity Worldwide Fund

12/05/2011

$0.000

$0.0000

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

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of each fund's Advisory Contracts, including the services and support provided to each fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew each fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to each fund and its shareholders (including the investment performance of each fund); (ii) the competitiveness of each fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with each fund; (iv) the extent to which economies of scale exist and would be realized as each fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for each fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of each fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the funds' investment objectives, strategies, and related investment philosophies. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of each fund.

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

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

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) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance (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. For each fund, the following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, as available, the cumulative total returns of Class K 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 box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom 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

ibd3797411

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 longer performance record) 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 the retail class of the fund was lower than its benchmark for the one- and three-year periods, although the five-year cumulative total return of the retail class compared favorably to its benchmark. 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.

Annual Report

Fidelity Overseas Fund

ibd3797413

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 longer 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 between the fund's classes reflect the variations in class expenses, which result in lower performance for the higher expense class. The Board discussed with FMR actions to improve the fund's disappointing performance relative to its peer group and benchmark. The Board noted that this fund had underperformed in the past and discussed with FMR its disappointment with the continued underperformance of the fund. The Board noted that there was a portfolio management change for the fund in January 2012. 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, 2011, 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 (top of box) and the 75th percentile return (bottom 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

Board Approval of Investment Advisory Contracts and Management Fees - continued

Fidelity International Capital Appreciation Fund

ibd3797415

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the second quartile for the one- and five-year periods and the first quartile for the three-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, 2011, as available, 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 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 C 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 (top of box) and the 75th percentile return (bottom 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 Worldwide Fund

ibd3797417

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- and three-year periods and the first quartile for the five-year period. The Board also noted that the investment performance of the retail class of the fund compared favorably to its benchmark for the three- and five-year periods, although the fund's one-year 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.

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 17% means that 83% 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

Board Approval of Investment Advisory Contracts and Management Fees - continued

Fidelity Diversified International Fund

ibd3797419

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 2011. 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

ibd3797421

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 2011. 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.

Annual Report

Fidelity Overseas Fund

ibd3797423

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 2011. 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

ibd3797425

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 2011. 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

Board Approval of Investment Advisory Contracts and Management Fees - continued

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 International Capital Appreciation Fund and each class of each of Diversified International Fund and Overseas Fund ranked below its competitive median for 2011.

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 2011 and the total expense ratio of each of Class T and Institutional Class ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of 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.

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

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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.

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
Smithfield, RI

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®) (automated graphic)
1-800-544-5555

(automated graphic)
Automated line for quickest service

ibd3797430

IBD-UANNPRO-1212
1.784774.109

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

Emerging Europe,
Middle East, Africa (EMEA)

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

Annual Report

October 31, 2012

(Fidelity Cover Art)

Class A, Class T, Class B, and Class C are classes of Fidelity® Emerging Europe,
Middle East, Africa (EMEA) Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 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. © 2012 FMR LLC. All rights reserved.

Annual Report

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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, 2012

 

Past 1
year

Life of
fund
A

  Class A (incl. 5.75% sales charge)

 

0.26%

-3.36%

  Class T (incl. 3.50% sales charge)

 

2.42%

-3.11%

  Class B (incl. contingent deferred sales charge) B

 

0.56%

-3.25%

  Class C (incl. contingent deferred sales charge) C

 

4.68%

-2.80%

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 2%, 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.

aem75674

Annual Report


Management's Discussion of Fund Performance

Market Recap: Emerging-markets stocks gained 2.98% for the year ending October 31, 2012, as measured by the MSCI® Emerging Markets Index. After some early choppiness, the index rallied strongly in the first two months of 2012 but retreated from March through May amid renewed concerns about Europe's sovereign debt crisis and continued economic sluggishness in key countries such as China and Brazil. A general uptrend in the final five months of the period lifted the index into positive territory for the full year, despite the head wind of a generally stronger U.S. dollar. Major benchmark component Brazil was a drag on performance, falling roughly 13%. The nation's inflation rate crept higher while economic growth ebbed, creating an unfavorable backdrop for stocks here. India's market retreated about 5%, while Russia gave up 4%. Conversely, Hong Kong advanced approximately 17%, aided by rebounding shares of property developers, while South Africa added 7%, China rose roughly 5% and South Korea and Taiwan gained about 4% and 1%, respectively. Sentiment about Chinese stocks improved following the government's September approval of massive outlays for infrastructure projects, in hopes of halting that nation's economic slowdown. However, China's ongoing transition to new Communist Party leadership created uncertainty that kept some investors on the sidelines.

Comments from 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 6.38%, 6.14%, 5.56% and 5.68%, respectively (excluding sales charges), outperforming the 4.73% gain of the MSCI® EM (Emerging Markets) Europe, Middle East and Africa Index. Relative to the index, an overweighting in consumer staples proved most fruitful, particularly within food and staples retailing. Our positioning in utilities also helped, as did an underweighting in materials and security selection in energy, financials and telecommunication services. Geographically, the fund was aided the most by stock selection in Kenya and out-of-benchmark holdings in Canada. Top contributors included Canada-based Africa Oil, three South African stocks - drug store chain Clicks Group, supermarket firm Shoprite Holdings and diversified financials firm FirstRand - and not owning Gold Fields and Impala Platinum Holdings, two underperforming index components located in South Africa. On the downside, an underweighting in consumer discretionary dampened relative returns, particularly in the media group. Regionally, positioning in Turkey and stock selection in Russia were negatives. Among the individual detractors were underweightings in South African media company Naspers and Russian retailer Magnit, an overweighting in South Africa's Harmony Gold Mining, an investment in Russian energy firm TNK-BP Holding and not owning Turkish bank and outperforming index component Akbank Turk Anonim Sirketi. Africa Oil and Magnit were not held by the fund at period end.

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, 2012, 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Annual Report

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

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2012

Ending
Account Value
October 31, 2012

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

Class A

1.59%

 

 

 

Actual

 

$ 1,000.00

$ 984.20

$ 7.93

HypotheticalA

 

$ 1,000.00

$ 1,017.14

$ 8.06

Class T

1.88%

 

 

 

Actual

 

$ 1,000.00

$ 981.90

$ 9.37

HypotheticalA

 

$ 1,000.00

$ 1,015.69

$ 9.53

Class B

2.34%

 

 

 

Actual

 

$ 1,000.00

$ 979.70

$ 11.64

HypotheticalA

 

$ 1,000.00

$ 1,013.37

$ 11.84

Class C

2.35%

 

 

 

Actual

 

$ 1,000.00

$ 980.70

$ 11.70

HypotheticalA

 

$ 1,000.00

$ 1,013.32

$ 11.89

Emerging Europe, Middle East, Africa (EMEA)

1.34%

 

 

 

Actual

 

$ 1,000.00

$ 986.50

$ 6.69

HypotheticalA

 

$ 1,000.00

$ 1,018.40

$ 6.80

Institutional Class

1.24%

 

 

 

Actual

 

$ 1,000.00

$ 986.50

$ 6.19

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.29

A 5% return per year before expenses

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

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

aem75676

South Africa 42.4%

 

aem75678

Russia 30.6%

 

aem75680

Turkey 6.4%

 

aem75682

United Arab Emirates 5.1%

 

aem75684

Poland 2.6%

 

aem75686

Kenya 2.3%

 

aem75688

Nigeria 1.6%

 

aem75690

Morocco 1.0%

 

jmcw

Other* 8.0%

 

aem75694

* Includes short-term investments and net other assets.

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

As of April 30, 2012

aem75676

South Africa 47.1%

 

aem75678

Russia 31.2%

 

aem75680

Turkey 5.0%

 

aem75682

United Arab Emirates 3.5%

 

aem75700

Kenya 2.5%

 

aem75684

Poland 2.4%

 

aem75686

Nigeria 1.5%

 

aem75688

Morocco 1.0%

 

aem75690

Qatar 0.9%

 

jmcw

Other* 4.9%

 

aem75707

* Includes short-term investments and net other assets.

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

95.5

98.7

Bonds

0.6

0.6

Short-Term Investments and Net Other Assets (Liabilities)

3.9

0.7

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

MTN Group Ltd. (South Africa, Wireless Telecommunication Services)

7.8

7.4

Lukoil Oil Co. (Russia, Oil, Gas & Consumable Fuels)

7.6

6.3

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

6.8

6.5

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

6.4

8.0

Standard Bank Group Ltd. (South Africa, Commercial Banks)

3.7

5.0

Turkiye Garanti Bankasi A/S (Turkey, Commercial Banks)

3.3

2.4

FirstRand Ltd. (South Africa, Diversified Financial Services)

3.2

4.2

Clicks Group Ltd. (South Africa, Food & Staples Retailing)

3.0

2.8

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

2.6

2.7

Surgutneftegaz JSC (Russia, Oil, Gas & Consumable Fuels)

2.6

2.3

 

47.0

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

28.0

26.8

Energy

26.3

27.5

Telecommunication Services

13.4

13.5

Materials

9.7

10.8

Consumer Staples

9.5

10.5

Industrials

3.5

3.2

Consumer Discretionary

3.0

4.1

Health Care

1.6

1.3

Utilities

0.5

1.0

Information Technology

0.3

0.3

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 92.9%

Shares

Value

Bailiwick of Jersey - 0.4%

Randgold Resources Ltd.

5,200

$ 621,595

Canada - 0.4%

Silver Wheaton Corp.

13,200

531,965

Czech Republic - 0.7%

Philip Morris CR A/S

1,700

910,824

Kenya - 2.3%

Barclays Bank of Kenya Ltd.

1,820,550

337,812

British American Tobacco Kenya Ltd.

76,700

420,656

East African Breweries Ltd.

153,906

433,793

Kenya Airways Ltd.

1,754,900

256,588

Safaricom Ltd.

25,380,571

1,311,503

Uchumi Supermarket Ltd.

2,000,000

461,538

TOTAL KENYA

3,221,890

Morocco - 1.0%

Maroc Telecom SA

112,000

1,415,396

Nigeria - 1.6%

Guaranty Trust Bank PLC

5,238,796

660,437

Nigerian Breweries PLC

124,501

96,075

Skye Bank PLC

28,071,010

729,210

Zenith Bank PLC

6,364,370

730,205

TOTAL NIGERIA

2,215,927

Poland - 2.6%

Bank Polska Kasa Opieki SA

45,800

2,199,157

Eurocash SA

61,300

748,622

Kruk SA (a)

53,400

729,250

TOTAL POLAND

3,677,029

Qatar - 0.9%

Qatar National Bank SAQ

18,153

667,597

Vodafone Qatar QSC (a)

254,173

628,286

TOTAL QATAR

1,295,883

Russia - 28.0%

Gazprom OAO

1,948,900

9,009,597

Lukoil Oil Co.

5,000

303,582

Lukoil Oil Co. sponsored ADR (United Kingdom)

171,495

10,366,873

NOVATEK OAO

40,000

434,273

NOVATEK OAO GDR (Reg. S)

28,500

3,249,000

Rosneft Oil Co. OJSC

140,000

1,038,970

Rosneft Oil Co. OJSC GDR (Reg. S)

146,700

1,085,580

Common Stocks - continued

Shares

Value

Russia - continued

Sberbank (Savings Bank of the Russian Federation)

3,263,700

$ 9,554,222

Sistema JSFC sponsored GDR

11,700

214,695

TNK-BP Holding

909,300

1,856,259

Uralkali OJSC

282,800

2,229,184

TOTAL RUSSIA

39,342,235

South Africa - 42.4%

Adcock Ingram Holdings Ltd.

62,000

414,017

AngloGold Ashanti Ltd.

86,100

2,908,917

Aspen Pharmacare Holdings Ltd.

74,300

1,353,924

Cashbuild Ltd.

60,100

1,039,299

Clicks Group Ltd.

609,706

4,203,632

DRDGOLD Ltd.

1,483,914

1,040,544

FirstRand Ltd.

1,370,500

4,549,023

Harmony Gold Mining Co. Ltd.

435,600

3,568,840

Holdsport Ltd.

80,000

415,194

Kagiso Media Ltd.

123,000

283,716

Massmart Holdings Ltd.

81,300

1,635,255

MTN Group Ltd.

610,950

11,016,002

Nampak Ltd.

689,600

2,298,494

Naspers Ltd. Class N

39,600

2,570,884

Omnia Holdings Ltd.

26,000

384,873

Pinnacle Technology Holdings Ltd.

218,800

432,773

Pioneer Foods Ltd.

172,000

1,100,956

Rand Merchant Insurance Holdings Ltd.

120,900

315,265

Raubex Group Ltd.

1,475,600

2,808,025

RMB Holdings Ltd.

286,500

1,256,937

Sanlam Ltd.

381,900

1,705,868

Sasol Ltd.

77,900

3,318,546

Shoprite Holdings Ltd.

111,100

2,284,619

Standard Bank Group Ltd.

419,763

5,185,403

Vodacom Group Ltd.

239,600

3,020,336

Wilson Bayly Holmes-Ovcon Ltd.

27,700

453,965

TOTAL SOUTH AFRICA

59,565,307

Turkey - 6.4%

Aygaz A/S

159,000

732,686

Koc Holding A/S

143,850

675,714

Turk Telekomunikasyon A/S

324,100

1,265,662

Turkiye Garanti Bankasi A/S

984,000

4,699,046

Turkiye Petrol Rafinerile A/S

68,000

1,661,590

TOTAL TURKEY

9,034,698

Common Stocks - continued

Shares

Value

United Arab Emirates - 5.1%

Agthia Group PJSC

734,869

$ 390,143

Aldar Properties PJSC (a)

1,587,210

587,696

Dubai Financial Market PJSC (a)

5,815,429

1,599,124

Emaar Properties (a)

330,000

324,340

Emirates NBD Bank PJSC

396,999

311,287

First Gulf Bank PJSC

1,093,458

3,110,982

National Bank of Abu Dhabi PJSC (a)

156,000

420,474

NMC Health PLC

160,300

468,218

TOTAL UNITED ARAB EMIRATES

7,212,264

United Kingdom - 0.7%

Tullow Oil PLC

40,500

917,611

Zambia - 0.4%

Zambeef Products PLC

997,525

509,548

TOTAL COMMON STOCKS

(Cost $128,358,203)


130,472,172

Nonconvertible Preferred Stocks - 2.6%

 

 

 

 

Russia - 2.6%

Surgutneftegaz JSC
(Cost $3,238,242)

5,826,700


3,608,911

Nonconvertible Bonds - 0.3%

 

Principal Amount

 

Multi-National - 0.3%

International Bank for Reconstruction & Development 8.2% 12/12/12
(Cost $510,799)

NGN

80,000,000


501,719

Government Obligations - 0.3%

 

Ghana - 0.3%

Ghana Republic 14.99% 3/11/13
(Cost $672,328)

GHS

950,000


495,198

Money Market Funds - 3.4%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)
(Cost $4,780,137)

4,780,137

$ 4,780,137

TOTAL INVESTMENT PORTFOLIO - 99.5%

(Cost $137,559,709)

139,858,137

NET OTHER ASSETS (LIABILITIES) - 0.5%

649,226

NET ASSETS - 100%

$ 140,507,363

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

$ 1,816

Fidelity Securities Lending Cash Central Fund

2,270

Total

$ 4,086

Other Information

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

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

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 4,309,093

$ 4,309,093

$ -

$ -

Consumer Staples

13,195,661

13,195,661

-

-

Energy

36,850,792

33,532,246

3,318,546

-

Financials

38,944,085

38,944,085

-

-

Health Care

2,236,159

2,236,159

-

-

Industrials

4,923,542

4,923,542

-

-

Information Technology

432,773

432,773

-

-

Materials

13,584,412

6,485,060

7,099,352

-

Telecommunication Services

18,871,880

18,871,880

-

-

Utilities

732,686

732,686

-

-

Corporate Bonds

501,719

-

501,719

-

Government Obligations

495,198

-

495,198

-

Money Market Funds

4,780,137

4,780,137

-

-

Total Investments in Securities:

$ 139,858,137

$ 128,443,322

$ 11,414,815

$ -

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

October 31, 2012

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $132,779,572)

$ 135,078,000

 

Fidelity Central Funds (cost $4,780,137)

4,780,137

 

Total Investments (cost $137,559,709)

 

$ 139,858,137

Foreign currency held at value (cost $4)

4

Receivable for investments sold

932,927

Receivable for fund shares sold

236,104

Dividends receivable

137,560

Interest receivable

46,891

Distributions receivable from Fidelity Central Funds

384

Other receivables

20,009

Total assets

141,232,016

 

 

 

Liabilities

Payable to custodian bank

$ 173,955

Payable for investments purchased

203,317

Payable for fund shares redeemed

116,731

Accrued management fee

94,834

Distribution and service plan fees payable

10,112

Other affiliated payables

40,250

Other payables and accrued expenses

85,454

Total liabilities

724,653

 

 

 

Net Assets

$ 140,507,363

Net Assets consist of:

 

Paid in capital

$ 137,298,110

Undistributed net investment income

2,631,143

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

(1,720,590)

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

2,298,700

Net Assets

$ 140,507,363

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

Annual Report

Statement of Assets and Liabilities - continued

  

October 31, 2012

 

 

 

Calculation of Maximum Offering Price 

 Class A:
Net Asset Value
and redemption price per share ($8,933,695 ÷ 1,025,317 shares)

$ 8.71

 

 

 

Maximum offering price per share (100/94.25 of $8.71)

$ 9.24

Class T:
Net Asset Value
and redemption price per share ($3,335,630 ÷ 384,126 shares)

$ 8.68

 

 

 

Maximum offering price per share (100/96.50 of $8.68)

$ 8.99

Class B:
Net Asset Value
and offering price per share ($441,311 ÷ 50,760 shares)A

$ 8.69

 

 

 

Class C:
Net Asset Value
and offering price per share ($7,769,597 ÷ 901,585 shares)A

$ 8.62

 

 

 

 

 

 

Emerging Europe, Middle East, Africa (EMEA):
Net Asset Value
, offering price and redemption price per share ($111,441,166 ÷ 12,742,737 shares)

$ 8.75

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($8,585,964 ÷ 981,532 shares)

$ 8.75

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, 2012

 

  

  

Investment Income

  

  

Dividends

 

$ 5,662,084

Interest

 

119,997

Income from Fidelity Central Funds

 

4,086

Income before foreign taxes withheld

 

5,786,167

Less foreign taxes withheld

 

(570,242)

Total income

 

5,215,925

 

 

 

Expenses

Management fee

$ 1,144,017

Transfer agent fees

410,177

Distribution and service plan fees

121,246

Accounting and security lending fees

73,383

Custodian fees and expenses

162,444

Independent trustees' compensation

932

Registration fees

80,566

Audit

61,768

Legal

700

Miscellaneous

1,543

Total expenses before reductions

2,056,776

Expense reductions

(39,356)

2,017,420

Net investment income (loss)

3,198,505

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

10,659,509

Foreign currency transactions

(146,089)

Total net realized gain (loss)

 

10,513,420

Change in net unrealized appreciation (depreciation) on:

Investment securities

(5,473,687)

Assets and liabilities in foreign currencies

2,731

Total change in net unrealized appreciation (depreciation)

 

(5,470,956)

Net gain (loss)

5,042,464

Net increase (decrease) in net assets resulting from operations

$ 8,240,969

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

Annual Report

Statement of Changes in Net Assets

  

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,198,505

$ 3,341,999

Net realized gain (loss)

10,513,420

3,427,666

Change in net unrealized appreciation (depreciation)

(5,470,956)

(17,523,712)

Net increase (decrease) in net assets resulting
from operations

8,240,969

(10,754,047)

Distributions to shareholders from net investment income

(2,782,952)

(1,835,361)

Distributions to shareholders from net realized gain

-

(302,617)

Total distributions

(2,782,952)

(2,137,978)

Share transactions - net increase (decrease)

(7,689,254)

(11,096,734)

Redemption fees

36,290

119,309

Total increase (decrease) in net assets

(2,194,947)

(23,869,450)

 

 

 

Net Assets

Beginning of period

142,702,310

166,571,760

End of period (including undistributed net investment income of $2,631,143 and undistributed net investment income of $2,747,743, respectively)

$ 140,507,363

$ 142,702,310

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.34

$ 8.97

$ 7.26

$ 4.75

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .18

  .16 H

  .07

  .05

  .04

Net realized and unrealized gain (loss)

  .34

  (.70)

  1.70

  2.48

  (5.31)

Total from investment operations

  .52

  (.54)

  1.77

  2.53

  (5.27)

Distributions from net investment income

  (.15)

  (.08)

  (.04)

  (.03)

  -

Distributions from net realized gain

  -

  (.02)

  (.02)

  -

  -

Total distributions

  (.15)

  (.10)

  (.07) L

  (.03)

  -

Redemption fees added to paid in capital E

  - K

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.71

$ 8.34

$ 8.97

$ 7.26

$ 4.75

Total Return B, C, D

  6.38%

  (6.05)%

  24.66%

  53.78%

  (52.50)%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  1.62%

  1.60%

  1.69%

  1.87%

  2.50% A

Expenses net of fee waivers, if any

  1.62%

  1.56%

  1.50%

  1.50%

  1.50% A

Expenses net of all reductions

  1.60%

  1.51%

  1.38%

  1.39%

  1.23% A

Net investment income (loss)

  2.09%

  1.70% H

  .95%

  .84%

  1.20% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,934

$ 10,260

$ 10,045

$ 4,817

$ 1,368

Portfolio turnover rate G

  30%

  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 large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring 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 Amount represents less than $.01 per share.

L 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,

2012

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.31

$ 8.96

$ 7.25

$ 4.75

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .15

  .13 H

  .06

  .04

  .04

Net realized and unrealized gain (loss)

  .35

  (.71)

  1.69

  2.47

  (5.31)

Total from investment operations

  .50

  (.58)

  1.75

  2.51

  (5.27)

Distributions from net investment income

  (.13)

  (.07)

  (.03)

  (.02)

  -

Distributions from net realized gain

  -

  (.02)

  (.02)

  -

  -

Total distributions

  (.13)

  (.08) L

  (.05)

  (.02)

  -

Redemption fees added to paid in capital E

  - K

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.68

$ 8.31

$ 8.96

$ 7.25

$ 4.75

Total Return B, C, D

  6.14%

  (6.42)%

  24.44%

  53.20%

  (52.50)%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  1.89%

  1.87%

  1.95%

  2.15%

  2.78% A

Expenses net of fee waivers, if any

  1.89%

  1.84%

  1.75%

  1.75%

  1.75% A

Expenses net of all reductions

  1.86%

  1.78%

  1.62%

  1.64%

  1.49% A

Net investment income (loss)

  1.82%

  1.42% H

  .70%

  .59%

  .95% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,336

$ 3,502

$ 3,114

$ 1,560

$ 568

Portfolio turnover rate G

  30%

  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 large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring 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 Amount represents less than $.01 per share.

L 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,

2012

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.29

$ 8.93

$ 7.23

$ 4.73

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .11

  .09 H

  .02

  .01

  .02

Net realized and unrealized gain (loss)

  .35

  (.71)

  1.68

  2.48

  (5.31)

Total from investment operations

  .46

  (.62)

  1.70

  2.49

  (5.29)

Distributions from net investment income

  (.06)

  (.02)

  -

  -

  -

Distributions from net realized gain

  -

  (.01)

  (.01)

  -

  -

Total distributions

  (.06)

  (.03)

  (.01)

  -

  -

Redemption fees added to paid in capital E

  - K

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.69

$ 8.29

$ 8.93

$ 7.23

$ 4.73

Total Return B, C, D

  5.56%

  (6.85)%

  23.72%

  52.85%

  (52.70)%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  2.38%

  2.37%

  2.47%

  2.68%

  3.32% A

Expenses net of fee waivers, if any

  2.38%

  2.33%

  2.25%

  2.25%

  2.25% A

Expenses net of all reductions

  2.35%

  2.27%

  2.12%

  2.14%

  1.99% A

Net investment income (loss)

  1.33%

  .93% H

  .20%

  .09%

  .45% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 441

$ 539

$ 822

$ 782

$ 487

Portfolio turnover rate G

  30%

  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 large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring 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 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,

2012

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.24

$ 8.90

$ 7.23

$ 4.73

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .11

  .08 H

  .02

  .01

  .02

Net realized and unrealized gain (loss)

  .35

  (.69)

  1.67

  2.48

  (5.31)

Total from investment operations

  .46

  (.61)

  1.69

  2.49

  (5.29)

Distributions from net investment income

  (.08)

  (.05)

  (.01)

  -

  -

Distributions from net realized gain

  -

  (.02)

  (.02)

  -

  -

Total distributions

  (.08)

  (.06) L

  (.03)

  -

  -

Redemption fees added to paid in capital E

  - K

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.62

$ 8.24

$ 8.90

$ 7.23

$ 4.73

Total Return B, C, D

  5.68%

  (6.79)%

  23.61%

  52.85%

  (52.70)%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  2.37%

  2.36%

  2.45%

  2.61%

  3.28% A

Expenses net of fee waivers, if any

  2.37%

  2.33%

  2.25%

  2.25%

  2.25% A

Expenses net of all reductions

  2.35%

  2.27%

  2.13%

  2.14%

  1.99% A

Net investment income (loss)

  1.34%

  .93% H

  .20%

  .09%

  .45% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 7,770

$ 6,650

$ 5,151

$ 2,677

$ 741

Portfolio turnover rate G

  30%

  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 large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring 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 Amount represents less than $.01 per share.

L 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,

2012

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.37

$ 9.00

$ 7.28

$ 4.76

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .20

  .18 G

  .09

  .07

  .05

Net realized and unrealized gain (loss)

  .35

  (.71)

  1.70

  2.48

  (5.31)

Total from investment operations

  .55

  (.53)

  1.79

  2.55

  (5.26)

Distributions from net investment income

  (.17)

  (.09)

  (.05)

  (.04)

  -

Distributions from net realized gain

  -

  (.02)

  (.02)

  -

  -

Total distributions

  (.17)

  (.11)

  (.08) K

  (.04)

  -

Redemption fees added to paid in capital D

  - J

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.75

$ 8.37

$ 9.00

$ 7.28

$ 4.76

Total Return B, C

  6.81%

  (5.91)%

  24.92%

  54.15%

  (52.40)%

Ratios to Average Net Assets E, I

 

 

 

 

 

Expenses before reductions

  1.37%

  1.35%

  1.45%

  1.61%

  2.19% A

Expenses net of fee waivers, if any

  1.37%

  1.31%

  1.25%

  1.25%

  1.25% A

Expenses net of all reductions

  1.34%

  1.25%

  1.12%

  1.14%

  .98% A

Net investment income (loss)

  2.34%

  1.95% G

  1.21%

  1.09%

  1.45% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 111,441

$ 114,117

$ 140,270

$ 104,141

$ 32,535

Portfolio turnover rate F

  30%

  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 large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring 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 Amount represents less than $.01 per share.

K 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,

2012

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.37

$ 9.00

$ 7.28

$ 4.76

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .21

  .19 G

  .09

  .06

  .05

Net realized and unrealized gain (loss)

  .35

  (.72)

  1.70

  2.49

  (5.31)

Total from investment operations

  .56

  (.53)

  1.79

  2.55

  (5.26)

Distributions from net investment income

  (.18)

  (.09)

  (.05)

  (.04)

  -

Distributions from net realized gain

  -

  (.02)

  (.02)

  -

  -

Total distributions

  (.18)

  (.11)

  (.08) K

  (.04)

  -

Redemption fees added to paid in capital D

  - J

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.75

$ 8.37

$ 9.00

$ 7.28

$ 4.76

Total Return B, C

  6.93%

  (5.91)%

  24.95%

  54.15%

  (52.40)%

Ratios to Average Net Assets E, I

 

 

 

 

 

Expenses before reductions

  1.28%

  1.26%

  1.34%

  1.60%

  2.12% A

Expenses net of fee waivers, if any

  1.28%

  1.24%

  1.25%

  1.25%

  1.25% A

Expenses net of all reductions

  1.25%

  1.19%

  1.13%

  1.14%

  .98% A

Net investment income (loss)

  2.43%

  2.02% G

  1.20%

  1.09%

  1.46% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,586

$ 7,633

$ 7,171

$ 4,235

$ 2,695

Portfolio turnover rate F

  30%

  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 large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring 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 Amount represents less than $.01 per share.

K 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, 2012

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

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

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

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

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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, 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

$ 16,922,441

Gross unrealized depreciation

(15,370,673)

Net unrealized appreciation (depreciation) on securities and other investments

$ 1,551,768

 

 

Tax Cost

$ 138,306,369

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

Undistributed ordinary income

$ 3,778,819

Capital loss carryforward

$ (2,121,605)

Net unrealized appreciation (depreciation)

$ 1,552,040

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

Fiscal year of expiration

 

2018

$ (2,121,605)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 2,782,952

$ 2,137,978

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

3. Significant Accounting Policies - continued

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $42,139,137 and $54,373,981, 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 an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total 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%

$ 22,962

$ 252

Class T

.25%

.25%

17,208

64

Class B

.75%

.25%

4,896

3,697

Class C

.75%

.25%

76,180

10,823

 

 

 

$ 121,246

$ 14,836

Annual Report

Notes to Financial Statements - continued

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 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 4,269

Class T

1,365

Class B*

2,582

Class C*

2,232

 

$ 10,448

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

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

 

Amount

% of
Average
Net Assets

Class A

$ 27,199

.30

Class T

10,795

.31

Class B

1,463

.30

Class C

22,681

.30

Emerging Europe, Middle East, Africa (EMEA)

331,681

.29

Institutional Class

16,358

.20

 

$ 410,177

 

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

Annual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $389 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 $2,270. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $39,356 for the period.

Annual Report

Notes to Financial Statements - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 173,376

$ 97,896

Class T

52,030

26,168

Class B

3,592

1,907

Class C

61,819

32,267

Emerging Europe, Middle East, Africa (EMEA)

2,310,485

1,585,636

Institutional Class

181,650

91,487

Total

$ 2,782,952

$ 1,835,361

From net realized gain

 

 

Class A

$ -

$ 18,012

Class T

-

5,690

Class B

-

902

Class C

-

9,924

Emerging Europe, Middle East, Africa (EMEA)

-

253,422

Institutional Class

-

14,667

Total

$ -

$ 302,617

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

188,687

827,297

$ 1,610,923

$ 7,697,437

Reinvestment of distributions

16,919

10,020

134,509

92,483

Shares redeemed

(411,198)

(725,856)

(3,440,999)

(6,651,188)

Net increase (decrease)

(205,592)

111,461

$ (1,695,567)

$ 1,138,732

Class T

 

 

 

 

Shares sold

75,037

164,342

$ 636,446

$ 1,527,510

Reinvestment of distributions

6,513

3,447

51,713

31,848

Shares redeemed

(118,919)

(94,003)

(995,876)

(862,784)

Net increase (decrease)

(37,369)

73,786

$ (307,717)

$ 696,574

Class B

 

 

 

 

Shares sold

2,520

9,372

$ 21,721

$ 87,632

Reinvestment of distributions

430

285

3,432

2,673

Shares redeemed

(17,241)

(36,653)

(147,235)

(325,442)

Net increase (decrease)

(14,291)

(26,996)

$ (122,082)

$ (235,137)

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class C

 

 

 

 

Shares sold

337,293

438,284

$ 2,767,333

$ 4,066,195

Reinvestment of distributions

7,082

4,100

56,016

37,820

Shares redeemed

(250,062)

(213,656)

(2,064,165)

(1,892,778)

Net increase (decrease)

94,313

228,728

$ 759,184

$ 2,211,237

Emerging Europe, Middle East, Africa (EMEA)

 

 

 

 

Shares sold

3,688,393

7,381,313

$ 31,635,971

$ 68,910,601

Reinvestment of distributions

276,215

187,137

2,198,675

1,730,170

Shares redeemed

(4,854,267)

(9,520,946)

(40,803,317)

(86,802,311)

Net increase (decrease)

(889,659)

(1,952,496)

$ (6,968,671)

$ (16,161,540)

Institutional Class

 

 

 

 

Shares sold

336,442

597,666

$ 2,842,158

$ 5,560,036

Reinvestment of distributions

5,723

1,263

45,553

11,681

Shares redeemed

(272,120)

(484,423)

(2,242,112)

(4,318,317)

Net increase (decrease)

70,045

114,506

$ 645,599

$ 1,253,400

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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four 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 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvery oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

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

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

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

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

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

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

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

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

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

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

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

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

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

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Emerging Europe, Middle East, Africa (EMEA) 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

12/10/12

12/07/12

$0.151

$0.074

Class T

12/10/12

12/07/12

$0.122

$0.074

Class B

12/10/12

12/07/12

$0.057

$0.074

Class C

12/10/12

12/07/12

$0.078

$0.074

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

12/12/11

$0.040

$0.0204

Class T

12/12/11

$0.035

$0.0204

Class B

12/12/11

$0.018

$0.0204

Class C

12/12/11

$0.024

$0.0204

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

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

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

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

Annual Report

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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 believes that no meaningful peer group exists for the fund principally because most other funds in the fund's third-party peer group have different and/or broader investment mandates than the fund's more specialized strategies. Because the fund had been in existence less than five calendar years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2011, the cumulative total returns of Institutional Class (Class I) and Class B of the fund and the cumulative total returns of a broad-based securities market index ("benchmark"). The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on three-year performance).

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

aem75709

The Board 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.

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

aem75711

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 2011.

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 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

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

Annual Report

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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
Smithfield, RI

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

(Fidelity Investment logo)(registered trademark)

AEME-UANN-1212
1.861988.104

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

Emerging Europe,
Middle East, Africa (EMEA)

Fund - Institutional Class

Annual Report

October 31, 2012

(Fidelity Cover Art)

Institutional Class is a
class of Fidelity® Emerging Europe, Middle East, Africa (EMEA) Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 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. © 2012 FMR LLC. All rights reserved.

Annual Report

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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, 2012

 

Past 1
year

Life of
fund
A

  Institutional Class

 

6.93%

-1.78%

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.

mei144605

Annual Report


Management's Discussion of Fund Performance

Market Recap: Emerging-markets stocks gained 2.98% for the year ending October 31, 2012, as measured by the MSCI® Emerging Markets Index. After some early choppiness, the index rallied strongly in the first two months of 2012 but retreated from March through May amid renewed concerns about Europe's sovereign debt crisis and continued economic sluggishness in key countries such as China and Brazil. A general uptrend in the final five months of the period lifted the index into positive territory for the full year, despite the head wind of a generally stronger U.S. dollar. Major benchmark component Brazil was a drag on performance, falling roughly 13%. The nation's inflation rate crept higher while economic growth ebbed, creating an unfavorable backdrop for stocks here. India's market retreated about 5%, while Russia gave up 4%. Conversely, Hong Kong advanced approximately 17%, aided by rebounding shares of property developers, while South Africa added 7%, China rose roughly 5% and South Korea and Taiwan gained about 4% and 1%, respectively. Sentiment about Chinese stocks improved following the government's September approval of massive outlays for infrastructure projects, in hopes of halting that nation's economic slowdown. However, China's ongoing transition to new Communist Party leadership created uncertainty that kept some investors on the sidelines.

Comments from Adam Kutas, Portfolio Manager of Fidelity Advisor® Emerging Europe, Middle East, Africa (EMEA) Fund: For the year, the fund's Institutional Class shares returned 6.93%, outperforming the 4.73% gain of the MSCI® EM (Emerging Markets) Europe, Middle East and Africa Index. Relative to the index, an overweighting in consumer staples proved most fruitful, particularly within food and staples retailing. Our positioning in utilities also helped, as did an underweighting in materials and security selection in energy, financials and telecommunication services. Geographically, the fund was aided the most by stock selection in Kenya and out-of-benchmark holdings in Canada. Top contributors included Canada-based Africa Oil, three South African stocks - drug store chain Clicks Group, supermarket firm Shoprite Holdings and diversified financials firm FirstRand - and not owning Gold Fields and Impala Platinum Holdings, two underperforming index components located in South Africa. On the downside, an underweighting in consumer discretionary dampened relative returns, particularly in the media group. Regionally, positioning in Turkey and stock selection in Russia were negatives. Among the individual detractors were underweightings in South African media company Naspers and Russian retailer Magnit, an overweighting in South Africa's Harmony Gold Mining, an investment in Russian energy firm TNK-BP Holding and not owning Turkish bank and outperforming index component Akbank Turk Anonim Sirketi. Africa Oil and Magnit were not held by the fund at period end.

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, 2012, 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Annual Report

Shareholder Expense Example - continued

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

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2012

Ending
Account Value
October 31, 2012

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

Class A

1.59%

 

 

 

Actual

 

$ 1,000.00

$ 984.20

$ 7.93

HypotheticalA

 

$ 1,000.00

$ 1,017.14

$ 8.06

Class T

1.88%

 

 

 

Actual

 

$ 1,000.00

$ 981.90

$ 9.37

HypotheticalA

 

$ 1,000.00

$ 1,015.69

$ 9.53

Class B

2.34%

 

 

 

Actual

 

$ 1,000.00

$ 979.70

$ 11.64

HypotheticalA

 

$ 1,000.00

$ 1,013.37

$ 11.84

Class C

2.35%

 

 

 

Actual

 

$ 1,000.00

$ 980.70

$ 11.70

HypotheticalA

 

$ 1,000.00

$ 1,013.32

$ 11.89

Emerging Europe, Middle East, Africa (EMEA)

1.34%

 

 

 

Actual

 

$ 1,000.00

$ 986.50

$ 6.69

HypotheticalA

 

$ 1,000.00

$ 1,018.40

$ 6.80

Institutional Class

1.24%

 

 

 

Actual

 

$ 1,000.00

$ 986.50

$ 6.19

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.29

A 5% return per year before expenses

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

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

mei144607

South Africa 42.4%

 

mei144609

Russia 30.6%

 

mei144611

Turkey 6.4%

 

mei144613

United Arab Emirates 5.1%

 

mei144615

Poland 2.6%

 

mei144617

Kenya 2.3%

 

mei144619

Nigeria 1.6%

 

mei144621

Morocco 1.0%

 

jmcw

Other* 8.0%

 

mei144625

* Includes short-term investments and net other assets.

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

As of April 30, 2012

mei144607

South Africa 47.1%

 

mei144609

Russia 31.2%

 

mei144611

Turkey 5.0%

 

mei144613

United Arab Emirates 3.5%

 

mei144631

Kenya 2.5%

 

mei144615

Poland 2.4%

 

mei144617

Nigeria 1.5%

 

mei144619

Morocco 1.0%

 

mei144621

Qatar 0.9%

 

jmcw

Other* 4.9%

 

mei144638

* Includes short-term investments and net other assets.

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

95.5

98.7

Bonds

0.6

0.6

Short-Term Investments and Net Other Assets (Liabilities)

3.9

0.7

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

MTN Group Ltd. (South Africa, Wireless Telecommunication Services)

7.8

7.4

Lukoil Oil Co. (Russia, Oil, Gas & Consumable Fuels)

7.6

6.3

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

6.8

6.5

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

6.4

8.0

Standard Bank Group Ltd. (South Africa, Commercial Banks)

3.7

5.0

Turkiye Garanti Bankasi A/S (Turkey, Commercial Banks)

3.3

2.4

FirstRand Ltd. (South Africa, Diversified Financial Services)

3.2

4.2

Clicks Group Ltd. (South Africa, Food & Staples Retailing)

3.0

2.8

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

2.6

2.7

Surgutneftegaz JSC (Russia, Oil, Gas & Consumable Fuels)

2.6

2.3

 

47.0

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

28.0

26.8

Energy

26.3

27.5

Telecommunication Services

13.4

13.5

Materials

9.7

10.8

Consumer Staples

9.5

10.5

Industrials

3.5

3.2

Consumer Discretionary

3.0

4.1

Health Care

1.6

1.3

Utilities

0.5

1.0

Information Technology

0.3

0.3

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 92.9%

Shares

Value

Bailiwick of Jersey - 0.4%

Randgold Resources Ltd.

5,200

$ 621,595

Canada - 0.4%

Silver Wheaton Corp.

13,200

531,965

Czech Republic - 0.7%

Philip Morris CR A/S

1,700

910,824

Kenya - 2.3%

Barclays Bank of Kenya Ltd.

1,820,550

337,812

British American Tobacco Kenya Ltd.

76,700

420,656

East African Breweries Ltd.

153,906

433,793

Kenya Airways Ltd.

1,754,900

256,588

Safaricom Ltd.

25,380,571

1,311,503

Uchumi Supermarket Ltd.

2,000,000

461,538

TOTAL KENYA

3,221,890

Morocco - 1.0%

Maroc Telecom SA

112,000

1,415,396

Nigeria - 1.6%

Guaranty Trust Bank PLC

5,238,796

660,437

Nigerian Breweries PLC

124,501

96,075

Skye Bank PLC

28,071,010

729,210

Zenith Bank PLC

6,364,370

730,205

TOTAL NIGERIA

2,215,927

Poland - 2.6%

Bank Polska Kasa Opieki SA

45,800

2,199,157

Eurocash SA

61,300

748,622

Kruk SA (a)

53,400

729,250

TOTAL POLAND

3,677,029

Qatar - 0.9%

Qatar National Bank SAQ

18,153

667,597

Vodafone Qatar QSC (a)

254,173

628,286

TOTAL QATAR

1,295,883

Russia - 28.0%

Gazprom OAO

1,948,900

9,009,597

Lukoil Oil Co.

5,000

303,582

Lukoil Oil Co. sponsored ADR (United Kingdom)

171,495

10,366,873

NOVATEK OAO

40,000

434,273

NOVATEK OAO GDR (Reg. S)

28,500

3,249,000

Rosneft Oil Co. OJSC

140,000

1,038,970

Rosneft Oil Co. OJSC GDR (Reg. S)

146,700

1,085,580

Common Stocks - continued

Shares

Value

Russia - continued

Sberbank (Savings Bank of the Russian Federation)

3,263,700

$ 9,554,222

Sistema JSFC sponsored GDR

11,700

214,695

TNK-BP Holding

909,300

1,856,259

Uralkali OJSC

282,800

2,229,184

TOTAL RUSSIA

39,342,235

South Africa - 42.4%

Adcock Ingram Holdings Ltd.

62,000

414,017

AngloGold Ashanti Ltd.

86,100

2,908,917

Aspen Pharmacare Holdings Ltd.

74,300

1,353,924

Cashbuild Ltd.

60,100

1,039,299

Clicks Group Ltd.

609,706

4,203,632

DRDGOLD Ltd.

1,483,914

1,040,544

FirstRand Ltd.

1,370,500

4,549,023

Harmony Gold Mining Co. Ltd.

435,600

3,568,840

Holdsport Ltd.

80,000

415,194

Kagiso Media Ltd.

123,000

283,716

Massmart Holdings Ltd.

81,300

1,635,255

MTN Group Ltd.

610,950

11,016,002

Nampak Ltd.

689,600

2,298,494

Naspers Ltd. Class N

39,600

2,570,884

Omnia Holdings Ltd.

26,000

384,873

Pinnacle Technology Holdings Ltd.

218,800

432,773

Pioneer Foods Ltd.

172,000

1,100,956

Rand Merchant Insurance Holdings Ltd.

120,900

315,265

Raubex Group Ltd.

1,475,600

2,808,025

RMB Holdings Ltd.

286,500

1,256,937

Sanlam Ltd.

381,900

1,705,868

Sasol Ltd.

77,900

3,318,546

Shoprite Holdings Ltd.

111,100

2,284,619

Standard Bank Group Ltd.

419,763

5,185,403

Vodacom Group Ltd.

239,600

3,020,336

Wilson Bayly Holmes-Ovcon Ltd.

27,700

453,965

TOTAL SOUTH AFRICA

59,565,307

Turkey - 6.4%

Aygaz A/S

159,000

732,686

Koc Holding A/S

143,850

675,714

Turk Telekomunikasyon A/S

324,100

1,265,662

Turkiye Garanti Bankasi A/S

984,000

4,699,046

Turkiye Petrol Rafinerile A/S

68,000

1,661,590

TOTAL TURKEY

9,034,698

Common Stocks - continued

Shares

Value

United Arab Emirates - 5.1%

Agthia Group PJSC

734,869

$ 390,143

Aldar Properties PJSC (a)

1,587,210

587,696

Dubai Financial Market PJSC (a)

5,815,429

1,599,124

Emaar Properties (a)

330,000

324,340

Emirates NBD Bank PJSC

396,999

311,287

First Gulf Bank PJSC

1,093,458

3,110,982

National Bank of Abu Dhabi PJSC (a)

156,000

420,474

NMC Health PLC

160,300

468,218

TOTAL UNITED ARAB EMIRATES

7,212,264

United Kingdom - 0.7%

Tullow Oil PLC

40,500

917,611

Zambia - 0.4%

Zambeef Products PLC

997,525

509,548

TOTAL COMMON STOCKS

(Cost $128,358,203)


130,472,172

Nonconvertible Preferred Stocks - 2.6%

 

 

 

 

Russia - 2.6%

Surgutneftegaz JSC
(Cost $3,238,242)

5,826,700


3,608,911

Nonconvertible Bonds - 0.3%

 

Principal Amount

 

Multi-National - 0.3%

International Bank for Reconstruction & Development 8.2% 12/12/12
(Cost $510,799)

NGN

80,000,000


501,719

Government Obligations - 0.3%

 

Ghana - 0.3%

Ghana Republic 14.99% 3/11/13
(Cost $672,328)

GHS

950,000


495,198

Money Market Funds - 3.4%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)
(Cost $4,780,137)

4,780,137

$ 4,780,137

TOTAL INVESTMENT PORTFOLIO - 99.5%

(Cost $137,559,709)

139,858,137

NET OTHER ASSETS (LIABILITIES) - 0.5%

649,226

NET ASSETS - 100%

$ 140,507,363

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

$ 1,816

Fidelity Securities Lending Cash Central Fund

2,270

Total

$ 4,086

Other Information

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

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

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 4,309,093

$ 4,309,093

$ -

$ -

Consumer Staples

13,195,661

13,195,661

-

-

Energy

36,850,792

33,532,246

3,318,546

-

Financials

38,944,085

38,944,085

-

-

Health Care

2,236,159

2,236,159

-

-

Industrials

4,923,542

4,923,542

-

-

Information Technology

432,773

432,773

-

-

Materials

13,584,412

6,485,060

7,099,352

-

Telecommunication Services

18,871,880

18,871,880

-

-

Utilities

732,686

732,686

-

-

Corporate Bonds

501,719

-

501,719

-

Government Obligations

495,198

-

495,198

-

Money Market Funds

4,780,137

4,780,137

-

-

Total Investments in Securities:

$ 139,858,137

$ 128,443,322

$ 11,414,815

$ -

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $132,779,572)

$ 135,078,000

 

Fidelity Central Funds (cost $4,780,137)

4,780,137

 

Total Investments (cost $137,559,709)

 

$ 139,858,137

Foreign currency held at value (cost $4)

4

Receivable for investments sold

932,927

Receivable for fund shares sold

236,104

Dividends receivable

137,560

Interest receivable

46,891

Distributions receivable from Fidelity Central Funds

384

Other receivables

20,009

Total assets

141,232,016

 

 

 

Liabilities

Payable to custodian bank

$ 173,955

Payable for investments purchased

203,317

Payable for fund shares redeemed

116,731

Accrued management fee

94,834

Distribution and service plan fees payable

10,112

Other affiliated payables

40,250

Other payables and accrued expenses

85,454

Total liabilities

724,653

 

 

 

Net Assets

$ 140,507,363

Net Assets consist of:

 

Paid in capital

$ 137,298,110

Undistributed net investment income

2,631,143

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

(1,720,590)

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

2,298,700

Net Assets

$ 140,507,363

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, 2012

 

 

 

Calculation of Maximum Offering Price 

 Class A:
Net Asset Value
and redemption price per share ($8,933,695 ÷ 1,025,317 shares)

$ 8.71

 

 

 

Maximum offering price per share (100/94.25 of $8.71)

$ 9.24

Class T:
Net Asset Value
and redemption price per share ($3,335,630 ÷ 384,126 shares)

$ 8.68

 

 

 

Maximum offering price per share (100/96.50 of $8.68)

$ 8.99

Class B:
Net Asset Value
and offering price per share ($441,311 ÷ 50,760 shares)A

$ 8.69

 

 

 

Class C:
Net Asset Value
and offering price per share ($7,769,597 ÷ 901,585 shares)A

$ 8.62

 

 

 

 

 

 

Emerging Europe, Middle East, Africa (EMEA):
Net Asset Value
, offering price and redemption price per share ($111,441,166 ÷ 12,742,737 shares)

$ 8.75

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($8,585,964 ÷ 981,532 shares)

$ 8.75

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, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 5,662,084

Interest

 

119,997

Income from Fidelity Central Funds

 

4,086

Income before foreign taxes withheld

 

5,786,167

Less foreign taxes withheld

 

(570,242)

Total income

 

5,215,925

 

 

 

Expenses

Management fee

$ 1,144,017

Transfer agent fees

410,177

Distribution and service plan fees

121,246

Accounting and security lending fees

73,383

Custodian fees and expenses

162,444

Independent trustees' compensation

932

Registration fees

80,566

Audit

61,768

Legal

700

Miscellaneous

1,543

Total expenses before reductions

2,056,776

Expense reductions

(39,356)

2,017,420

Net investment income (loss)

3,198,505

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

10,659,509

Foreign currency transactions

(146,089)

Total net realized gain (loss)

 

10,513,420

Change in net unrealized appreciation (depreciation) on:

Investment securities

(5,473,687)

Assets and liabilities in foreign currencies

2,731

Total change in net unrealized appreciation (depreciation)

 

(5,470,956)

Net gain (loss)

5,042,464

Net increase (decrease) in net assets resulting from operations

$ 8,240,969

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,198,505

$ 3,341,999

Net realized gain (loss)

10,513,420

3,427,666

Change in net unrealized appreciation (depreciation)

(5,470,956)

(17,523,712)

Net increase (decrease) in net assets resulting
from operations

8,240,969

(10,754,047)

Distributions to shareholders from net investment income

(2,782,952)

(1,835,361)

Distributions to shareholders from net realized gain

-

(302,617)

Total distributions

(2,782,952)

(2,137,978)

Share transactions - net increase (decrease)

(7,689,254)

(11,096,734)

Redemption fees

36,290

119,309

Total increase (decrease) in net assets

(2,194,947)

(23,869,450)

 

 

 

Net Assets

Beginning of period

142,702,310

166,571,760

End of period (including undistributed net investment income of $2,631,143 and undistributed net investment income of $2,747,743, respectively)

$ 140,507,363

$ 142,702,310

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.34

$ 8.97

$ 7.26

$ 4.75

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .18

  .16 H

  .07

  .05

  .04

Net realized and unrealized gain (loss)

  .34

  (.70)

  1.70

  2.48

  (5.31)

Total from investment operations

  .52

  (.54)

  1.77

  2.53

  (5.27)

Distributions from net investment income

  (.15)

  (.08)

  (.04)

  (.03)

  -

Distributions from net realized gain

  -

  (.02)

  (.02)

  -

  -

Total distributions

  (.15)

  (.10)

  (.07) L

  (.03)

  -

Redemption fees added to paid in capital E

  - K

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.71

$ 8.34

$ 8.97

$ 7.26

$ 4.75

Total Return B, C, D

  6.38%

  (6.05)%

  24.66%

  53.78%

  (52.50)%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  1.62%

  1.60%

  1.69%

  1.87%

  2.50% A

Expenses net of fee waivers, if any

  1.62%

  1.56%

  1.50%

  1.50%

  1.50% A

Expenses net of all reductions

  1.60%

  1.51%

  1.38%

  1.39%

  1.23% A

Net investment income (loss)

  2.09%

  1.70% H

  .95%

  .84%

  1.20% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,934

$ 10,260

$ 10,045

$ 4,817

$ 1,368

Portfolio turnover rate G

  30%

  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 large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring 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 Amount represents less than $.01 per share.

L 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,

2012

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.31

$ 8.96

$ 7.25

$ 4.75

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .15

  .13 H

  .06

  .04

  .04

Net realized and unrealized gain (loss)

  .35

  (.71)

  1.69

  2.47

  (5.31)

Total from investment operations

  .50

  (.58)

  1.75

  2.51

  (5.27)

Distributions from net investment income

  (.13)

  (.07)

  (.03)

  (.02)

  -

Distributions from net realized gain

  -

  (.02)

  (.02)

  -

  -

Total distributions

  (.13)

  (.08) L

  (.05)

  (.02)

  -

Redemption fees added to paid in capital E

  - K

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.68

$ 8.31

$ 8.96

$ 7.25

$ 4.75

Total Return B, C, D

  6.14%

  (6.42)%

  24.44%

  53.20%

  (52.50)%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  1.89%

  1.87%

  1.95%

  2.15%

  2.78% A

Expenses net of fee waivers, if any

  1.89%

  1.84%

  1.75%

  1.75%

  1.75% A

Expenses net of all reductions

  1.86%

  1.78%

  1.62%

  1.64%

  1.49% A

Net investment income (loss)

  1.82%

  1.42% H

  .70%

  .59%

  .95% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,336

$ 3,502

$ 3,114

$ 1,560

$ 568

Portfolio turnover rate G

  30%

  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 large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring 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 Amount represents less than $.01 per share.

L 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,

2012

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.29

$ 8.93

$ 7.23

$ 4.73

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .11

  .09 H

  .02

  .01

  .02

Net realized and unrealized gain (loss)

  .35

  (.71)

  1.68

  2.48

  (5.31)

Total from investment operations

  .46

  (.62)

  1.70

  2.49

  (5.29)

Distributions from net investment income

  (.06)

  (.02)

  -

  -

  -

Distributions from net realized gain

  -

  (.01)

  (.01)

  -

  -

Total distributions

  (.06)

  (.03)

  (.01)

  -

  -

Redemption fees added to paid in capital E

  - K

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.69

$ 8.29

$ 8.93

$ 7.23

$ 4.73

Total Return B, C, D

  5.56%

  (6.85)%

  23.72%

  52.85%

  (52.70)%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  2.38%

  2.37%

  2.47%

  2.68%

  3.32% A

Expenses net of fee waivers, if any

  2.38%

  2.33%

  2.25%

  2.25%

  2.25% A

Expenses net of all reductions

  2.35%

  2.27%

  2.12%

  2.14%

  1.99% A

Net investment income (loss)

  1.33%

  .93% H

  .20%

  .09%

  .45% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 441

$ 539

$ 822

$ 782

$ 487

Portfolio turnover rate G

  30%

  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 large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring 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 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,

2012

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.24

$ 8.90

$ 7.23

$ 4.73

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .11

  .08 H

  .02

  .01

  .02

Net realized and unrealized gain (loss)

  .35

  (.69)

  1.67

  2.48

  (5.31)

Total from investment operations

  .46

  (.61)

  1.69

  2.49

  (5.29)

Distributions from net investment income

  (.08)

  (.05)

  (.01)

  -

  -

Distributions from net realized gain

  -

  (.02)

  (.02)

  -

  -

Total distributions

  (.08)

  (.06) L

  (.03)

  -

  -

Redemption fees added to paid in capital E

  - K

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.62

$ 8.24

$ 8.90

$ 7.23

$ 4.73

Total Return B, C, D

  5.68%

  (6.79)%

  23.61%

  52.85%

  (52.70)%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  2.37%

  2.36%

  2.45%

  2.61%

  3.28% A

Expenses net of fee waivers, if any

  2.37%

  2.33%

  2.25%

  2.25%

  2.25% A

Expenses net of all reductions

  2.35%

  2.27%

  2.13%

  2.14%

  1.99% A

Net investment income (loss)

  1.34%

  .93% H

  .20%

  .09%

  .45% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 7,770

$ 6,650

$ 5,151

$ 2,677

$ 741

Portfolio turnover rate G

  30%

  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 large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring 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 Amount represents less than $.01 per share.

L 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,

2012

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.37

$ 9.00

$ 7.28

$ 4.76

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .20

  .18 G

  .09

  .07

  .05

Net realized and unrealized gain (loss)

  .35

  (.71)

  1.70

  2.48

  (5.31)

Total from investment operations

  .55

  (.53)

  1.79

  2.55

  (5.26)

Distributions from net investment income

  (.17)

  (.09)

  (.05)

  (.04)

  -

Distributions from net realized gain

  -

  (.02)

  (.02)

  -

  -

Total distributions

  (.17)

  (.11)

  (.08) K

  (.04)

  -

Redemption fees added to paid in capital D

  - J

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.75

$ 8.37

$ 9.00

$ 7.28

$ 4.76

Total Return B, C

  6.81%

  (5.91)%

  24.92%

  54.15%

  (52.40)%

Ratios to Average Net Assets E, I

 

 

 

 

 

Expenses before reductions

  1.37%

  1.35%

  1.45%

  1.61%

  2.19% A

Expenses net of fee waivers, if any

  1.37%

  1.31%

  1.25%

  1.25%

  1.25% A

Expenses net of all reductions

  1.34%

  1.25%

  1.12%

  1.14%

  .98% A

Net investment income (loss)

  2.34%

  1.95% G

  1.21%

  1.09%

  1.45% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 111,441

$ 114,117

$ 140,270

$ 104,141

$ 32,535

Portfolio turnover rate F

  30%

  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 large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring 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 Amount represents less than $.01 per share.

K 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,

2012

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.37

$ 9.00

$ 7.28

$ 4.76

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .21

  .19 G

  .09

  .06

  .05

Net realized and unrealized gain (loss)

  .35

  (.72)

  1.70

  2.49

  (5.31)

Total from investment operations

  .56

  (.53)

  1.79

  2.55

  (5.26)

Distributions from net investment income

  (.18)

  (.09)

  (.05)

  (.04)

  -

Distributions from net realized gain

  -

  (.02)

  (.02)

  -

  -

Total distributions

  (.18)

  (.11)

  (.08) K

  (.04)

  -

Redemption fees added to paid in capital D

  - J

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.75

$ 8.37

$ 9.00

$ 7.28

$ 4.76

Total Return B, C

  6.93%

  (5.91)%

  24.95%

  54.15%

  (52.40)%

Ratios to Average Net Assets E, I

 

 

 

 

 

Expenses before reductions

  1.28%

  1.26%

  1.34%

  1.60%

  2.12% A

Expenses net of fee waivers, if any

  1.28%

  1.24%

  1.25%

  1.25%

  1.25% A

Expenses net of all reductions

  1.25%

  1.19%

  1.13%

  1.14%

  .98% A

Net investment income (loss)

  2.43%

  2.02% G

  1.20%

  1.09%

  1.46% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,586

$ 7,633

$ 7,171

$ 4,235

$ 2,695

Portfolio turnover rate F

  30%

  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 large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring 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 Amount represents less than $.01 per share.

K 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, 2012

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

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

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

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

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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, 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

$ 16,922,441

Gross unrealized depreciation

(15,370,673)

Net unrealized appreciation (depreciation) on securities and other investments

$ 1,551,768

 

 

Tax Cost

$ 138,306,369

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

Undistributed ordinary income

$ 3,778,819

Capital loss carryforward

$ (2,121,605)

Net unrealized appreciation (depreciation)

$ 1,552,040

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

Fiscal year of expiration

 

2018

$ (2,121,605)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 2,782,952

$ 2,137,978

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

3. Significant Accounting Policies - continued

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $42,139,137 and $54,373,981, 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 an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total 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%

$ 22,962

$ 252

Class T

.25%

.25%

17,208

64

Class B

.75%

.25%

4,896

3,697

Class C

.75%

.25%

76,180

10,823

 

 

 

$ 121,246

$ 14,836

Annual Report

Notes to Financial Statements - continued

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 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 4,269

Class T

1,365

Class B*

2,582

Class C*

2,232

 

$ 10,448

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

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

 

Amount

% of
Average
Net Assets

Class A

$ 27,199

.30

Class T

10,795

.31

Class B

1,463

.30

Class C

22,681

.30

Emerging Europe, Middle East, Africa (EMEA)

331,681

.29

Institutional Class

16,358

.20

 

$ 410,177

 

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

Annual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $389 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 $2,270. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $39,356 for the period.

Annual Report

Notes to Financial Statements - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 173,376

$ 97,896

Class T

52,030

26,168

Class B

3,592

1,907

Class C

61,819

32,267

Emerging Europe, Middle East, Africa (EMEA)

2,310,485

1,585,636

Institutional Class

181,650

91,487

Total

$ 2,782,952

$ 1,835,361

From net realized gain

 

 

Class A

$ -

$ 18,012

Class T

-

5,690

Class B

-

902

Class C

-

9,924

Emerging Europe, Middle East, Africa (EMEA)

-

253,422

Institutional Class

-

14,667

Total

$ -

$ 302,617

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

188,687

827,297

$ 1,610,923

$ 7,697,437

Reinvestment of distributions

16,919

10,020

134,509

92,483

Shares redeemed

(411,198)

(725,856)

(3,440,999)

(6,651,188)

Net increase (decrease)

(205,592)

111,461

$ (1,695,567)

$ 1,138,732

Class T

 

 

 

 

Shares sold

75,037

164,342

$ 636,446

$ 1,527,510

Reinvestment of distributions

6,513

3,447

51,713

31,848

Shares redeemed

(118,919)

(94,003)

(995,876)

(862,784)

Net increase (decrease)

(37,369)

73,786

$ (307,717)

$ 696,574

Class B

 

 

 

 

Shares sold

2,520

9,372

$ 21,721

$ 87,632

Reinvestment of distributions

430

285

3,432

2,673

Shares redeemed

(17,241)

(36,653)

(147,235)

(325,442)

Net increase (decrease)

(14,291)

(26,996)

$ (122,082)

$ (235,137)

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class C

 

 

 

 

Shares sold

337,293

438,284

$ 2,767,333

$ 4,066,195

Reinvestment of distributions

7,082

4,100

56,016

37,820

Shares redeemed

(250,062)

(213,656)

(2,064,165)

(1,892,778)

Net increase (decrease)

94,313

228,728

$ 759,184

$ 2,211,237

Emerging Europe, Middle East, Africa (EMEA)

 

 

 

 

Shares sold

3,688,393

7,381,313

$ 31,635,971

$ 68,910,601

Reinvestment of distributions

276,215

187,137

2,198,675

1,730,170

Shares redeemed

(4,854,267)

(9,520,946)

(40,803,317)

(86,802,311)

Net increase (decrease)

(889,659)

(1,952,496)

$ (6,968,671)

$ (16,161,540)

Institutional Class

 

 

 

 

Shares sold

336,442

597,666

$ 2,842,158

$ 5,560,036

Reinvestment of distributions

5,723

1,263

45,553

11,681

Shares redeemed

(272,120)

(484,423)

(2,242,112)

(4,318,317)

Net increase (decrease)

70,045

114,506

$ 645,599

$ 1,253,400

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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four 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 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvery oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

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

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

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

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

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

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

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

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

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

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

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

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

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

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Emerging Europe, Middle East, Africa, (EMEA) 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

12/10/12

12/07/12

$0.188

$0.074

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

12/12/2011

$0.048

$0.0204

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

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

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

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

Annual Report

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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 believes that no meaningful peer group exists for the fund principally because most other funds in the fund's third-party peer group have different and/or broader investment mandates than the fund's more specialized strategies. Because the fund had been in existence less than five calendar years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2011, the cumulative total returns of Institutional Class (Class I) and Class B of the fund and the cumulative total returns of a broad-based securities market index ("benchmark"). The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on three-year performance).

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

mei144640

The Board 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.

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

mei144642

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 2011.

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 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

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

Annual Report

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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
Smithfield, RI

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

(Fidelity Investment logo)(registered trademark)

AEMEI-UANN-1212
1.861980.104

Fidelity®

Emerging Europe,
Middle East, Africa (EMEA)

Fund

Annual Report

October 31, 2012

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

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

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


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2012

Past 1
year

Life of
fund
A

Fidelity® Emerging Europe, Middle East, Africa (EMEA) Fund

6.81%

-1.81%

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.

eme3871660

Annual Report


Management's Discussion of Fund Performance

Market Recap: Emerging-markets stocks gained 2.98% for the year ending October 31, 2012, as measured by the MSCI® Emerging Markets Index. After some early choppiness, the index rallied strongly in the first two months of 2012 but retreated from March through May amid renewed concerns about Europe's sovereign debt crisis and continued economic sluggishness in key countries such as China and Brazil. A general uptrend in the final five months of the period lifted the index into positive territory for the full year, despite the head wind of a generally stronger U.S. dollar. Major benchmark component Brazil was a drag on performance, falling roughly 13%. The nation's inflation rate crept higher while economic growth ebbed, creating an unfavorable backdrop for stocks here. India's market retreated about 5%, while Russia gave up 4%. Conversely, Hong Kong advanced approximately 17%, aided by rebounding shares of property developers, while South Africa added 7%, China rose roughly 5% and South Korea and Taiwan gained about 4% and 1%, respectively. Sentiment about Chinese stocks improved following the government's September approval of massive outlays for infrastructure projects, in hopes of halting that nation's economic slowdown. However, China's ongoing transition to new Communist Party leadership created uncertainty that kept some investors on the sidelines.

Comments from Adam Kutas, Portfolio Manager of Fidelity® Emerging Europe, Middle East, Africa (EMEA) Fund: For the year, the fund's Retail Class shares returned 6.81%, outperforming the 4.73% gain of the MSCI® EM (Emerging Markets) Europe, Middle East and Africa Index. Relative to the index, an overweighting in consumer staples proved most fruitful, particularly within food and staples retailing. Our positioning in utilities also helped, as did an underweighting in materials and security selection in energy, financials and telecommunication services. Geographically, the fund was aided the most by stock selection in Kenya and out-of-benchmark holdings in Canada. Top contributors included Canada-based Africa Oil, three South African stocks - drug store chain Clicks Group, supermarket firm Shoprite Holdings and diversified financials firm FirstRand - and not owning Gold Fields and Impala Platinum Holdings, two underperforming index components located in South Africa. On the downside, an underweighting in consumer discretionary dampened relative returns, particularly in the media group. Regionally, positioning in Turkey and stock selection in Russia were negatives. Among the individual detractors were underweightings in South African media company Naspers and Russian retailer Magnit, an overweighting in South Africa's Harmony Gold Mining, an investment in Russian energy firm TNK-BP Holding and not owning Turkish bank and outperforming index component Akbank Turk Anonim Sirketi. Africa Oil and Magnit were not held by the fund at period end.

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, 2012, 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Annual Report

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

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2012

Ending
Account Value
October 31, 2012

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

Class A

1.59%

 

 

 

Actual

 

$ 1,000.00

$ 984.20

$ 7.93

HypotheticalA

 

$ 1,000.00

$ 1,017.14

$ 8.06

Class T

1.88%

 

 

 

Actual

 

$ 1,000.00

$ 981.90

$ 9.37

HypotheticalA

 

$ 1,000.00

$ 1,015.69

$ 9.53

Class B

2.34%

 

 

 

Actual

 

$ 1,000.00

$ 979.70

$ 11.64

HypotheticalA

 

$ 1,000.00

$ 1,013.37

$ 11.84

Class C

2.35%

 

 

 

Actual

 

$ 1,000.00

$ 980.70

$ 11.70

HypotheticalA

 

$ 1,000.00

$ 1,013.32

$ 11.89

Emerging Europe, Middle East, Africa (EMEA)

1.34%

 

 

 

Actual

 

$ 1,000.00

$ 986.50

$ 6.69

HypotheticalA

 

$ 1,000.00

$ 1,018.40

$ 6.80

Institutional Class

1.24%

 

 

 

Actual

 

$ 1,000.00

$ 986.50

$ 6.19

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.29

A 5% return per year before expenses

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

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

eme3871662

South Africa 42.4%

 

eme3871664

Russia 30.6%

 

eme3871666

Turkey 6.4%

 

eme3871668

United Arab Emirates 5.1%

 

eme3871670

Poland 2.6%

 

eme3871672

Kenya 2.3%

 

eme3871674

Nigeria 1.6%

 

eme3871676

Morocco 1.0%

 

jmcw

Other* 8.0%

 

eme3871680

* Includes short-term investments and net other assets.

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

As of April 30, 2012

eme3871662

South Africa 47.1%

 

eme3871664

Russia 31.2%

 

eme3871666

Turkey 5.0%

 

eme3871668

United Arab Emirates 3.5%

 

eme3871686

Kenya 2.5%

 

eme3871670

Poland 2.4%

 

eme3871672

Nigeria 1.5%

 

eme3871674

Morocco 1.0%

 

eme3871676

Qatar 0.9%

 

jmcw

Other* 4.9%

 

eme3871693

* Includes short-term investments and net other assets.

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

95.5

98.7

Bonds

0.6

0.6

Short-Term Investments and Net Other Assets (Liabilities)

3.9

0.7

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

MTN Group Ltd. (South Africa, Wireless Telecommunication Services)

7.8

7.4

Lukoil Oil Co. (Russia, Oil, Gas & Consumable Fuels)

7.6

6.3

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

6.8

6.5

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

6.4

8.0

Standard Bank Group Ltd. (South Africa, Commercial Banks)

3.7

5.0

Turkiye Garanti Bankasi A/S (Turkey, Commercial Banks)

3.3

2.4

FirstRand Ltd. (South Africa, Diversified Financial Services)

3.2

4.2

Clicks Group Ltd. (South Africa, Food & Staples Retailing)

3.0

2.8

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

2.6

2.7

Surgutneftegaz JSC (Russia, Oil, Gas & Consumable Fuels)

2.6

2.3

 

47.0

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

28.0

26.8

Energy

26.3

27.5

Telecommunication Services

13.4

13.5

Materials

9.7

10.8

Consumer Staples

9.5

10.5

Industrials

3.5

3.2

Consumer Discretionary

3.0

4.1

Health Care

1.6

1.3

Utilities

0.5

1.0

Information Technology

0.3

0.3

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 92.9%

Shares

Value

Bailiwick of Jersey - 0.4%

Randgold Resources Ltd.

5,200

$ 621,595

Canada - 0.4%

Silver Wheaton Corp.

13,200

531,965

Czech Republic - 0.7%

Philip Morris CR A/S

1,700

910,824

Kenya - 2.3%

Barclays Bank of Kenya Ltd.

1,820,550

337,812

British American Tobacco Kenya Ltd.

76,700

420,656

East African Breweries Ltd.

153,906

433,793

Kenya Airways Ltd.

1,754,900

256,588

Safaricom Ltd.

25,380,571

1,311,503

Uchumi Supermarket Ltd.

2,000,000

461,538

TOTAL KENYA

3,221,890

Morocco - 1.0%

Maroc Telecom SA

112,000

1,415,396

Nigeria - 1.6%

Guaranty Trust Bank PLC

5,238,796

660,437

Nigerian Breweries PLC

124,501

96,075

Skye Bank PLC

28,071,010

729,210

Zenith Bank PLC

6,364,370

730,205

TOTAL NIGERIA

2,215,927

Poland - 2.6%

Bank Polska Kasa Opieki SA

45,800

2,199,157

Eurocash SA

61,300

748,622

Kruk SA (a)

53,400

729,250

TOTAL POLAND

3,677,029

Qatar - 0.9%

Qatar National Bank SAQ

18,153

667,597

Vodafone Qatar QSC (a)

254,173

628,286

TOTAL QATAR

1,295,883

Russia - 28.0%

Gazprom OAO

1,948,900

9,009,597

Lukoil Oil Co.

5,000

303,582

Lukoil Oil Co. sponsored ADR (United Kingdom)

171,495

10,366,873

NOVATEK OAO

40,000

434,273

NOVATEK OAO GDR (Reg. S)

28,500

3,249,000

Rosneft Oil Co. OJSC

140,000

1,038,970

Rosneft Oil Co. OJSC GDR (Reg. S)

146,700

1,085,580

Common Stocks - continued

Shares

Value

Russia - continued

Sberbank (Savings Bank of the Russian Federation)

3,263,700

$ 9,554,222

Sistema JSFC sponsored GDR

11,700

214,695

TNK-BP Holding

909,300

1,856,259

Uralkali OJSC

282,800

2,229,184

TOTAL RUSSIA

39,342,235

South Africa - 42.4%

Adcock Ingram Holdings Ltd.

62,000

414,017

AngloGold Ashanti Ltd.

86,100

2,908,917

Aspen Pharmacare Holdings Ltd.

74,300

1,353,924

Cashbuild Ltd.

60,100

1,039,299

Clicks Group Ltd.

609,706

4,203,632

DRDGOLD Ltd.

1,483,914

1,040,544

FirstRand Ltd.

1,370,500

4,549,023

Harmony Gold Mining Co. Ltd.

435,600

3,568,840

Holdsport Ltd.

80,000

415,194

Kagiso Media Ltd.

123,000

283,716

Massmart Holdings Ltd.

81,300

1,635,255

MTN Group Ltd.

610,950

11,016,002

Nampak Ltd.

689,600

2,298,494

Naspers Ltd. Class N

39,600

2,570,884

Omnia Holdings Ltd.

26,000

384,873

Pinnacle Technology Holdings Ltd.

218,800

432,773

Pioneer Foods Ltd.

172,000

1,100,956

Rand Merchant Insurance Holdings Ltd.

120,900

315,265

Raubex Group Ltd.

1,475,600

2,808,025

RMB Holdings Ltd.

286,500

1,256,937

Sanlam Ltd.

381,900

1,705,868

Sasol Ltd.

77,900

3,318,546

Shoprite Holdings Ltd.

111,100

2,284,619

Standard Bank Group Ltd.

419,763

5,185,403

Vodacom Group Ltd.

239,600

3,020,336

Wilson Bayly Holmes-Ovcon Ltd.

27,700

453,965

TOTAL SOUTH AFRICA

59,565,307

Turkey - 6.4%

Aygaz A/S

159,000

732,686

Koc Holding A/S

143,850

675,714

Turk Telekomunikasyon A/S

324,100

1,265,662

Turkiye Garanti Bankasi A/S

984,000

4,699,046

Turkiye Petrol Rafinerile A/S

68,000

1,661,590

TOTAL TURKEY

9,034,698

Common Stocks - continued

Shares

Value

United Arab Emirates - 5.1%

Agthia Group PJSC

734,869

$ 390,143

Aldar Properties PJSC (a)

1,587,210

587,696

Dubai Financial Market PJSC (a)

5,815,429

1,599,124

Emaar Properties (a)

330,000

324,340

Emirates NBD Bank PJSC

396,999

311,287

First Gulf Bank PJSC

1,093,458

3,110,982

National Bank of Abu Dhabi PJSC (a)

156,000

420,474

NMC Health PLC

160,300

468,218

TOTAL UNITED ARAB EMIRATES

7,212,264

United Kingdom - 0.7%

Tullow Oil PLC

40,500

917,611

Zambia - 0.4%

Zambeef Products PLC

997,525

509,548

TOTAL COMMON STOCKS

(Cost $128,358,203)


130,472,172

Nonconvertible Preferred Stocks - 2.6%

 

 

 

 

Russia - 2.6%

Surgutneftegaz JSC
(Cost $3,238,242)

5,826,700


3,608,911

Nonconvertible Bonds - 0.3%

 

Principal Amount

 

Multi-National - 0.3%

International Bank for Reconstruction & Development 8.2% 12/12/12
(Cost $510,799)

NGN

80,000,000


501,719

Government Obligations - 0.3%

 

Ghana - 0.3%

Ghana Republic 14.99% 3/11/13
(Cost $672,328)

GHS

950,000


495,198

Money Market Funds - 3.4%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)
(Cost $4,780,137)

4,780,137

$ 4,780,137

TOTAL INVESTMENT PORTFOLIO - 99.5%

(Cost $137,559,709)

139,858,137

NET OTHER ASSETS (LIABILITIES) - 0.5%

649,226

NET ASSETS - 100%

$ 140,507,363

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

$ 1,816

Fidelity Securities Lending Cash Central Fund

2,270

Total

$ 4,086

Other Information

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

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

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 4,309,093

$ 4,309,093

$ -

$ -

Consumer Staples

13,195,661

13,195,661

-

-

Energy

36,850,792

33,532,246

3,318,546

-

Financials

38,944,085

38,944,085

-

-

Health Care

2,236,159

2,236,159

-

-

Industrials

4,923,542

4,923,542

-

-

Information Technology

432,773

432,773

-

-

Materials

13,584,412

6,485,060

7,099,352

-

Telecommunication Services

18,871,880

18,871,880

-

-

Utilities

732,686

732,686

-

-

Corporate Bonds

501,719

-

501,719

-

Government Obligations

495,198

-

495,198

-

Money Market Funds

4,780,137

4,780,137

-

-

Total Investments in Securities:

$ 139,858,137

$ 128,443,322

$ 11,414,815

$ -

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

October 31, 2012

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $132,779,572)

$ 135,078,000

 

Fidelity Central Funds (cost $4,780,137)

4,780,137

 

Total Investments (cost $137,559,709)

 

$ 139,858,137

Foreign currency held at value (cost $4)

4

Receivable for investments sold

932,927

Receivable for fund shares sold

236,104

Dividends receivable

137,560

Interest receivable

46,891

Distributions receivable from Fidelity Central Funds

384

Other receivables

20,009

Total assets

141,232,016

 

 

 

Liabilities

Payable to custodian bank

$ 173,955

Payable for investments purchased

203,317

Payable for fund shares redeemed

116,731

Accrued management fee

94,834

Distribution and service plan fees payable

10,112

Other affiliated payables

40,250

Other payables and accrued expenses

85,454

Total liabilities

724,653

 

 

 

Net Assets

$ 140,507,363

Net Assets consist of:

 

Paid in capital

$ 137,298,110

Undistributed net investment income

2,631,143

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

(1,720,590)

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

2,298,700

Net Assets

$ 140,507,363

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

Annual Report

Statement of Assets and Liabilities - continued

  

October 31, 2012

 

 

 

Calculation of Maximum Offering Price 

 Class A:
Net Asset Value
and redemption price per share ($8,933,695 ÷ 1,025,317 shares)

$ 8.71

 

 

 

Maximum offering price per share (100/94.25 of $8.71)

$ 9.24

Class T:
Net Asset Value
and redemption price per share ($3,335,630 ÷ 384,126 shares)

$ 8.68

 

 

 

Maximum offering price per share (100/96.50 of $8.68)

$ 8.99

Class B:
Net Asset Value
and offering price per share ($441,311 ÷ 50,760 shares)A

$ 8.69

 

 

 

Class C:
Net Asset Value
and offering price per share ($7,769,597 ÷ 901,585 shares)A

$ 8.62

 

 

 

 

 

 

Emerging Europe, Middle East, Africa (EMEA):
Net Asset Value
, offering price and redemption price per share ($111,441,166 ÷ 12,742,737 shares)

$ 8.75

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($8,585,964 ÷ 981,532 shares)

$ 8.75

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, 2012

 

  

  

Investment Income

  

  

Dividends

 

$ 5,662,084

Interest

 

119,997

Income from Fidelity Central Funds

 

4,086

Income before foreign taxes withheld

 

5,786,167

Less foreign taxes withheld

 

(570,242)

Total income

 

5,215,925

 

 

 

Expenses

Management fee

$ 1,144,017

Transfer agent fees

410,177

Distribution and service plan fees

121,246

Accounting and security lending fees

73,383

Custodian fees and expenses

162,444

Independent trustees' compensation

932

Registration fees

80,566

Audit

61,768

Legal

700

Miscellaneous

1,543

Total expenses before reductions

2,056,776

Expense reductions

(39,356)

2,017,420

Net investment income (loss)

3,198,505

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

10,659,509

Foreign currency transactions

(146,089)

Total net realized gain (loss)

 

10,513,420

Change in net unrealized appreciation (depreciation) on:

Investment securities

(5,473,687)

Assets and liabilities in foreign currencies

2,731

Total change in net unrealized appreciation (depreciation)

 

(5,470,956)

Net gain (loss)

5,042,464

Net increase (decrease) in net assets resulting from operations

$ 8,240,969

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

Annual Report

Statement of Changes in Net Assets

  

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,198,505

$ 3,341,999

Net realized gain (loss)

10,513,420

3,427,666

Change in net unrealized appreciation (depreciation)

(5,470,956)

(17,523,712)

Net increase (decrease) in net assets resulting
from operations

8,240,969

(10,754,047)

Distributions to shareholders from net investment income

(2,782,952)

(1,835,361)

Distributions to shareholders from net realized gain

-

(302,617)

Total distributions

(2,782,952)

(2,137,978)

Share transactions - net increase (decrease)

(7,689,254)

(11,096,734)

Redemption fees

36,290

119,309

Total increase (decrease) in net assets

(2,194,947)

(23,869,450)

 

 

 

Net Assets

Beginning of period

142,702,310

166,571,760

End of period (including undistributed net investment income of $2,631,143 and undistributed net investment income of $2,747,743, respectively)

$ 140,507,363

$ 142,702,310

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.34

$ 8.97

$ 7.26

$ 4.75

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .18

  .16 H

  .07

  .05

  .04

Net realized and unrealized gain (loss)

  .34

  (.70)

  1.70

  2.48

  (5.31)

Total from investment operations

  .52

  (.54)

  1.77

  2.53

  (5.27)

Distributions from net investment income

  (.15)

  (.08)

  (.04)

  (.03)

  -

Distributions from net realized gain

  -

  (.02)

  (.02)

  -

  -

Total distributions

  (.15)

  (.10)

  (.07) L

  (.03)

  -

Redemption fees added to paid in capital E

  - K

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.71

$ 8.34

$ 8.97

$ 7.26

$ 4.75

Total Return B, C, D

  6.38%

  (6.05)%

  24.66%

  53.78%

  (52.50)%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  1.62%

  1.60%

  1.69%

  1.87%

  2.50% A

Expenses net of fee waivers, if any

  1.62%

  1.56%

  1.50%

  1.50%

  1.50% A

Expenses net of all reductions

  1.60%

  1.51%

  1.38%

  1.39%

  1.23% A

Net investment income (loss)

  2.09%

  1.70% H

  .95%

  .84%

  1.20% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,934

$ 10,260

$ 10,045

$ 4,817

$ 1,368

Portfolio turnover rate G

  30%

  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 large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring 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 Amount represents less than $.01 per share.

L 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,

2012

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.31

$ 8.96

$ 7.25

$ 4.75

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .15

  .13 H

  .06

  .04

  .04

Net realized and unrealized gain (loss)

  .35

  (.71)

  1.69

  2.47

  (5.31)

Total from investment operations

  .50

  (.58)

  1.75

  2.51

  (5.27)

Distributions from net investment income

  (.13)

  (.07)

  (.03)

  (.02)

  -

Distributions from net realized gain

  -

  (.02)

  (.02)

  -

  -

Total distributions

  (.13)

  (.08) L

  (.05)

  (.02)

  -

Redemption fees added to paid in capital E

  - K

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.68

$ 8.31

$ 8.96

$ 7.25

$ 4.75

Total Return B, C, D

  6.14%

  (6.42)%

  24.44%

  53.20%

  (52.50)%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  1.89%

  1.87%

  1.95%

  2.15%

  2.78% A

Expenses net of fee waivers, if any

  1.89%

  1.84%

  1.75%

  1.75%

  1.75% A

Expenses net of all reductions

  1.86%

  1.78%

  1.62%

  1.64%

  1.49% A

Net investment income (loss)

  1.82%

  1.42% H

  .70%

  .59%

  .95% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,336

$ 3,502

$ 3,114

$ 1,560

$ 568

Portfolio turnover rate G

  30%

  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 large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring 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 Amount represents less than $.01 per share.

L 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,

2012

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.29

$ 8.93

$ 7.23

$ 4.73

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .11

  .09 H

  .02

  .01

  .02

Net realized and unrealized gain (loss)

  .35

  (.71)

  1.68

  2.48

  (5.31)

Total from investment operations

  .46

  (.62)

  1.70

  2.49

  (5.29)

Distributions from net investment income

  (.06)

  (.02)

  -

  -

  -

Distributions from net realized gain

  -

  (.01)

  (.01)

  -

  -

Total distributions

  (.06)

  (.03)

  (.01)

  -

  -

Redemption fees added to paid in capital E

  - K

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.69

$ 8.29

$ 8.93

$ 7.23

$ 4.73

Total Return B, C, D

  5.56%

  (6.85)%

  23.72%

  52.85%

  (52.70)%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  2.38%

  2.37%

  2.47%

  2.68%

  3.32% A

Expenses net of fee waivers, if any

  2.38%

  2.33%

  2.25%

  2.25%

  2.25% A

Expenses net of all reductions

  2.35%

  2.27%

  2.12%

  2.14%

  1.99% A

Net investment income (loss)

  1.33%

  .93% H

  .20%

  .09%

  .45% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 441

$ 539

$ 822

$ 782

$ 487

Portfolio turnover rate G

  30%

  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 large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring 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 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,

2012

2011

2010

2009

2008 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.24

$ 8.90

$ 7.23

$ 4.73

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .11

  .08 H

  .02

  .01

  .02

Net realized and unrealized gain (loss)

  .35

  (.69)

  1.67

  2.48

  (5.31)

Total from investment operations

  .46

  (.61)

  1.69

  2.49

  (5.29)

Distributions from net investment income

  (.08)

  (.05)

  (.01)

  -

  -

Distributions from net realized gain

  -

  (.02)

  (.02)

  -

  -

Total distributions

  (.08)

  (.06) L

  (.03)

  -

  -

Redemption fees added to paid in capital E

  - K

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.62

$ 8.24

$ 8.90

$ 7.23

$ 4.73

Total Return B, C, D

  5.68%

  (6.79)%

  23.61%

  52.85%

  (52.70)%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  2.37%

  2.36%

  2.45%

  2.61%

  3.28% A

Expenses net of fee waivers, if any

  2.37%

  2.33%

  2.25%

  2.25%

  2.25% A

Expenses net of all reductions

  2.35%

  2.27%

  2.13%

  2.14%

  1.99% A

Net investment income (loss)

  1.34%

  .93% H

  .20%

  .09%

  .45% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 7,770

$ 6,650

$ 5,151

$ 2,677

$ 741

Portfolio turnover rate G

  30%

  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 large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring 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 Amount represents less than $.01 per share.

L 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,

2012

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.37

$ 9.00

$ 7.28

$ 4.76

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .20

  .18 G

  .09

  .07

  .05

Net realized and unrealized gain (loss)

  .35

  (.71)

  1.70

  2.48

  (5.31)

Total from investment operations

  .55

  (.53)

  1.79

  2.55

  (5.26)

Distributions from net investment income

  (.17)

  (.09)

  (.05)

  (.04)

  -

Distributions from net realized gain

  -

  (.02)

  (.02)

  -

  -

Total distributions

  (.17)

  (.11)

  (.08) K

  (.04)

  -

Redemption fees added to paid in capital D

  - J

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.75

$ 8.37

$ 9.00

$ 7.28

$ 4.76

Total Return B, C

  6.81%

  (5.91)%

  24.92%

  54.15%

  (52.40)%

Ratios to Average Net Assets E, I

 

 

 

 

 

Expenses before reductions

  1.37%

  1.35%

  1.45%

  1.61%

  2.19% A

Expenses net of fee waivers, if any

  1.37%

  1.31%

  1.25%

  1.25%

  1.25% A

Expenses net of all reductions

  1.34%

  1.25%

  1.12%

  1.14%

  .98% A

Net investment income (loss)

  2.34%

  1.95% G

  1.21%

  1.09%

  1.45% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 111,441

$ 114,117

$ 140,270

$ 104,141

$ 32,535

Portfolio turnover rate F

  30%

  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 large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring 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 Amount represents less than $.01 per share.

K 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,

2012

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.37

$ 9.00

$ 7.28

$ 4.76

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .21

  .19 G

  .09

  .06

  .05

Net realized and unrealized gain (loss)

  .35

  (.72)

  1.70

  2.49

  (5.31)

Total from investment operations

  .56

  (.53)

  1.79

  2.55

  (5.26)

Distributions from net investment income

  (.18)

  (.09)

  (.05)

  (.04)

  -

Distributions from net realized gain

  -

  (.02)

  (.02)

  -

  -

Total distributions

  (.18)

  (.11)

  (.08) K

  (.04)

  -

Redemption fees added to paid in capital D

  - J

  .01

  .01

  .01

  .02

Net asset value, end of period

$ 8.75

$ 8.37

$ 9.00

$ 7.28

$ 4.76

Total Return B, C

  6.93%

  (5.91)%

  24.95%

  54.15%

  (52.40)%

Ratios to Average Net Assets E, I

 

 

 

 

 

Expenses before reductions

  1.28%

  1.26%

  1.34%

  1.60%

  2.12% A

Expenses net of fee waivers, if any

  1.28%

  1.24%

  1.25%

  1.25%

  1.25% A

Expenses net of all reductions

  1.25%

  1.19%

  1.13%

  1.14%

  .98% A

Net investment income (loss)

  2.43%

  2.02% G

  1.20%

  1.09%

  1.46% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,586

$ 7,633

$ 7,171

$ 4,235

$ 2,695

Portfolio turnover rate F

  30%

  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 large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring 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 Amount represents less than $.01 per share.

K 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, 2012

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

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

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

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

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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, 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

$ 16,922,441

Gross unrealized depreciation

(15,370,673)

Net unrealized appreciation (depreciation) on securities and other investments

$ 1,551,768

 

 

Tax Cost

$ 138,306,369

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

Undistributed ordinary income

$ 3,778,819

Capital loss carryforward

$ (2,121,605)

Net unrealized appreciation (depreciation)

$ 1,552,040

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

Fiscal year of expiration

 

2018

$ (2,121,605)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 2,782,952

$ 2,137,978

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

3. Significant Accounting Policies - continued

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $42,139,137 and $54,373,981, 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 an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total 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%

$ 22,962

$ 252

Class T

.25%

.25%

17,208

64

Class B

.75%

.25%

4,896

3,697

Class C

.75%

.25%

76,180

10,823

 

 

 

$ 121,246

$ 14,836

Annual Report

Notes to Financial Statements - continued

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 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 4,269

Class T

1,365

Class B*

2,582

Class C*

2,232

 

$ 10,448

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

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

 

Amount

% of
Average
Net Assets

Class A

$ 27,199

.30

Class T

10,795

.31

Class B

1,463

.30

Class C

22,681

.30

Emerging Europe, Middle East, Africa (EMEA)

331,681

.29

Institutional Class

16,358

.20

 

$ 410,177

 

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

Annual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $389 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 $2,270. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $39,356 for the period.

Annual Report

Notes to Financial Statements - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 173,376

$ 97,896

Class T

52,030

26,168

Class B

3,592

1,907

Class C

61,819

32,267

Emerging Europe, Middle East, Africa (EMEA)

2,310,485

1,585,636

Institutional Class

181,650

91,487

Total

$ 2,782,952

$ 1,835,361

From net realized gain

 

 

Class A

$ -

$ 18,012

Class T

-

5,690

Class B

-

902

Class C

-

9,924

Emerging Europe, Middle East, Africa (EMEA)

-

253,422

Institutional Class

-

14,667

Total

$ -

$ 302,617

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

188,687

827,297

$ 1,610,923

$ 7,697,437

Reinvestment of distributions

16,919

10,020

134,509

92,483

Shares redeemed

(411,198)

(725,856)

(3,440,999)

(6,651,188)

Net increase (decrease)

(205,592)

111,461

$ (1,695,567)

$ 1,138,732

Class T

 

 

 

 

Shares sold

75,037

164,342

$ 636,446

$ 1,527,510

Reinvestment of distributions

6,513

3,447

51,713

31,848

Shares redeemed

(118,919)

(94,003)

(995,876)

(862,784)

Net increase (decrease)

(37,369)

73,786

$ (307,717)

$ 696,574

Class B

 

 

 

 

Shares sold

2,520

9,372

$ 21,721

$ 87,632

Reinvestment of distributions

430

285

3,432

2,673

Shares redeemed

(17,241)

(36,653)

(147,235)

(325,442)

Net increase (decrease)

(14,291)

(26,996)

$ (122,082)

$ (235,137)

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class C

 

 

 

 

Shares sold

337,293

438,284

$ 2,767,333

$ 4,066,195

Reinvestment of distributions

7,082

4,100

56,016

37,820

Shares redeemed

(250,062)

(213,656)

(2,064,165)

(1,892,778)

Net increase (decrease)

94,313

228,728

$ 759,184

$ 2,211,237

Emerging Europe, Middle East, Africa (EMEA)

 

 

 

 

Shares sold

3,688,393

7,381,313

$ 31,635,971

$ 68,910,601

Reinvestment of distributions

276,215

187,137

2,198,675

1,730,170

Shares redeemed

(4,854,267)

(9,520,946)

(40,803,317)

(86,802,311)

Net increase (decrease)

(889,659)

(1,952,496)

$ (6,968,671)

$ (16,161,540)

Institutional Class

 

 

 

 

Shares sold

336,442

597,666

$ 2,842,158

$ 5,560,036

Reinvestment of distributions

5,723

1,263

45,553

11,681

Shares redeemed

(272,120)

(484,423)

(2,242,112)

(4,318,317)

Net increase (decrease)

70,045

114,506

$ 645,599

$ 1,253,400

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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four 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 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvery oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

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

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

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

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

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

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

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

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

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

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

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

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

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

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund voted to pay on December 10, 2012, to shareholders of record at the opening of business on December 7, 2012, a distribution of $0.074 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.176 per share from net investment income:

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, Middle East, Africa (EMEA) Fund

12/12/11

$0.046

$0.0204

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

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

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

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

Annual Report

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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 believes that no meaningful peer group exists for the fund principally because most other funds in the fund's third-party peer group have different and/or broader investment mandates than the fund's more specialized strategies. Because the fund had been in existence less than five calendar years, the following charts considered by the Board show, over the one- and three-year periods ended December 31, 2011, the cumulative total returns of Institutional Class (Class I) and Class B of the fund and the cumulative total returns of a broad-based securities market index ("benchmark"). The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on three-year performance).

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

eme3871695

The Board 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.

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

eme3871697

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 2011.

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 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

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

Annual Report

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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
Smithfield, RI

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 graphic)
1-800-544-5555

(automated graphic)
Automated line for quickest service

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

EME-UANN-1212
1.861971.104

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

International Value

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

Annual Report

October 31, 2012

(Fidelity Cover Art)

Class A, Class T, Class B, and Class C are classes of Fidelity® International Value Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to 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. © 2012 FMR LLC. All rights reserved.

Annual Report

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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, 2012

Past 1
year

Past 5
years

Life of
fund
A

Class A (incl. 5.75% sales charge)

2.57%

-9.01%

-3.10%

Class T (incl. 3.50% sales charge)

4.80%

-8.83%

-3.00%

Class B (incl. contingent deferred sales charge)B

3.07%

-8.94%

-2.93%

Class C (incl. contingent deferred sales charge)C

7.12%

-8.59%

-2.92%

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 0%, 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® Value Index performed over the same period.

afi1309686

Annual Report


Management's Discussion of Fund Performance

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

Comments from Alex Zavratsky, Portfolio Manager of Fidelity Advisor® International Value Fund: For the year, the fund's Class A, Class T, Class B and Class C shares rose 8.82%, 8.60%, 8.07% and 8.12%, respectively (excluding sales charges), easily outpacing the 4.64% gain of the benchmark MSCI® EAFE® Value Index. Investments in two pharmaceuticals firms - France's Sanofi and non-index Roche Holding of Switzerland - were standouts. Within this industry, I focused on companies where product patent cliffs were either behind them or were well understood so they could focus on future growth. Elsewhere, I avoided benchmark components Telefonica - Spain's telecom giant - and France Telecom, as I believed pressure on both companies' cash flow, too much debt, poor business fundamentals and unsustainable dividend yields would hamper each stock. That proved to be the right call. Similarly, I did not invest in Finnish mobile device maker Nokia. Given the strength of competitors Samsung Electronics and Apple, I believed Nokia, with its non-differentiated product, was at a technological and brand disadvantage. Individual detractors included Repsol, a Spain-based integrated oil and gas company that suffered because Argentina moved to nationalize the company's local unit. An untimely investment in Japanese electronics manufacturer Hitachi 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

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

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,057.20

$ 7.50

HypotheticalA

 

$ 1,000.00

$ 1,017.85

$ 7.35

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,055.80

$ 8.78

HypotheticalA

 

$ 1,000.00

$ 1,016.59

$ 8.62

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,054.20

$ 11.36

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,054.30

$ 11.36

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

International Value

1.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,060.20

$ 6.01

HypotheticalA

 

$ 1,000.00

$ 1,019.30

$ 5.89

Institutional Class

1.13%

 

 

 

Actual

 

$ 1,000.00

$ 1,058.60

$ 5.85

HypotheticalA

 

$ 1,000.00

$ 1,019.46

$ 5.74

A 5% return per year before expenses

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

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

afi1309688

United Kingdom 26.3%

 

afi1309690

Japan 17.2%

 

afi1309692

Germany 10.3%

 

afi1309694

Switzerland 9.8%

 

afi1309696

France 9.8%

 

afi1309698

Australia 8.3%

 

afi1309700

Italy 3.3%

 

afi1309702

Netherlands 2.9%

 

afi1309704

Singapore 2.5%

 

jmcw

Other * 9.6%

 

afi1309708

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

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

As of April 30, 2012

afi1309688

United Kingdom 27.4%

 

afi1309690

Japan 22.7%

 

afi1309692

Germany 10.3%

 

afi1309694

Switzerland 9.7%

 

afi1309696

Australia 7.5%

 

afi1309698

France 7.4%

 

afi1309700

Netherlands 3.5%

 

afi1309702

Italy 2.7%

 

afi1309704

Spain 1.8%

 

jmcw

Other * 7.0%

 

afi1309720

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

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

99.0

99.1

Short-Term Investments and Net Other Assets (Liabilities)

1.0

0.9

Top Ten Stocks as of October 31, 2012

 

% 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)

4.6

5.1

Sanofi SA (France, Pharmaceuticals)

3.5

3.2

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

3.0

3.8

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

3.0

3.5

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

2.6

2.1

Commonwealth Bank of Australia (Australia, Commercial Banks)

2.5

2.3

ENI SpA (Italy, Oil, Gas & Consumable Fuels)

2.5

1.9

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

2.1

2.4

BHP Billiton PLC (United Kingdom, Metals & Mining)

1.9

0.0

BNP Paribas SA (France, Commercial Banks)

1.9

1.0

 

27.6

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

32.5

26.7

Health Care

11.9

13.2

Energy

11.1

11.8

Consumer Discretionary

8.6

9.0

Industrials

7.7

7.5

Consumer Staples

7.5

9.1

Telecommunication Services

6.8

7.0

Utilities

6.0

7.1

Materials

5.6

5.0

Information Technology

1.3

2.7

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 97.7%

Shares

Value

Australia - 8.3%

Australia & New Zealand Banking Group Ltd.

110,422

$ 2,917,170

Commonwealth Bank of Australia

57,527

3,448,593

Origin Energy Ltd.

46,320

546,217

Sydney Airport unit

236,028

830,580

Telstra Corp. Ltd.

279,594

1,201,563

Transurban Group unit

89,247

563,269

Westfield Group unit

136,805

1,513,831

Woolworths Ltd.

17,763

542,288

TOTAL AUSTRALIA

11,563,511

Bailiwick of Jersey - 0.5%

Wolseley PLC

16,207

708,513

Belgium - 0.2%

KBC Groupe SA

12,008

281,867

Bermuda - 0.3%

Cheung Kong Infrastructure Holdings Ltd.

81,000

474,500

Canada - 0.5%

Suncor Energy, Inc.

20,900

701,445

Cayman Islands - 0.4%

ENN Energy Holdings Ltd.

148,000

615,867

Finland - 0.7%

Sampo OYJ (A Shares)

33,034

1,035,316

France - 9.8%

Arkema SA

9,139

833,214

Atos Origin SA

12,769

857,483

BNP Paribas SA

51,793

2,605,373

Compagnie de St. Gobain

20,100

708,371

GDF Suez

48,080

1,103,356

Pernod Ricard SA

6,700

721,050

PPR SA

3,642

640,346

Sanofi SA

55,722

4,893,923

Schneider Electric SA

7,500

468,898

Unibail-Rodamco

3,500

788,675

TOTAL FRANCE

13,620,689

Germany - 9.0%

Allianz AG

19,369

2,401,557

BASF AG

9,769

809,487

Bayer AG

29,490

2,568,235

Daimler AG (Germany)

27,237

1,271,799

Deutsche Post AG

48,764

966,727

Common Stocks - continued

Shares

Value

Germany - continued

Fresenius SE & Co. KGaA

7,100

$ 809,835

HeidelbergCement Finance AG

13,393

709,823

RWE AG

28,200

1,288,621

Siemens AG

16,709

1,683,582

TOTAL GERMANY

12,509,666

Hong Kong - 1.1%

Cheung Kong Holdings Ltd.

94,000

1,388,765

Hysan Development Co. Ltd.

35,000

154,676

TOTAL HONG KONG

1,543,441

Italy - 3.3%

ENI SpA

148,500

3,417,123

Fiat Industrial SpA

37,600

407,183

Saipem SpA

16,432

738,200

TOTAL ITALY

4,562,506

Japan - 17.2%

Aeon Credit Service Co. Ltd.

40,900

867,902

Air Water, Inc.

57,000

714,017

Aozora Bank Ltd.

160,000

450,958

Astellas Pharma, Inc.

33,100

1,644,012

Chubu Electric Power Co., Inc.

45,400

468,047

Credit Saison Co. Ltd.

29,800

654,383

Denso Corp.

29,700

929,729

Hitachi Ltd.

195,000

1,033,258

Honda Motor Co. Ltd.

60,900

1,830,852

INPEX Corp.

80

455,969

Itochu Corp.

74,300

743,652

Japan Retail Fund Investment Corp.

322

586,885

Japan Tobacco, Inc.

49,400

1,365,106

JSR Corp.

34,600

592,920

Mitsubishi Corp.

52,600

938,933

Mitsubishi Estate Co. Ltd.

56,000

1,107,654

Nippon Telegraph & Telephone Corp.

14,500

663,058

ORIX Corp.

7,800

801,203

Santen Pharmaceutical Co. Ltd.

16,100

704,867

Seven & i Holdings Co., Ltd.

61,300

1,890,525

Seven Bank Ltd.

237,800

679,173

Softbank Corp.

24,200

766,045

Sumitomo Mitsui Financial Group, Inc.

79,100

2,417,059

Sumitomo Realty & Development Co. Ltd.

24,000

662,608

Common Stocks - continued

Shares

Value

Japan - continued

Toyo Suisan Kaisha Ltd.

21,000

$ 523,224

USS Co. Ltd.

4,950

520,237

TOTAL JAPAN

24,012,276

Netherlands - 2.9%

ING Groep NV (Certificaten Van Aandelen) (a)

185,100

1,647,045

Koninklijke Philips Electronics NV

44,813

1,122,389

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

33,231

1,221,393

TOTAL NETHERLANDS

3,990,827

Norway - 1.1%

Orkla ASA (A Shares)

62,718

496,129

Telenor ASA

55,400

1,089,285

TOTAL NORWAY

1,585,414

Singapore - 2.5%

Ascendas Real Estate Investment Trust

370,000

715,855

ComfortDelgro Corp. Ltd.

322,000

446,122

Singapore Telecommunications Ltd.

319,000

842,089

United Overseas Bank Ltd.

95,480

1,430,087

TOTAL SINGAPORE

3,434,153

Spain - 2.1%

Banco Bilbao Vizcaya Argentaria SA sponsored ADR

235,732

1,956,576

Repsol YPF SA

51,674

1,032,789

TOTAL SPAIN

2,989,365

Sweden - 1.0%

Svenska Handelsbanken AB (A Shares)

39,700

1,359,864

Switzerland - 9.8%

Nestle SA

40,121

2,546,066

Roche Holding AG (participation certificate)

21,838

4,199,706

Swisscom AG

2,015

837,113

Syngenta AG (Switzerland)

3,805

1,483,530

UBS AG (NY Shares)

170,471

2,560,474

Zurich Financial Services AG

8,244

2,031,567

TOTAL SWITZERLAND

13,658,456

United Kingdom - 26.3%

Barclays PLC

497,760

1,840,585

BHP Billiton PLC

81,621

2,616,056

BP PLC sponsored ADR

51,735

2,218,914

British American Tobacco PLC (United Kingdom)

20,547

1,019,123

Common Stocks - continued

Shares

Value

United Kingdom - continued

British Land Co. PLC

103,823

$ 885,472

Bunzl PLC

53,625

887,008

Centrica PLC

243,703

1,274,607

Compass Group PLC

114,100

1,252,076

GlaxoSmithKline PLC sponsored ADR

35,885

1,611,237

HSBC Holdings PLC sponsored ADR

74,201

3,662,561

Imperial Tobacco Group PLC

15,487

584,816

Kingfisher PLC

141,328

660,257

Legal & General Group PLC

561,996

1,215,274

National Grid PLC

167,609

1,911,507

Next PLC

11,500

661,783

Prudential PLC

82,740

1,136,318

Reed Elsevier PLC

129,874

1,270,080

Royal Dutch Shell PLC Class A sponsored ADR

92,447

6,330,767

Scottish & Southern Energy PLC

61,534

1,437,871

Vodafone Group PLC sponsored ADR

153,508

4,178,488

TOTAL UNITED KINGDOM

36,654,800

United States of America - 0.7%

Virgin Media, Inc.

27,467

902,454

TOTAL COMMON STOCKS

(Cost $135,187,370)


136,204,930

Nonconvertible Preferred Stocks - 1.3%

 

 

 

 

Germany - 1.3%

ProSiebenSat.1 Media AG

25,880

721,204

Volkswagen AG

5,327

1,101,973

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $1,562,166)


1,823,177

Money Market Funds - 1.2%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)

918,421

$ 918,421

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

752,220

752,220

TOTAL MONEY MARKET FUNDS

(Cost $1,670,641)


1,670,641

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $138,420,177)

139,698,748

NET OTHER ASSETS (LIABILITIES) - (0.2)%

(220,612)

NET ASSETS - 100%

$ 139,478,136

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

$ 558

Fidelity Securities Lending Cash Central Fund

188,349

Total

$ 188,907

Other Information

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

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

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 11,762,790

$ 9,931,938

$ 1,830,852

$ -

Consumer Staples

10,413,591

8,173,075

2,240,516

-

Energy

15,441,424

12,024,301

3,417,123

-

Financials

45,205,326

38,164,319

7,041,007

-

Health Care

16,431,815

11,537,892

4,893,923

-

Industrials

10,971,356

8,165,385

2,805,971

-

Information Technology

1,890,741

1,890,741

-

-

Materials

7,759,047

3,659,461

4,099,586

-

Telecommunication Services

9,577,641

8,914,583

663,058

-

Utilities

8,574,376

6,662,869

1,911,507

-

Money Market Funds

1,670,641

1,670,641

-

-

Total Investments in Securities:

$ 139,698,748

$ 110,795,205

$ 28,903,543

$ -

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

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 30,093,824

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $730,981) - See accompanying schedule:

Unaffiliated issuers (cost $136,749,536)

$ 138,028,107

 

Fidelity Central Funds (cost $1,670,641)

1,670,641

 

Total Investments (cost $138,420,177)

 

$ 139,698,748

Cash

 

25,252

Receivable for investments sold

490,430

Receivable for fund shares sold

141,722

Dividends receivable

555,670

Distributions receivable from Fidelity Central Funds

1,693

Other receivables

8,173

Total assets

140,921,688

 

 

 

Liabilities

Payable to custodian bank

$ 1,519

Payable for investments purchased

329,190

Payable for fund shares redeemed

173,709

Accrued management fee

85,006

Distribution and service plan fees payable

4,529

Other affiliated payables

33,818

Other payables and accrued expenses

63,561

Collateral on securities loaned, at value

752,220

Total liabilities

1,443,552

 

 

 

Net Assets

$ 139,478,136

Net Assets consist of:

 

Paid in capital

$ 258,984,945

Undistributed net investment income

3,836,975

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

(124,613,392)

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

1,269,608

Net Assets

$ 139,478,136

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

Annual Report

Statement of Assets and Liabilities - continued

  

October 31, 2012

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($4,490,817 ÷ 607,664 shares)

$ 7.39

 

 

 

Maximum offering price per share (100/94.25 of $7.39)

$ 7.84

Class T:
Net Asset Value
and redemption price per share ($2,692,907 ÷ 364,932 shares)

$ 7.38

 

 

 

Maximum offering price per share (100/96.50 of $7.38)

$ 7.65

Class B:
Net Asset Value
and offering price per share ($691,141 ÷ 93,508 shares)A

$ 7.39

 

 

 

Class C:
Net Asset Value
and offering price per share ($2,248,556 ÷ 304,873 shares)A

$ 7.38

 

 

 

International Value:
Net Asset Value
, offering price and redemption price per share ($128,983,126 ÷ 17,438,274 shares)

$ 7.40

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($371,589 ÷ 50,137 shares)

$ 7.41

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

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

Annual Report

Financial Statements - continued

Statement of Operations

  

Year ended October 31, 2012

 

  

  

Investment Income

  

  

Dividends

 

$ 6,445,326

Income from Fidelity Central Funds

 

188,907

Income before foreign taxes withheld

 

6,634,233

Less foreign taxes withheld

 

(488,192)

Total income

 

6,146,041

 

 

 

Expenses

Management fee
Basic fee

$ 1,023,931

Performance adjustment

(61,752)

Transfer agent fees

355,462

Distribution and service plan fees

52,465

Accounting and security lending fees

76,123

Custodian fees and expenses

102,964

Independent trustees' compensation

963

Registration fees

72,448

Audit

63,728

Legal

772

Miscellaneous

1,645

Total expenses before reductions

1,688,749

Expense reductions

(46,878)

1,641,871

Net investment income (loss)

4,504,170

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(6,001,087)

Foreign currency transactions

(21,483)

Total net realized gain (loss)

 

(6,022,570)

Change in net unrealized appreciation (depreciation) on:

Investment securities

12,847,185

Assets and liabilities in foreign currencies

(19,483)

Total change in net unrealized appreciation (depreciation)

 

12,827,702

Net gain (loss)

6,805,132

Net increase (decrease) in net assets resulting from operations

$ 11,309,302

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

Annual Report

Statement of Changes in Net Assets

  

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 4,504,170

$ 5,953,007

Net realized gain (loss)

(6,022,570)

(31,214,422)

Change in net unrealized appreciation (depreciation)

12,827,702

(382,882)

Net increase (decrease) in net assets resulting
from operations

11,309,302

(25,644,297)

Distributions to shareholders from net investment income

(5,463,877)

(4,441,935)

Distributions to shareholders from net realized gain

-

(710,581)

Total distributions

(5,463,877)

(5,152,516)

Share transactions - net increase (decrease)

(27,953,937)

18,454,243

Redemption fees

2,109

3,151

Total increase (decrease) in net assets

(22,106,403)

(12,339,419)

 

 

 

Net Assets

Beginning of period

161,584,539

173,923,958

End of period (including undistributed net investment income of $3,836,975 and undistributed net investment income of $4,796,682, respectively)

$ 139,478,136

$ 161,584,539

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.02

$ 8.22

$ 7.75

$ 5.93

$ 13.02

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .20

  .22

  .15

  .12

  .21

Net realized and unrealized gain (loss)

  .39

  (1.19)

  .44

  1.78

  (6.53)

Total from investment operations

  .59

  (.97)

  .59

  1.90

  (6.32)

Distributions from net investment income

  (.22)

  (.19)

  (.11)

  (.08)

  (.15)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (.62)

Total distributions

  (.22)

  (.23) H

  (.12)

  (.08)

  (.77)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.39

$ 7.02

$ 8.22

$ 7.75

$ 5.93

Total Return A,B

  8.82%

  (12.19)%

  7.60%

  32.71%

  (51.50)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.44%

  1.36%

  1.40%

  1.34%

  1.42%

Expenses net of fee waivers, if any

  1.44%

  1.36%

  1.40%

  1.34%

  1.42%

Expenses net of all reductions

  1.41%

  1.34%

  1.38%

  1.32%

  1.41%

Net investment income (loss)

  2.85%

  2.79%

  1.93%

  1.86%

  2.05%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,491

$ 4,668

$ 4,699

$ 4,456

$ 2,854

Portfolio turnover rate E

  74%

  83%

  43%

  46%

  68%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.00

$ 8.20

$ 7.73

$ 5.91

$ 12.99

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .18

  .20

  .13

  .10

  .18

Net realized and unrealized gain (loss)

  .40

  (1.19)

  .44

  1.77

  (6.50)

Total from investment operations

  .58

  (.99)

  .57

  1.87

  (6.32)

Distributions from net investment income

  (.20)

  (.17)

  (.09)

  (.05)

  (.14)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (.62)

Total distributions

  (.20)

  (.21) H

  (.10)

  (.05)

  (.76)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.38

$ 7.00

$ 8.20

$ 7.73

$ 5.91

Total Return A,B

  8.60%

  (12.42)%

  7.32%

  32.14%

  (51.60)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.71%

  1.63%

  1.67%

  1.60%

  1.67%

Expenses net of fee waivers, if any

  1.70%

  1.62%

  1.67%

  1.60%

  1.67%

Expenses net of all reductions

  1.67%

  1.60%

  1.65%

  1.59%

  1.66%

Net investment income (loss)

  2.58%

  2.52%

  1.65%

  1.59%

  1.80%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,693

$ 2,468

$ 2,276

$ 2,395

$ 2,087

Portfolio turnover rate E

  74%

  83%

  43%

  46%

  68%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.00

$ 8.20

$ 7.74

$ 5.88

$ 12.93

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .14

  .17

  .09

  .07

  .13

Net realized and unrealized gain (loss)

  .41

  (1.20)

  .44

  1.79

  (6.48)

Total from investment operations

  .55

  (1.03)

  .53

  1.86

  (6.35)

Distributions from net investment income

  (.16)

  (.13)

  (.06)

  -

  (.08)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (.62)

Total distributions

  (.16)

  (.17) H

  (.07)

  -

  (.70)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.39

$ 7.00

$ 8.20

$ 7.74

$ 5.88

Total Return A,B

  8.07%

  (12.88)%

  6.82%

  31.63%

  (51.85)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.19%

  2.11%

  2.15%

  2.08%

  2.18%

Expenses net of fee waivers, if any

  2.19%

  2.11%

  2.15%

  2.08%

  2.18%

Expenses net of all reductions

  2.16%

  2.09%

  2.13%

  2.07%

  2.17%

Net investment income (loss)

  2.09%

  2.04%

  1.18%

  1.11%

  1.29%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 691

$ 901

$ 1,216

$ 1,076

$ 931

Portfolio turnover rate E

  74%

  83%

  43%

  46%

  68%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.00

$ 8.20

$ 7.73

$ 5.88

$ 12.92

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .14

  .16

  .09

  .07

  .13

Net realized and unrealized gain (loss)

  .41

  (1.19)

  .44

  1.78

  (6.47)

Total from investment operations

  .55

  (1.03)

  .53

  1.85

  (6.34)

Distributions from net investment income

  (.17)

  (.14)

  (.05)

  -

  (.08)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (.62)

Total distributions

  (.17)

  (.17)

  (.06)

  -

  (.70)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.38

$ 7.00

$ 8.20

$ 7.73

$ 5.88

Total Return A,B

  8.12%

  (12.84)%

  6.84%

  31.46%

  (51.80)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.19%

  2.12%

  2.15%

  2.08%

  2.17%

Expenses net of fee waivers, if any

  2.19%

  2.11%

  2.15%

  2.08%

  2.17%

Expenses net of all reductions

  2.16%

  2.09%

  2.13%

  2.06%

  2.16%

Net investment income (loss)

  2.09%

  2.04%

  1.18%

  1.12%

  1.30%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,249

$ 2,108

$ 2,123

$ 2,108

$ 1,784

Portfolio turnover rate E

  74%

  83%

  43%

  46%

  68%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.03

$ 8.23

$ 7.75

$ 5.95

$ 13.06

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .22

  .25

  .17

  .13

  .24

Net realized and unrealized gain (loss)

  .40

  (1.20)

  .44

  1.78

  (6.54)

Total from investment operations

  .62

  (.95)

  .61

  1.91

  (6.30)

Distributions from net investment income

  (.25)

  (.22)

  (.13)

  (.11)

  (.19)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (.62)

Total distributions

  (.25)

  (.25)

  (.13) G

  (.11)

  (.81)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.40

$ 7.03

$ 8.23

$ 7.75

$ 5.95

Total Return A

  9.19%

  (11.91)%

  7.95%

  33.09%

  (51.34)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.13%

  1.04%

  1.09%

  1.07%

  1.10%

Expenses net of fee waivers, if any

  1.13%

  1.03%

  1.09%

  1.07%

  1.10%

Expenses net of all reductions

  1.10%

  1.01%

  1.08%

  1.06%

  1.09%

Net investment income (loss)

  3.16%

  3.11%

  2.23%

  2.12%

  2.37%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 128,983

$ 150,967

$ 163,090

$ 180,447

$ 160,777

Portfolio turnover rate D

  74%

  83%

  43%

  46%

  68%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.04

$ 8.24

$ 7.76

$ 5.96

$ 13.07

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .22

  .25

  .18

  .14

  .25

Net realized and unrealized gain (loss)

  .40

  (1.19)

  .44

  1.78

  (6.54)

Total from investment operations

  .62

  (.94)

  .62

  1.92

  (6.29)

Distributions from net investment income

  (.25)

  (.22)

  (.14)

  (.12)

  (.20)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (.62)

Total distributions

  (.25)

  (.26) H

  (.14) G

  (.12)

  (.82)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.41

$ 7.04

$ 8.24

$ 7.76

$ 5.96

Total Return A

  9.22%

  (11.83)%

  8.05%

  33.06%

  (51.27)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.10%

  .98%

  .98%

  .93%

  1.02%

Expenses net of fee waivers, if any

  1.10%

  .98%

  .98%

  .93%

  1.02%

Expenses net of all reductions

  1.07%

  .96%

  .97%

  .92%

  1.01%

Net investment income (loss)

  3.18%

  3.17%

  2.34%

  2.26%

  2.45%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 372

$ 473

$ 519

$ 814

$ 1,052

Portfolio turnover rate D

  74%

  83%

  43%

  46%

  68%

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, 2012

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. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Annual Report

Notes to Financial Statements - continued

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. Utilizing these techniques may result in transfers between Level 1 and Level 2.

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

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

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost 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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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.

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:

Gross unrealized appreciation

$ 11,923,750

Gross unrealized depreciation

(12,677,916)

Net unrealized appreciation (depreciation) on securities and other investments

$ (754,166)

 

 

Tax Cost

$ 140,452,914

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

Undistributed ordinary income

$ 4,576,774

Capital loss carryforward

$ (123,320,454)

Net unrealized appreciation (depreciation)

$ (763,129)

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

Fiscal year of expiration

 

2016

$ (17,089,067)

2017

(65,376,972)

2018

(3,571,319)

2019

(31,368,797)

Total with expiration

(117,406,155)

No expiration

 

Long-term

(5,914,299)

Total capital loss carryforward

$ (123,320,454)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 5,463,877

$ 5,152,516

Annual Report

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $107,516,996 and $136,721,066, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Value as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .67% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

5. 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%

$ 11,016

$ 291

Class T

.25%

.25%

12,196

22

Class B

.75%

.25%

8,001

6,009

Class C

.75%

.25%

21,252

5,108

 

 

 

$ 52,465

$ 11,430

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 1,851

Class T

589

Class B*

4,309

Class C*

943

 

$ 7,692

* 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

5. Fees and Other Transactions with Affiliates - continued

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

 

Amount

% of
Average
Net Assets

Class A

$ 13,342

.30

Class T

7,912

.32

Class B

2,419

.30

Class C

6,455

.30

International Value

324,523

.24

Institutional Class

811

.21

 

$ 355,462

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $129 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $405 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

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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $188,349, including $5 from 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.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class T

1.70%

$ 243

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 $46,635 for the period.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 143,989

$ 109,917

Class T

67,838

48,265

Class B

19,758

18,831

Class C

50,970

34,950

International Value

5,163,324

4,218,039

Institutional Class

17,998

11,933

Total

$ 5,463,877

$ 4,441,935

From net realized gain

 

 

Class A

$ -

$ 19,461

Class T

-

9,435

Class B

-

4,893

Class C

-

8,796

International Value

-

666,153

Institutional Class

-

1,843

Total

$ -

$ 710,581

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

186,877

297,051

$ 1,294,428

$ 2,472,449

Reinvestment of distributions

19,578

14,168

128,823

113,424

Shares redeemed

(263,913)

(217,894)

(1,814,670)

(1,776,674)

Net increase (decrease)

(57,458)

93,325

$ (391,419)

$ 809,199

Class T

 

 

 

 

Shares sold

87,833

184,684

$ 599,355

$ 1,564,957

Reinvestment of distributions

10,069

7,104

66,355

56,884

Shares redeemed

(85,446)

(116,856)

(585,214)

(949,653)

Net increase (decrease)

12,456

74,932

$ 80,496

$ 672,188

Class B

 

 

 

 

Shares sold

2,850

10,615

$ 19,157

$ 84,177

Reinvestment of distributions

2,474

2,474

16,400

19,918

Shares redeemed

(40,532)

(32,689)

(279,913)

(270,345)

Net increase (decrease)

(35,208)

(19,600)

$ (244,356)

$ (166,250)

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class C

 

 

 

 

Shares sold

72,761

94,118

$ 498,768

$ 764,274

Reinvestment of distributions

6,699

4,468

44,283

35,965

Shares redeemed

(75,717)

(56,323)

(522,498)

(453,389)

Net increase (decrease)

3,743

42,263

$ 20,553

$ 346,850

International Value

 

 

 

 

Shares sold

2,278,492

9,000,450

$ 15,694,819

$ 76,813,955

Reinvestment of distributions

762,294

587,427

5,008,269

4,695,920

Shares redeemed

(7,089,505)

(7,927,908)

(48,008,194)

(64,758,392)

Net increase (decrease)

(4,048,719)

1,659,969

$ (27,305,106)

$ 16,751,483

Institutional Class

 

 

 

 

Shares sold

18,483

19,868

$ 132,098

$ 168,608

Reinvestment of distributions

1,234

395

8,117

3,160

Shares redeemed

(36,776)

(16,071)

(254,320)

(130,995)

Net increase (decrease)

(17,059)

4,192

$ (114,105)

$ 40,773

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 21% and 16%, respectively, of the total outstanding shares of the Fund.

Mutual funds managed by FMR or its affiliates were owners of record, in the aggregate, of approximately 38% 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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Value Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the 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 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

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

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

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

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

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

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

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

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

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

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

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

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

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

Annual Report


Distributions (Unaudited)

The Board of Trustees of Advisor International Value 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

12/10/12

12/07/12

$0.201

$0.042

Class T

12/10/12

12/07/12

$0.185

$0.042

Class B

12/10/12

12/07/12

$0.129

$0.042

Class C

12/10/12

12/07/12

$0.152

$0.042

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 2011

Class A

86%

Class T

96%

Class B

100%

Class C

100%

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

12/05/11

$0.199

$0.0133

Class T

12/05/11

$0.179

$0.0133

Class B

12/05/11

$0.144

$0.0133

Class C

12/05/11

$0.154

$0.0133

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

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

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

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom 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

Fidelity International Value Fund

afi1309722

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- and five-year periods and the third quartile for the three-year period. 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 to improve the fund's disappointing performance relative to its peer group and benchmark. The Board noted that this fund had underperformed in the past and discussed with FMR its disappointment with the continued underperformance of the fund. The Board noted that there was a portfolio management change for the fund in September 2011. 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

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 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 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity International Value Fund

afi1309724

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 2011. 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 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

AFIV-UANN-1212
1.827496.106

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

International Value

Fund - Institutional Class

Annual Report

October 31, 2012

(Fidelity Cover Art)

Institutional Class is
a class of Fidelity®
International Value Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to 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. © 2012 FMR LLC. All rights reserved.

Annual Report

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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, 2012

Past 1
year

Past 5
years

Life of
fund
A

  Institutional Class

9.22%

-7.57%

-1.84%

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® Value Index performed over the same period.

ivi78300

Annual Report


Management's Discussion of Fund Performance

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

Comments from Alex Zavratsky, Portfolio Manager of Fidelity Advisor® International Value Fund: For the year, the fund's Institutional Class shares rose 9.22%, easily outpacing the 4.64% gain of the benchmark MSCI® EAFE® Value Index. Investments in two pharmaceuticals firms - France's Sanofi and non-index Roche Holding of Switzerland - were standouts. Within this industry, I focused on companies where product patent cliffs were either behind them or were well understood so they could focus on future growth. Elsewhere, I avoided benchmark components Telefonica - Spain's telecom giant - and France Telecom, as I believed pressure on both companies' cash flow, too much debt, poor business fundamentals and unsustainable dividend yields would hamper each stock. That proved to be the right call. Similarly, I did not invest in Finnish mobile device maker Nokia. Given the strength of competitors Samsung Electronics and Apple, I believed Nokia, with its non-differentiated product, was at a technological and brand disadvantage. Individual detractors included Repsol, a Spain-based integrated oil and gas company that suffered because Argentina moved to nationalize the company's local unit. An untimely investment in Japanese electronics manufacturer Hitachi 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

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

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,057.20

$ 7.50

HypotheticalA

 

$ 1,000.00

$ 1,017.85

$ 7.35

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,055.80

$ 8.78

HypotheticalA

 

$ 1,000.00

$ 1,016.59

$ 8.62

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,054.20

$ 11.36

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,054.30

$ 11.36

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

International Value

1.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,060.20

$ 6.01

HypotheticalA

 

$ 1,000.00

$ 1,019.30

$ 5.89

Institutional Class

1.13%

 

 

 

Actual

 

$ 1,000.00

$ 1,058.60

$ 5.85

HypotheticalA

 

$ 1,000.00

$ 1,019.46

$ 5.74

A 5% return per year before expenses

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

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

ivi78302

United Kingdom 26.3%

 

ivi78304

Japan 17.2%

 

ivi78306

Germany 10.3%

 

ivi78308

Switzerland 9.8%

 

ivi78310

France 9.8%

 

ivi78312

Australia 8.3%

 

ivi78314

Italy 3.3%

 

ivi78316

Netherlands 2.9%

 

ivi78318

Singapore 2.5%

 

jmcw

Other * 9.6%

 

ivi78322

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

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

As of April 30, 2012

ivi78302

United Kingdom 27.4%

 

ivi78304

Japan 22.7%

 

ivi78306

Germany 10.3%

 

ivi78308

Switzerland 9.7%

 

ivi78310

Australia 7.5%

 

ivi78312

France 7.4%

 

ivi78314

Netherlands 3.5%

 

ivi78316

Italy 2.7%

 

ivi78318

Spain 1.8%

 

jmcw

Other * 7.0%

 

ivi78334

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

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

99.0

99.1

Short-Term Investments and Net Other Assets (Liabilities)

1.0

0.9

Top Ten Stocks as of October 31, 2012

 

% 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)

4.6

5.1

Sanofi SA (France, Pharmaceuticals)

3.5

3.2

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

3.0

3.8

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

3.0

3.5

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

2.6

2.1

Commonwealth Bank of Australia (Australia, Commercial Banks)

2.5

2.3

ENI SpA (Italy, Oil, Gas & Consumable Fuels)

2.5

1.9

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

2.1

2.4

BHP Billiton PLC (United Kingdom, Metals & Mining)

1.9

0.0

BNP Paribas SA (France, Commercial Banks)

1.9

1.0

 

27.6

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

32.5

26.7

Health Care

11.9

13.2

Energy

11.1

11.8

Consumer Discretionary

8.6

9.0

Industrials

7.7

7.5

Consumer Staples

7.5

9.1

Telecommunication Services

6.8

7.0

Utilities

6.0

7.1

Materials

5.6

5.0

Information Technology

1.3

2.7

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 97.7%

Shares

Value

Australia - 8.3%

Australia & New Zealand Banking Group Ltd.

110,422

$ 2,917,170

Commonwealth Bank of Australia

57,527

3,448,593

Origin Energy Ltd.

46,320

546,217

Sydney Airport unit

236,028

830,580

Telstra Corp. Ltd.

279,594

1,201,563

Transurban Group unit

89,247

563,269

Westfield Group unit

136,805

1,513,831

Woolworths Ltd.

17,763

542,288

TOTAL AUSTRALIA

11,563,511

Bailiwick of Jersey - 0.5%

Wolseley PLC

16,207

708,513

Belgium - 0.2%

KBC Groupe SA

12,008

281,867

Bermuda - 0.3%

Cheung Kong Infrastructure Holdings Ltd.

81,000

474,500

Canada - 0.5%

Suncor Energy, Inc.

20,900

701,445

Cayman Islands - 0.4%

ENN Energy Holdings Ltd.

148,000

615,867

Finland - 0.7%

Sampo OYJ (A Shares)

33,034

1,035,316

France - 9.8%

Arkema SA

9,139

833,214

Atos Origin SA

12,769

857,483

BNP Paribas SA

51,793

2,605,373

Compagnie de St. Gobain

20,100

708,371

GDF Suez

48,080

1,103,356

Pernod Ricard SA

6,700

721,050

PPR SA

3,642

640,346

Sanofi SA

55,722

4,893,923

Schneider Electric SA

7,500

468,898

Unibail-Rodamco

3,500

788,675

TOTAL FRANCE

13,620,689

Germany - 9.0%

Allianz AG

19,369

2,401,557

BASF AG

9,769

809,487

Bayer AG

29,490

2,568,235

Daimler AG (Germany)

27,237

1,271,799

Deutsche Post AG

48,764

966,727

Common Stocks - continued

Shares

Value

Germany - continued

Fresenius SE & Co. KGaA

7,100

$ 809,835

HeidelbergCement Finance AG

13,393

709,823

RWE AG

28,200

1,288,621

Siemens AG

16,709

1,683,582

TOTAL GERMANY

12,509,666

Hong Kong - 1.1%

Cheung Kong Holdings Ltd.

94,000

1,388,765

Hysan Development Co. Ltd.

35,000

154,676

TOTAL HONG KONG

1,543,441

Italy - 3.3%

ENI SpA

148,500

3,417,123

Fiat Industrial SpA

37,600

407,183

Saipem SpA

16,432

738,200

TOTAL ITALY

4,562,506

Japan - 17.2%

Aeon Credit Service Co. Ltd.

40,900

867,902

Air Water, Inc.

57,000

714,017

Aozora Bank Ltd.

160,000

450,958

Astellas Pharma, Inc.

33,100

1,644,012

Chubu Electric Power Co., Inc.

45,400

468,047

Credit Saison Co. Ltd.

29,800

654,383

Denso Corp.

29,700

929,729

Hitachi Ltd.

195,000

1,033,258

Honda Motor Co. Ltd.

60,900

1,830,852

INPEX Corp.

80

455,969

Itochu Corp.

74,300

743,652

Japan Retail Fund Investment Corp.

322

586,885

Japan Tobacco, Inc.

49,400

1,365,106

JSR Corp.

34,600

592,920

Mitsubishi Corp.

52,600

938,933

Mitsubishi Estate Co. Ltd.

56,000

1,107,654

Nippon Telegraph & Telephone Corp.

14,500

663,058

ORIX Corp.

7,800

801,203

Santen Pharmaceutical Co. Ltd.

16,100

704,867

Seven & i Holdings Co., Ltd.

61,300

1,890,525

Seven Bank Ltd.

237,800

679,173

Softbank Corp.

24,200

766,045

Sumitomo Mitsui Financial Group, Inc.

79,100

2,417,059

Sumitomo Realty & Development Co. Ltd.

24,000

662,608

Common Stocks - continued

Shares

Value

Japan - continued

Toyo Suisan Kaisha Ltd.

21,000

$ 523,224

USS Co. Ltd.

4,950

520,237

TOTAL JAPAN

24,012,276

Netherlands - 2.9%

ING Groep NV (Certificaten Van Aandelen) (a)

185,100

1,647,045

Koninklijke Philips Electronics NV

44,813

1,122,389

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

33,231

1,221,393

TOTAL NETHERLANDS

3,990,827

Norway - 1.1%

Orkla ASA (A Shares)

62,718

496,129

Telenor ASA

55,400

1,089,285

TOTAL NORWAY

1,585,414

Singapore - 2.5%

Ascendas Real Estate Investment Trust

370,000

715,855

ComfortDelgro Corp. Ltd.

322,000

446,122

Singapore Telecommunications Ltd.

319,000

842,089

United Overseas Bank Ltd.

95,480

1,430,087

TOTAL SINGAPORE

3,434,153

Spain - 2.1%

Banco Bilbao Vizcaya Argentaria SA sponsored ADR

235,732

1,956,576

Repsol YPF SA

51,674

1,032,789

TOTAL SPAIN

2,989,365

Sweden - 1.0%

Svenska Handelsbanken AB (A Shares)

39,700

1,359,864

Switzerland - 9.8%

Nestle SA

40,121

2,546,066

Roche Holding AG (participation certificate)

21,838

4,199,706

Swisscom AG

2,015

837,113

Syngenta AG (Switzerland)

3,805

1,483,530

UBS AG (NY Shares)

170,471

2,560,474

Zurich Financial Services AG

8,244

2,031,567

TOTAL SWITZERLAND

13,658,456

United Kingdom - 26.3%

Barclays PLC

497,760

1,840,585

BHP Billiton PLC

81,621

2,616,056

BP PLC sponsored ADR

51,735

2,218,914

British American Tobacco PLC (United Kingdom)

20,547

1,019,123

Common Stocks - continued

Shares

Value

United Kingdom - continued

British Land Co. PLC

103,823

$ 885,472

Bunzl PLC

53,625

887,008

Centrica PLC

243,703

1,274,607

Compass Group PLC

114,100

1,252,076

GlaxoSmithKline PLC sponsored ADR

35,885

1,611,237

HSBC Holdings PLC sponsored ADR

74,201

3,662,561

Imperial Tobacco Group PLC

15,487

584,816

Kingfisher PLC

141,328

660,257

Legal & General Group PLC

561,996

1,215,274

National Grid PLC

167,609

1,911,507

Next PLC

11,500

661,783

Prudential PLC

82,740

1,136,318

Reed Elsevier PLC

129,874

1,270,080

Royal Dutch Shell PLC Class A sponsored ADR

92,447

6,330,767

Scottish & Southern Energy PLC

61,534

1,437,871

Vodafone Group PLC sponsored ADR

153,508

4,178,488

TOTAL UNITED KINGDOM

36,654,800

United States of America - 0.7%

Virgin Media, Inc.

27,467

902,454

TOTAL COMMON STOCKS

(Cost $135,187,370)


136,204,930

Nonconvertible Preferred Stocks - 1.3%

 

 

 

 

Germany - 1.3%

ProSiebenSat.1 Media AG

25,880

721,204

Volkswagen AG

5,327

1,101,973

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $1,562,166)


1,823,177

Money Market Funds - 1.2%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)

918,421

$ 918,421

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

752,220

752,220

TOTAL MONEY MARKET FUNDS

(Cost $1,670,641)


1,670,641

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $138,420,177)

139,698,748

NET OTHER ASSETS (LIABILITIES) - (0.2)%

(220,612)

NET ASSETS - 100%

$ 139,478,136

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

$ 558

Fidelity Securities Lending Cash Central Fund

188,349

Total

$ 188,907

Other Information

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

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

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 11,762,790

$ 9,931,938

$ 1,830,852

$ -

Consumer Staples

10,413,591

8,173,075

2,240,516

-

Energy

15,441,424

12,024,301

3,417,123

-

Financials

45,205,326

38,164,319

7,041,007

-

Health Care

16,431,815

11,537,892

4,893,923

-

Industrials

10,971,356

8,165,385

2,805,971

-

Information Technology

1,890,741

1,890,741

-

-

Materials

7,759,047

3,659,461

4,099,586

-

Telecommunication Services

9,577,641

8,914,583

663,058

-

Utilities

8,574,376

6,662,869

1,911,507

-

Money Market Funds

1,670,641

1,670,641

-

-

Total Investments in Securities:

$ 139,698,748

$ 110,795,205

$ 28,903,543

$ -

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

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 30,093,824

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $730,981) - See accompanying schedule:

Unaffiliated issuers (cost $136,749,536)

$ 138,028,107

 

Fidelity Central Funds (cost $1,670,641)

1,670,641

 

Total Investments (cost $138,420,177)

 

$ 139,698,748

Cash

 

25,252

Receivable for investments sold

490,430

Receivable for fund shares sold

141,722

Dividends receivable

555,670

Distributions receivable from Fidelity Central Funds

1,693

Other receivables

8,173

Total assets

140,921,688

 

 

 

Liabilities

Payable to custodian bank

$ 1,519

Payable for investments purchased

329,190

Payable for fund shares redeemed

173,709

Accrued management fee

85,006

Distribution and service plan fees payable

4,529

Other affiliated payables

33,818

Other payables and accrued expenses

63,561

Collateral on securities loaned, at value

752,220

Total liabilities

1,443,552

 

 

 

Net Assets

$ 139,478,136

Net Assets consist of:

 

Paid in capital

$ 258,984,945

Undistributed net investment income

3,836,975

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

(124,613,392)

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

1,269,608

Net Assets

$ 139,478,136

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, 2012

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($4,490,817 ÷ 607,664 shares)

$ 7.39

 

 

 

Maximum offering price per share (100/94.25 of $7.39)

$ 7.84

Class T:
Net Asset Value
and redemption price per share ($2,692,907 ÷ 364,932 shares)

$ 7.38

 

 

 

Maximum offering price per share (100/96.50 of $7.38)

$ 7.65

Class B:
Net Asset Value
and offering price per share ($691,141 ÷ 93,508 shares)A

$ 7.39

 

 

 

Class C:
Net Asset Value
and offering price per share ($2,248,556 ÷ 304,873 shares)A

$ 7.38

 

 

 

International Value:
Net Asset Value
, offering price and redemption price per share ($128,983,126 ÷ 17,438,274 shares)

$ 7.40

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($371,589 ÷ 50,137 shares)

$ 7.41

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

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

Annual Report

Statement of Operations

 

Year ended October 31, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 6,445,326

Income from Fidelity Central Funds

 

188,907

Income before foreign taxes withheld

 

6,634,233

Less foreign taxes withheld

 

(488,192)

Total income

 

6,146,041

 

 

 

Expenses

Management fee
Basic fee

$ 1,023,931

Performance adjustment

(61,752)

Transfer agent fees

355,462

Distribution and service plan fees

52,465

Accounting and security lending fees

76,123

Custodian fees and expenses

102,964

Independent trustees' compensation

963

Registration fees

72,448

Audit

63,728

Legal

772

Miscellaneous

1,645

Total expenses before reductions

1,688,749

Expense reductions

(46,878)

1,641,871

Net investment income (loss)

4,504,170

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(6,001,087)

Foreign currency transactions

(21,483)

Total net realized gain (loss)

 

(6,022,570)

Change in net unrealized appreciation (depreciation) on:

Investment securities

12,847,185

Assets and liabilities in foreign currencies

(19,483)

Total change in net unrealized appreciation (depreciation)

 

12,827,702

Net gain (loss)

6,805,132

Net increase (decrease) in net assets resulting from operations

$ 11,309,302

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 4,504,170

$ 5,953,007

Net realized gain (loss)

(6,022,570)

(31,214,422)

Change in net unrealized appreciation (depreciation)

12,827,702

(382,882)

Net increase (decrease) in net assets resulting
from operations

11,309,302

(25,644,297)

Distributions to shareholders from net investment income

(5,463,877)

(4,441,935)

Distributions to shareholders from net realized gain

-

(710,581)

Total distributions

(5,463,877)

(5,152,516)

Share transactions - net increase (decrease)

(27,953,937)

18,454,243

Redemption fees

2,109

3,151

Total increase (decrease) in net assets

(22,106,403)

(12,339,419)

 

 

 

Net Assets

Beginning of period

161,584,539

173,923,958

End of period (including undistributed net investment income of $3,836,975 and undistributed net investment income of $4,796,682, respectively)

$ 139,478,136

$ 161,584,539

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.02

$ 8.22

$ 7.75

$ 5.93

$ 13.02

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .20

  .22

  .15

  .12

  .21

Net realized and unrealized gain (loss)

  .39

  (1.19)

  .44

  1.78

  (6.53)

Total from investment operations

  .59

  (.97)

  .59

  1.90

  (6.32)

Distributions from net investment income

  (.22)

  (.19)

  (.11)

  (.08)

  (.15)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (.62)

Total distributions

  (.22)

  (.23) H

  (.12)

  (.08)

  (.77)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.39

$ 7.02

$ 8.22

$ 7.75

$ 5.93

Total Return A,B

  8.82%

  (12.19)%

  7.60%

  32.71%

  (51.50)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.44%

  1.36%

  1.40%

  1.34%

  1.42%

Expenses net of fee waivers, if any

  1.44%

  1.36%

  1.40%

  1.34%

  1.42%

Expenses net of all reductions

  1.41%

  1.34%

  1.38%

  1.32%

  1.41%

Net investment income (loss)

  2.85%

  2.79%

  1.93%

  1.86%

  2.05%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,491

$ 4,668

$ 4,699

$ 4,456

$ 2,854

Portfolio turnover rate E

  74%

  83%

  43%

  46%

  68%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.00

$ 8.20

$ 7.73

$ 5.91

$ 12.99

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .18

  .20

  .13

  .10

  .18

Net realized and unrealized gain (loss)

  .40

  (1.19)

  .44

  1.77

  (6.50)

Total from investment operations

  .58

  (.99)

  .57

  1.87

  (6.32)

Distributions from net investment income

  (.20)

  (.17)

  (.09)

  (.05)

  (.14)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (.62)

Total distributions

  (.20)

  (.21) H

  (.10)

  (.05)

  (.76)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.38

$ 7.00

$ 8.20

$ 7.73

$ 5.91

Total Return A,B

  8.60%

  (12.42)%

  7.32%

  32.14%

  (51.60)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.71%

  1.63%

  1.67%

  1.60%

  1.67%

Expenses net of fee waivers, if any

  1.70%

  1.62%

  1.67%

  1.60%

  1.67%

Expenses net of all reductions

  1.67%

  1.60%

  1.65%

  1.59%

  1.66%

Net investment income (loss)

  2.58%

  2.52%

  1.65%

  1.59%

  1.80%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,693

$ 2,468

$ 2,276

$ 2,395

$ 2,087

Portfolio turnover rate E

  74%

  83%

  43%

  46%

  68%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.00

$ 8.20

$ 7.74

$ 5.88

$ 12.93

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .14

  .17

  .09

  .07

  .13

Net realized and unrealized gain (loss)

  .41

  (1.20)

  .44

  1.79

  (6.48)

Total from investment operations

  .55

  (1.03)

  .53

  1.86

  (6.35)

Distributions from net investment income

  (.16)

  (.13)

  (.06)

  -

  (.08)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (.62)

Total distributions

  (.16)

  (.17) H

  (.07)

  -

  (.70)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.39

$ 7.00

$ 8.20

$ 7.74

$ 5.88

Total Return A,B

  8.07%

  (12.88)%

  6.82%

  31.63%

  (51.85)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.19%

  2.11%

  2.15%

  2.08%

  2.18%

Expenses net of fee waivers, if any

  2.19%

  2.11%

  2.15%

  2.08%

  2.18%

Expenses net of all reductions

  2.16%

  2.09%

  2.13%

  2.07%

  2.17%

Net investment income (loss)

  2.09%

  2.04%

  1.18%

  1.11%

  1.29%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 691

$ 901

$ 1,216

$ 1,076

$ 931

Portfolio turnover rate E

  74%

  83%

  43%

  46%

  68%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.00

$ 8.20

$ 7.73

$ 5.88

$ 12.92

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .14

  .16

  .09

  .07

  .13

Net realized and unrealized gain (loss)

  .41

  (1.19)

  .44

  1.78

  (6.47)

Total from investment operations

  .55

  (1.03)

  .53

  1.85

  (6.34)

Distributions from net investment income

  (.17)

  (.14)

  (.05)

  -

  (.08)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (.62)

Total distributions

  (.17)

  (.17)

  (.06)

  -

  (.70)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.38

$ 7.00

$ 8.20

$ 7.73

$ 5.88

Total Return A,B

  8.12%

  (12.84)%

  6.84%

  31.46%

  (51.80)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.19%

  2.12%

  2.15%

  2.08%

  2.17%

Expenses net of fee waivers, if any

  2.19%

  2.11%

  2.15%

  2.08%

  2.17%

Expenses net of all reductions

  2.16%

  2.09%

  2.13%

  2.06%

  2.16%

Net investment income (loss)

  2.09%

  2.04%

  1.18%

  1.12%

  1.30%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,249

$ 2,108

$ 2,123

$ 2,108

$ 1,784

Portfolio turnover rate E

  74%

  83%

  43%

  46%

  68%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.03

$ 8.23

$ 7.75

$ 5.95

$ 13.06

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .22

  .25

  .17

  .13

  .24

Net realized and unrealized gain (loss)

  .40

  (1.20)

  .44

  1.78

  (6.54)

Total from investment operations

  .62

  (.95)

  .61

  1.91

  (6.30)

Distributions from net investment income

  (.25)

  (.22)

  (.13)

  (.11)

  (.19)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (.62)

Total distributions

  (.25)

  (.25)

  (.13) G

  (.11)

  (.81)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.40

$ 7.03

$ 8.23

$ 7.75

$ 5.95

Total Return A

  9.19%

  (11.91)%

  7.95%

  33.09%

  (51.34)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.13%

  1.04%

  1.09%

  1.07%

  1.10%

Expenses net of fee waivers, if any

  1.13%

  1.03%

  1.09%

  1.07%

  1.10%

Expenses net of all reductions

  1.10%

  1.01%

  1.08%

  1.06%

  1.09%

Net investment income (loss)

  3.16%

  3.11%

  2.23%

  2.12%

  2.37%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 128,983

$ 150,967

$ 163,090

$ 180,447

$ 160,777

Portfolio turnover rate D

  74%

  83%

  43%

  46%

  68%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.04

$ 8.24

$ 7.76

$ 5.96

$ 13.07

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .22

  .25

  .18

  .14

  .25

Net realized and unrealized gain (loss)

  .40

  (1.19)

  .44

  1.78

  (6.54)

Total from investment operations

  .62

  (.94)

  .62

  1.92

  (6.29)

Distributions from net investment income

  (.25)

  (.22)

  (.14)

  (.12)

  (.20)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (.62)

Total distributions

  (.25)

  (.26) H

  (.14) G

  (.12)

  (.82)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.41

$ 7.04

$ 8.24

$ 7.76

$ 5.96

Total Return A

  9.22%

  (11.83)%

  8.05%

  33.06%

  (51.27)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.10%

  .98%

  .98%

  .93%

  1.02%

Expenses net of fee waivers, if any

  1.10%

  .98%

  .98%

  .93%

  1.02%

Expenses net of all reductions

  1.07%

  .96%

  .97%

  .92%

  1.01%

Net investment income (loss)

  3.18%

  3.17%

  2.34%

  2.26%

  2.45%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 372

$ 473

$ 519

$ 814

$ 1,052

Portfolio turnover rate D

  74%

  83%

  43%

  46%

  68%

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, 2012

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. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

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. Utilizing these techniques may result in transfers between Level 1 and Level 2.

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

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

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation

$ 11,923,750

Gross unrealized depreciation

(12,677,916)

Net unrealized appreciation (depreciation) on securities and other investments

$ (754,166)

 

 

Tax Cost

$ 140,452,914

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

Undistributed ordinary income

$ 4,576,774

Capital loss carryforward

$ (123,320,454)

Net unrealized appreciation (depreciation)

$ (763,129)

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

Fiscal year of expiration

 

2016

$ (17,089,067)

2017

(65,376,972)

2018

(3,571,319)

2019

(31,368,797)

Total with expiration

(117,406,155)

No expiration

 

Long-term

(5,914,299)

Total capital loss carryforward

$ (123,320,454)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 5,463,877

$ 5,152,516

Annual Report

Notes to Financial Statements - continued

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $107,516,996 and $136,721,066, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Value as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .67% of the Fund's average net assets.

Annual Report

5. 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%

$ 11,016

$ 291

Class T

.25%

.25%

12,196

22

Class B

.75%

.25%

8,001

6,009

Class C

.75%

.25%

21,252

5,108

 

 

 

$ 52,465

$ 11,430

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 1,851

Class T

589

Class B*

4,309

Class C*

943

 

$ 7,692

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

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

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

 

Amount

% of
Average
Net Assets

Class A

$ 13,342

.30

Class T

7,912

.32

Class B

2,419

.30

Class C

6,455

.30

International Value

324,523

.24

Institutional Class

811

.21

 

$ 355,462

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $129 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $405 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

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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $188,349, including $5 from 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.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class T

1.70%

$ 243

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 $46,635 for the period.

Annual Report

Notes to Financial Statements - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 143,989

$ 109,917

Class T

67,838

48,265

Class B

19,758

18,831

Class C

50,970

34,950

International Value

5,163,324

4,218,039

Institutional Class

17,998

11,933

Total

$ 5,463,877

$ 4,441,935

From net realized gain

 

 

Class A

$ -

$ 19,461

Class T

-

9,435

Class B

-

4,893

Class C

-

8,796

International Value

-

666,153

Institutional Class

-

1,843

Total

$ -

$ 710,581

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

186,877

297,051

$ 1,294,428

$ 2,472,449

Reinvestment of distributions

19,578

14,168

128,823

113,424

Shares redeemed

(263,913)

(217,894)

(1,814,670)

(1,776,674)

Net increase (decrease)

(57,458)

93,325

$ (391,419)

$ 809,199

Class T

 

 

 

 

Shares sold

87,833

184,684

$ 599,355

$ 1,564,957

Reinvestment of distributions

10,069

7,104

66,355

56,884

Shares redeemed

(85,446)

(116,856)

(585,214)

(949,653)

Net increase (decrease)

12,456

74,932

$ 80,496

$ 672,188

Class B

 

 

 

 

Shares sold

2,850

10,615

$ 19,157

$ 84,177

Reinvestment of distributions

2,474

2,474

16,400

19,918

Shares redeemed

(40,532)

(32,689)

(279,913)

(270,345)

Net increase (decrease)

(35,208)

(19,600)

$ (244,356)

$ (166,250)

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class C

 

 

 

 

Shares sold

72,761

94,118

$ 498,768

$ 764,274

Reinvestment of distributions

6,699

4,468

44,283

35,965

Shares redeemed

(75,717)

(56,323)

(522,498)

(453,389)

Net increase (decrease)

3,743

42,263

$ 20,553

$ 346,850

International Value

 

 

 

 

Shares sold

2,278,492

9,000,450

$ 15,694,819

$ 76,813,955

Reinvestment of distributions

762,294

587,427

5,008,269

4,695,920

Shares redeemed

(7,089,505)

(7,927,908)

(48,008,194)

(64,758,392)

Net increase (decrease)

(4,048,719)

1,659,969

$ (27,305,106)

$ 16,751,483

Institutional Class

 

 

 

 

Shares sold

18,483

19,868

$ 132,098

$ 168,608

Reinvestment of distributions

1,234

395

8,117

3,160

Shares redeemed

(36,776)

(16,071)

(254,320)

(130,995)

Net increase (decrease)

(17,059)

4,192

$ (114,105)

$ 40,773

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 21% and 16%, respectively, of the total outstanding shares of the Fund.

Mutual funds managed by FMR or its affiliates were owners of record, in the aggregate, of approximately 38% 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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Value Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the 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 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

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

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

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

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

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

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

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

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

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

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

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

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

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

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity International Value 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

12/10/12

12/07/12

$0.229

$0.042

Institutional Class designates 77% of the dividends distributed in December during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

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

 

Pay Date

Income

Taxes

Institutional Class

12/05/11

$0.221

$0.0133

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

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

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

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom 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

Fidelity International Value Fund

ivi78336

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- and five-year periods and the third quartile for the three-year period. 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 to improve the fund's disappointing performance relative to its peer group and benchmark. The Board noted that this fund had underperformed in the past and discussed with FMR its disappointment with the continued underperformance of the fund. The Board noted that there was a portfolio management change for the fund in September 2011. 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

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 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 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity International Value Fund

ivi78338

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 2011. 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 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

AFIVI-UANN-1212
1.827488.106

Fidelity®

International Value

Fund

Annual Report

October 31, 2012

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to 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. © 2012 FMR LLC. All rights reserved.

Annual Report

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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, 2012

Past 1
year

Past 5
years

Life of
fund
A

Fidelity® International Value Fund

9.19%

-7.63%

-1.90%

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® Value Index performed over the same period.

fiv1177076

Annual Report


Management's Discussion of Fund Performance

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

Comments from Alex Zavratsky, Portfolio Manager of Fidelity® International Value Fund: For the year, the fund's Retail Class shares rose 9.19%, easily outpacing the 4.64% gain of the benchmark MSCI® EAFE® Value Index. Investments in two pharmaceuticals firms - France's Sanofi and non-index Roche Holding of Switzerland - were standouts. Within this industry, I focused on companies where product patent cliffs were either behind them or were well understood so they could focus on future growth. Elsewhere, I avoided benchmark components Telefonica - Spain's telecom giant - and France Telecom, as I believed pressure on both companies' cash flow, too much debt, poor business fundamentals and unsustainable dividend yields would hamper each stock. That proved to be the right call. Similarly, I did not invest in Finnish mobile device maker Nokia. Given the strength of competitors Samsung Electronics and Apple, I believed Nokia, with its non-differentiated product, was at a technological and brand disadvantage. Individual detractors included Repsol, a Spain-based integrated oil and gas company that suffered because Argentina moved to nationalize the company's local unit. An untimely investment in Japanese electronics manufacturer Hitachi 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

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

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,057.20

$ 7.50

HypotheticalA

 

$ 1,000.00

$ 1,017.85

$ 7.35

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,055.80

$ 8.78

HypotheticalA

 

$ 1,000.00

$ 1,016.59

$ 8.62

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,054.20

$ 11.36

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,054.30

$ 11.36

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

International Value

1.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,060.20

$ 6.01

HypotheticalA

 

$ 1,000.00

$ 1,019.30

$ 5.89

Institutional Class

1.13%

 

 

 

Actual

 

$ 1,000.00

$ 1,058.60

$ 5.85

HypotheticalA

 

$ 1,000.00

$ 1,019.46

$ 5.74

A 5% return per year before expenses

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

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

fiv1177078

United Kingdom 26.3%

 

fiv1177080

Japan 17.2%

 

fiv1177082

Germany 10.3%

 

fiv1177084

Switzerland 9.8%

 

fiv1177086

France 9.8%

 

fiv1177088

Australia 8.3%

 

fiv1177090

Italy 3.3%

 

fiv1177092

Netherlands 2.9%

 

fiv1177094

Singapore 2.5%

 

jmcw

Other * 9.6%

 

fiv1177098

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

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

As of April 30, 2012

fiv1177078

United Kingdom 27.4%

 

fiv1177080

Japan 22.7%

 

fiv1177082

Germany 10.3%

 

fiv1177084

Switzerland 9.7%

 

fiv1177086

Australia 7.5%

 

fiv1177088

France 7.4%

 

fiv1177090

Netherlands 3.5%

 

fiv1177092

Italy 2.7%

 

fiv1177094

Spain 1.8%

 

jmcw

Other * 7.0%

 

fiv1177110

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

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

99.0

99.1

Short-Term Investments and Net Other Assets (Liabilities)

1.0

0.9

Top Ten Stocks as of October 31, 2012

 

% 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)

4.6

5.1

Sanofi SA (France, Pharmaceuticals)

3.5

3.2

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

3.0

3.8

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

3.0

3.5

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

2.6

2.1

Commonwealth Bank of Australia (Australia, Commercial Banks)

2.5

2.3

ENI SpA (Italy, Oil, Gas & Consumable Fuels)

2.5

1.9

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

2.1

2.4

BHP Billiton PLC (United Kingdom, Metals & Mining)

1.9

0.0

BNP Paribas SA (France, Commercial Banks)

1.9

1.0

 

27.6

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

32.5

26.7

Health Care

11.9

13.2

Energy

11.1

11.8

Consumer Discretionary

8.6

9.0

Industrials

7.7

7.5

Consumer Staples

7.5

9.1

Telecommunication Services

6.8

7.0

Utilities

6.0

7.1

Materials

5.6

5.0

Information Technology

1.3

2.7

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 97.7%

Shares

Value

Australia - 8.3%

Australia & New Zealand Banking Group Ltd.

110,422

$ 2,917,170

Commonwealth Bank of Australia

57,527

3,448,593

Origin Energy Ltd.

46,320

546,217

Sydney Airport unit

236,028

830,580

Telstra Corp. Ltd.

279,594

1,201,563

Transurban Group unit

89,247

563,269

Westfield Group unit

136,805

1,513,831

Woolworths Ltd.

17,763

542,288

TOTAL AUSTRALIA

11,563,511

Bailiwick of Jersey - 0.5%

Wolseley PLC

16,207

708,513

Belgium - 0.2%

KBC Groupe SA

12,008

281,867

Bermuda - 0.3%

Cheung Kong Infrastructure Holdings Ltd.

81,000

474,500

Canada - 0.5%

Suncor Energy, Inc.

20,900

701,445

Cayman Islands - 0.4%

ENN Energy Holdings Ltd.

148,000

615,867

Finland - 0.7%

Sampo OYJ (A Shares)

33,034

1,035,316

France - 9.8%

Arkema SA

9,139

833,214

Atos Origin SA

12,769

857,483

BNP Paribas SA

51,793

2,605,373

Compagnie de St. Gobain

20,100

708,371

GDF Suez

48,080

1,103,356

Pernod Ricard SA

6,700

721,050

PPR SA

3,642

640,346

Sanofi SA

55,722

4,893,923

Schneider Electric SA

7,500

468,898

Unibail-Rodamco

3,500

788,675

TOTAL FRANCE

13,620,689

Germany - 9.0%

Allianz AG

19,369

2,401,557

BASF AG

9,769

809,487

Bayer AG

29,490

2,568,235

Daimler AG (Germany)

27,237

1,271,799

Deutsche Post AG

48,764

966,727

Common Stocks - continued

Shares

Value

Germany - continued

Fresenius SE & Co. KGaA

7,100

$ 809,835

HeidelbergCement Finance AG

13,393

709,823

RWE AG

28,200

1,288,621

Siemens AG

16,709

1,683,582

TOTAL GERMANY

12,509,666

Hong Kong - 1.1%

Cheung Kong Holdings Ltd.

94,000

1,388,765

Hysan Development Co. Ltd.

35,000

154,676

TOTAL HONG KONG

1,543,441

Italy - 3.3%

ENI SpA

148,500

3,417,123

Fiat Industrial SpA

37,600

407,183

Saipem SpA

16,432

738,200

TOTAL ITALY

4,562,506

Japan - 17.2%

Aeon Credit Service Co. Ltd.

40,900

867,902

Air Water, Inc.

57,000

714,017

Aozora Bank Ltd.

160,000

450,958

Astellas Pharma, Inc.

33,100

1,644,012

Chubu Electric Power Co., Inc.

45,400

468,047

Credit Saison Co. Ltd.

29,800

654,383

Denso Corp.

29,700

929,729

Hitachi Ltd.

195,000

1,033,258

Honda Motor Co. Ltd.

60,900

1,830,852

INPEX Corp.

80

455,969

Itochu Corp.

74,300

743,652

Japan Retail Fund Investment Corp.

322

586,885

Japan Tobacco, Inc.

49,400

1,365,106

JSR Corp.

34,600

592,920

Mitsubishi Corp.

52,600

938,933

Mitsubishi Estate Co. Ltd.

56,000

1,107,654

Nippon Telegraph & Telephone Corp.

14,500

663,058

ORIX Corp.

7,800

801,203

Santen Pharmaceutical Co. Ltd.

16,100

704,867

Seven & i Holdings Co., Ltd.

61,300

1,890,525

Seven Bank Ltd.

237,800

679,173

Softbank Corp.

24,200

766,045

Sumitomo Mitsui Financial Group, Inc.

79,100

2,417,059

Sumitomo Realty & Development Co. Ltd.

24,000

662,608

Common Stocks - continued

Shares

Value

Japan - continued

Toyo Suisan Kaisha Ltd.

21,000

$ 523,224

USS Co. Ltd.

4,950

520,237

TOTAL JAPAN

24,012,276

Netherlands - 2.9%

ING Groep NV (Certificaten Van Aandelen) (a)

185,100

1,647,045

Koninklijke Philips Electronics NV

44,813

1,122,389

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

33,231

1,221,393

TOTAL NETHERLANDS

3,990,827

Norway - 1.1%

Orkla ASA (A Shares)

62,718

496,129

Telenor ASA

55,400

1,089,285

TOTAL NORWAY

1,585,414

Singapore - 2.5%

Ascendas Real Estate Investment Trust

370,000

715,855

ComfortDelgro Corp. Ltd.

322,000

446,122

Singapore Telecommunications Ltd.

319,000

842,089

United Overseas Bank Ltd.

95,480

1,430,087

TOTAL SINGAPORE

3,434,153

Spain - 2.1%

Banco Bilbao Vizcaya Argentaria SA sponsored ADR

235,732

1,956,576

Repsol YPF SA

51,674

1,032,789

TOTAL SPAIN

2,989,365

Sweden - 1.0%

Svenska Handelsbanken AB (A Shares)

39,700

1,359,864

Switzerland - 9.8%

Nestle SA

40,121

2,546,066

Roche Holding AG (participation certificate)

21,838

4,199,706

Swisscom AG

2,015

837,113

Syngenta AG (Switzerland)

3,805

1,483,530

UBS AG (NY Shares)

170,471

2,560,474

Zurich Financial Services AG

8,244

2,031,567

TOTAL SWITZERLAND

13,658,456

United Kingdom - 26.3%

Barclays PLC

497,760

1,840,585

BHP Billiton PLC

81,621

2,616,056

BP PLC sponsored ADR

51,735

2,218,914

British American Tobacco PLC (United Kingdom)

20,547

1,019,123

Common Stocks - continued

Shares

Value

United Kingdom - continued

British Land Co. PLC

103,823

$ 885,472

Bunzl PLC

53,625

887,008

Centrica PLC

243,703

1,274,607

Compass Group PLC

114,100

1,252,076

GlaxoSmithKline PLC sponsored ADR

35,885

1,611,237

HSBC Holdings PLC sponsored ADR

74,201

3,662,561

Imperial Tobacco Group PLC

15,487

584,816

Kingfisher PLC

141,328

660,257

Legal & General Group PLC

561,996

1,215,274

National Grid PLC

167,609

1,911,507

Next PLC

11,500

661,783

Prudential PLC

82,740

1,136,318

Reed Elsevier PLC

129,874

1,270,080

Royal Dutch Shell PLC Class A sponsored ADR

92,447

6,330,767

Scottish & Southern Energy PLC

61,534

1,437,871

Vodafone Group PLC sponsored ADR

153,508

4,178,488

TOTAL UNITED KINGDOM

36,654,800

United States of America - 0.7%

Virgin Media, Inc.

27,467

902,454

TOTAL COMMON STOCKS

(Cost $135,187,370)


136,204,930

Nonconvertible Preferred Stocks - 1.3%

 

 

 

 

Germany - 1.3%

ProSiebenSat.1 Media AG

25,880

721,204

Volkswagen AG

5,327

1,101,973

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $1,562,166)


1,823,177

Money Market Funds - 1.2%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)

918,421

$ 918,421

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

752,220

752,220

TOTAL MONEY MARKET FUNDS

(Cost $1,670,641)


1,670,641

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $138,420,177)

139,698,748

NET OTHER ASSETS (LIABILITIES) - (0.2)%

(220,612)

NET ASSETS - 100%

$ 139,478,136

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

$ 558

Fidelity Securities Lending Cash Central Fund

188,349

Total

$ 188,907

Other Information

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

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

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 11,762,790

$ 9,931,938

$ 1,830,852

$ -

Consumer Staples

10,413,591

8,173,075

2,240,516

-

Energy

15,441,424

12,024,301

3,417,123

-

Financials

45,205,326

38,164,319

7,041,007

-

Health Care

16,431,815

11,537,892

4,893,923

-

Industrials

10,971,356

8,165,385

2,805,971

-

Information Technology

1,890,741

1,890,741

-

-

Materials

7,759,047

3,659,461

4,099,586

-

Telecommunication Services

9,577,641

8,914,583

663,058

-

Utilities

8,574,376

6,662,869

1,911,507

-

Money Market Funds

1,670,641

1,670,641

-

-

Total Investments in Securities:

$ 139,698,748

$ 110,795,205

$ 28,903,543

$ -

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

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 30,093,824

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $730,981) - See accompanying schedule:

Unaffiliated issuers (cost $136,749,536)

$ 138,028,107

 

Fidelity Central Funds (cost $1,670,641)

1,670,641

 

Total Investments (cost $138,420,177)

 

$ 139,698,748

Cash

 

25,252

Receivable for investments sold

490,430

Receivable for fund shares sold

141,722

Dividends receivable

555,670

Distributions receivable from Fidelity Central Funds

1,693

Other receivables

8,173

Total assets

140,921,688

 

 

 

Liabilities

Payable to custodian bank

$ 1,519

Payable for investments purchased

329,190

Payable for fund shares redeemed

173,709

Accrued management fee

85,006

Distribution and service plan fees payable

4,529

Other affiliated payables

33,818

Other payables and accrued expenses

63,561

Collateral on securities loaned, at value

752,220

Total liabilities

1,443,552

 

 

 

Net Assets

$ 139,478,136

Net Assets consist of:

 

Paid in capital

$ 258,984,945

Undistributed net investment income

3,836,975

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

(124,613,392)

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

1,269,608

Net Assets

$ 139,478,136

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

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2012

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($4,490,817 ÷ 607,664 shares)

$ 7.39

 

 

 

Maximum offering price per share (100/94.25 of $7.39)

$ 7.84

Class T:
Net Asset Value
and redemption price per share ($2,692,907 ÷ 364,932 shares)

$ 7.38

 

 

 

Maximum offering price per share (100/96.50 of $7.38)

$ 7.65

Class B:
Net Asset Value
and offering price per share ($691,141 ÷ 93,508 shares)A

$ 7.39

 

 

 

Class C:
Net Asset Value
and offering price per share ($2,248,556 ÷ 304,873 shares)A

$ 7.38

 

 

 

International Value:
Net Asset Value
, offering price and redemption price per share ($128,983,126 ÷ 17,438,274 shares)

$ 7.40

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($371,589 ÷ 50,137 shares)

$ 7.41

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

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

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 6,445,326

Income from Fidelity Central Funds

 

188,907

Income before foreign taxes withheld

 

6,634,233

Less foreign taxes withheld

 

(488,192)

Total income

 

6,146,041

 

 

 

Expenses

Management fee
Basic fee

$ 1,023,931

Performance adjustment

(61,752)

Transfer agent fees

355,462

Distribution and service plan fees

52,465

Accounting and security lending fees

76,123

Custodian fees and expenses

102,964

Independent trustees' compensation

963

Registration fees

72,448

Audit

63,728

Legal

772

Miscellaneous

1,645

Total expenses before reductions

1,688,749

Expense reductions

(46,878)

1,641,871

Net investment income (loss)

4,504,170

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(6,001,087)

Foreign currency transactions

(21,483)

Total net realized gain (loss)

 

(6,022,570)

Change in net unrealized appreciation (depreciation) on:

Investment securities

12,847,185

Assets and liabilities in foreign currencies

(19,483)

Total change in net unrealized appreciation (depreciation)

 

12,827,702

Net gain (loss)

6,805,132

Net increase (decrease) in net assets resulting from operations

$ 11,309,302

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 4,504,170

$ 5,953,007

Net realized gain (loss)

(6,022,570)

(31,214,422)

Change in net unrealized appreciation (depreciation)

12,827,702

(382,882)

Net increase (decrease) in net assets resulting
from operations

11,309,302

(25,644,297)

Distributions to shareholders from net investment income

(5,463,877)

(4,441,935)

Distributions to shareholders from net realized gain

-

(710,581)

Total distributions

(5,463,877)

(5,152,516)

Share transactions - net increase (decrease)

(27,953,937)

18,454,243

Redemption fees

2,109

3,151

Total increase (decrease) in net assets

(22,106,403)

(12,339,419)

 

 

 

Net Assets

Beginning of period

161,584,539

173,923,958

End of period (including undistributed net investment income of $3,836,975 and undistributed net investment income of $4,796,682, respectively)

$ 139,478,136

$ 161,584,539

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.02

$ 8.22

$ 7.75

$ 5.93

$ 13.02

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .20

  .22

  .15

  .12

  .21

Net realized and unrealized gain (loss)

  .39

  (1.19)

  .44

  1.78

  (6.53)

Total from investment operations

  .59

  (.97)

  .59

  1.90

  (6.32)

Distributions from net investment income

  (.22)

  (.19)

  (.11)

  (.08)

  (.15)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (.62)

Total distributions

  (.22)

  (.23) H

  (.12)

  (.08)

  (.77)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.39

$ 7.02

$ 8.22

$ 7.75

$ 5.93

Total Return A,B

  8.82%

  (12.19)%

  7.60%

  32.71%

  (51.50)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.44%

  1.36%

  1.40%

  1.34%

  1.42%

Expenses net of fee waivers, if any

  1.44%

  1.36%

  1.40%

  1.34%

  1.42%

Expenses net of all reductions

  1.41%

  1.34%

  1.38%

  1.32%

  1.41%

Net investment income (loss)

  2.85%

  2.79%

  1.93%

  1.86%

  2.05%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,491

$ 4,668

$ 4,699

$ 4,456

$ 2,854

Portfolio turnover rate E

  74%

  83%

  43%

  46%

  68%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.00

$ 8.20

$ 7.73

$ 5.91

$ 12.99

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .18

  .20

  .13

  .10

  .18

Net realized and unrealized gain (loss)

  .40

  (1.19)

  .44

  1.77

  (6.50)

Total from investment operations

  .58

  (.99)

  .57

  1.87

  (6.32)

Distributions from net investment income

  (.20)

  (.17)

  (.09)

  (.05)

  (.14)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (.62)

Total distributions

  (.20)

  (.21) H

  (.10)

  (.05)

  (.76)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.38

$ 7.00

$ 8.20

$ 7.73

$ 5.91

Total Return A,B

  8.60%

  (12.42)%

  7.32%

  32.14%

  (51.60)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.71%

  1.63%

  1.67%

  1.60%

  1.67%

Expenses net of fee waivers, if any

  1.70%

  1.62%

  1.67%

  1.60%

  1.67%

Expenses net of all reductions

  1.67%

  1.60%

  1.65%

  1.59%

  1.66%

Net investment income (loss)

  2.58%

  2.52%

  1.65%

  1.59%

  1.80%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,693

$ 2,468

$ 2,276

$ 2,395

$ 2,087

Portfolio turnover rate E

  74%

  83%

  43%

  46%

  68%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.00

$ 8.20

$ 7.74

$ 5.88

$ 12.93

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .14

  .17

  .09

  .07

  .13

Net realized and unrealized gain (loss)

  .41

  (1.20)

  .44

  1.79

  (6.48)

Total from investment operations

  .55

  (1.03)

  .53

  1.86

  (6.35)

Distributions from net investment income

  (.16)

  (.13)

  (.06)

  -

  (.08)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (.62)

Total distributions

  (.16)

  (.17) H

  (.07)

  -

  (.70)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.39

$ 7.00

$ 8.20

$ 7.74

$ 5.88

Total Return A,B

  8.07%

  (12.88)%

  6.82%

  31.63%

  (51.85)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.19%

  2.11%

  2.15%

  2.08%

  2.18%

Expenses net of fee waivers, if any

  2.19%

  2.11%

  2.15%

  2.08%

  2.18%

Expenses net of all reductions

  2.16%

  2.09%

  2.13%

  2.07%

  2.17%

Net investment income (loss)

  2.09%

  2.04%

  1.18%

  1.11%

  1.29%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 691

$ 901

$ 1,216

$ 1,076

$ 931

Portfolio turnover rate E

  74%

  83%

  43%

  46%

  68%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.00

$ 8.20

$ 7.73

$ 5.88

$ 12.92

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .14

  .16

  .09

  .07

  .13

Net realized and unrealized gain (loss)

  .41

  (1.19)

  .44

  1.78

  (6.47)

Total from investment operations

  .55

  (1.03)

  .53

  1.85

  (6.34)

Distributions from net investment income

  (.17)

  (.14)

  (.05)

  -

  (.08)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (.62)

Total distributions

  (.17)

  (.17)

  (.06)

  -

  (.70)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.38

$ 7.00

$ 8.20

$ 7.73

$ 5.88

Total Return A,B

  8.12%

  (12.84)%

  6.84%

  31.46%

  (51.80)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.19%

  2.12%

  2.15%

  2.08%

  2.17%

Expenses net of fee waivers, if any

  2.19%

  2.11%

  2.15%

  2.08%

  2.17%

Expenses net of all reductions

  2.16%

  2.09%

  2.13%

  2.06%

  2.16%

Net investment income (loss)

  2.09%

  2.04%

  1.18%

  1.12%

  1.30%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,249

$ 2,108

$ 2,123

$ 2,108

$ 1,784

Portfolio turnover rate E

  74%

  83%

  43%

  46%

  68%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.03

$ 8.23

$ 7.75

$ 5.95

$ 13.06

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .22

  .25

  .17

  .13

  .24

Net realized and unrealized gain (loss)

  .40

  (1.20)

  .44

  1.78

  (6.54)

Total from investment operations

  .62

  (.95)

  .61

  1.91

  (6.30)

Distributions from net investment income

  (.25)

  (.22)

  (.13)

  (.11)

  (.19)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (.62)

Total distributions

  (.25)

  (.25)

  (.13) G

  (.11)

  (.81)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.40

$ 7.03

$ 8.23

$ 7.75

$ 5.95

Total Return A

  9.19%

  (11.91)%

  7.95%

  33.09%

  (51.34)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.13%

  1.04%

  1.09%

  1.07%

  1.10%

Expenses net of fee waivers, if any

  1.13%

  1.03%

  1.09%

  1.07%

  1.10%

Expenses net of all reductions

  1.10%

  1.01%

  1.08%

  1.06%

  1.09%

Net investment income (loss)

  3.16%

  3.11%

  2.23%

  2.12%

  2.37%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 128,983

$ 150,967

$ 163,090

$ 180,447

$ 160,777

Portfolio turnover rate D

  74%

  83%

  43%

  46%

  68%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.04

$ 8.24

$ 7.76

$ 5.96

$ 13.07

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .22

  .25

  .18

  .14

  .25

Net realized and unrealized gain (loss)

  .40

  (1.19)

  .44

  1.78

  (6.54)

Total from investment operations

  .62

  (.94)

  .62

  1.92

  (6.29)

Distributions from net investment income

  (.25)

  (.22)

  (.14)

  (.12)

  (.20)

Distributions from net realized gain

  -

  (.03)

  (.01)

  -

  (.62)

Total distributions

  (.25)

  (.26) H

  (.14) G

  (.12)

  (.82)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.41

$ 7.04

$ 8.24

$ 7.76

$ 5.96

Total Return A

  9.22%

  (11.83)%

  8.05%

  33.06%

  (51.27)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.10%

  .98%

  .98%

  .93%

  1.02%

Expenses net of fee waivers, if any

  1.10%

  .98%

  .98%

  .93%

  1.02%

Expenses net of all reductions

  1.07%

  .96%

  .97%

  .92%

  1.01%

Net investment income (loss)

  3.18%

  3.17%

  2.34%

  2.26%

  2.45%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 372

$ 473

$ 519

$ 814

$ 1,052

Portfolio turnover rate D

  74%

  83%

  43%

  46%

  68%

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, 2012

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. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Annual Report

Notes to Financial Statements - continued

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. Utilizing these techniques may result in transfers between Level 1 and Level 2.

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

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

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost 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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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.

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:

Gross unrealized appreciation

$ 11,923,750

Gross unrealized depreciation

(12,677,916)

Net unrealized appreciation (depreciation) on securities and other investments

$ (754,166)

 

 

Tax Cost

$ 140,452,914

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

Undistributed ordinary income

$ 4,576,774

Capital loss carryforward

$ (123,320,454)

Net unrealized appreciation (depreciation)

$ (763,129)

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

Fiscal year of expiration

 

2016

$ (17,089,067)

2017

(65,376,972)

2018

(3,571,319)

2019

(31,368,797)

Total with expiration

(117,406,155)

No expiration

 

Long-term

(5,914,299)

Total capital loss carryforward

$ (123,320,454)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 5,463,877

$ 5,152,516

Annual Report

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $107,516,996 and $136,721,066, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Value as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .67% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

5. 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%

$ 11,016

$ 291

Class T

.25%

.25%

12,196

22

Class B

.75%

.25%

8,001

6,009

Class C

.75%

.25%

21,252

5,108

 

 

 

$ 52,465

$ 11,430

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

 

Retained
by FDC

Class A

$ 1,851

Class T

589

Class B*

4,309

Class C*

943

 

$ 7,692

* 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

5. Fees and Other Transactions with Affiliates - continued

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

 

Amount

% of
Average
Net Assets

Class A

$ 13,342

.30

Class T

7,912

.32

Class B

2,419

.30

Class C

6,455

.30

International Value

324,523

.24

Institutional Class

811

.21

 

$ 355,462

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $129 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $405 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

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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $188,349, including $5 from 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.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class T

1.70%

$ 243

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 $46,635 for the period.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 143,989

$ 109,917

Class T

67,838

48,265

Class B

19,758

18,831

Class C

50,970

34,950

International Value

5,163,324

4,218,039

Institutional Class

17,998

11,933

Total

$ 5,463,877

$ 4,441,935

From net realized gain

 

 

Class A

$ -

$ 19,461

Class T

-

9,435

Class B

-

4,893

Class C

-

8,796

International Value

-

666,153

Institutional Class

-

1,843

Total

$ -

$ 710,581

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

186,877

297,051

$ 1,294,428

$ 2,472,449

Reinvestment of distributions

19,578

14,168

128,823

113,424

Shares redeemed

(263,913)

(217,894)

(1,814,670)

(1,776,674)

Net increase (decrease)

(57,458)

93,325

$ (391,419)

$ 809,199

Class T

 

 

 

 

Shares sold

87,833

184,684

$ 599,355

$ 1,564,957

Reinvestment of distributions

10,069

7,104

66,355

56,884

Shares redeemed

(85,446)

(116,856)

(585,214)

(949,653)

Net increase (decrease)

12,456

74,932

$ 80,496

$ 672,188

Class B

 

 

 

 

Shares sold

2,850

10,615

$ 19,157

$ 84,177

Reinvestment of distributions

2,474

2,474

16,400

19,918

Shares redeemed

(40,532)

(32,689)

(279,913)

(270,345)

Net increase (decrease)

(35,208)

(19,600)

$ (244,356)

$ (166,250)

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class C

 

 

 

 

Shares sold

72,761

94,118

$ 498,768

$ 764,274

Reinvestment of distributions

6,699

4,468

44,283

35,965

Shares redeemed

(75,717)

(56,323)

(522,498)

(453,389)

Net increase (decrease)

3,743

42,263

$ 20,553

$ 346,850

International Value

 

 

 

 

Shares sold

2,278,492

9,000,450

$ 15,694,819

$ 76,813,955

Reinvestment of distributions

762,294

587,427

5,008,269

4,695,920

Shares redeemed

(7,089,505)

(7,927,908)

(48,008,194)

(64,758,392)

Net increase (decrease)

(4,048,719)

1,659,969

$ (27,305,106)

$ 16,751,483

Institutional Class

 

 

 

 

Shares sold

18,483

19,868

$ 132,098

$ 168,608

Reinvestment of distributions

1,234

395

8,117

3,160

Shares redeemed

(36,776)

(16,071)

(254,320)

(130,995)

Net increase (decrease)

(17,059)

4,192

$ (114,105)

$ 40,773

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 21% and 16%, respectively, of the total outstanding shares of the Fund.

Mutual funds managed by FMR or its affiliates were owners of record, in the aggregate, of approximately 38% 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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Value Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the 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 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

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

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

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

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

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

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

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

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

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

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

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

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

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

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity International Value Fund voted to pay on December 10, 2012, to shareholders of record at the opening of business on December 7, 2012, a distribution of $0.042 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.223 per share from net investment income.

The fund designates 78% of the dividends distributed in December 2011 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 Value Fund

12/05/2011

$0.218

$0.0133

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

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

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

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, the cumulative total returns of Institutional Class (Class I) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. The returns of Institutional Class (Class I) and Class B show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom 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

Fidelity International Value Fund

fiv1177112

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- and five-year periods and the third quartile for the three-year period. 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 to improve the fund's disappointing performance relative to its peer group and benchmark. The Board noted that this fund had underperformed in the past and discussed with FMR its disappointment with the continued underperformance of the fund. The Board noted that there was a portfolio management change for the fund in September 2011. 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

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 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 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity International Value Fund

fiv1177114

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 2011. 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 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Northern Trust Company
Chicago, 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 graphic)
1-800-544-5555

(automated graphic)
Automated line for quickest service

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

FIV-UANN-1212
1.827481.106

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

International Discovery

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

Annual Report

October 31, 2012

(Fidelity Cover Art)

Class A, Class T, Class B, and Class C are classes of Fidelity® International Discovery Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to 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. © 2012 FMR LLC. All rights reserved.

Annual Report

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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, 2012

Past 1
year

Past 5
years

Past 10
years

  Class A (incl. 5.75% sales charge) A, E

2.45%

-7.07%

8.24%

  Class T (incl. 3.50% sales charge) B, E

4.62%

-6.90%

8.23%

  Class B (incl. contingent deferred sales charge) C, E

2.85%

-7.06%

8.25%

  Class C (incl. contingent deferred sales charge) D , E

6.86%

-6.69%

8.21%

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, 2002 and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Index 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.

aid464282

Annual Report


Management's Discussion of Fund Performance

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

Comments from 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 8.70%, 8.41%, 7.85% and 7.86%, outpacing the 4.76% gain of the MSCI® EAFE® Index. Security selection drove relative performance, with particularly strong contributions from my choices within Europe ex U.K., Japan and emerging markets. Stock picks in consumer staples and information technology also helped. Top individual contributors included Netherlands-based digital security leader Gemalto, whose strong gain was fueled by the worldwide growth of mobile and cloud computing. Shares of Hong Kong's Techtronic Industries, whose products include Ryobi power tools and Hoover vacuums, moved sharply higher, due to resilience in the U.S., where it sells a lot of its goods. An investment in drugstore retailer Cosmos Pharmaceutical in Japan also helped, buoyed by expansion into new markets. By contrast, security selection in the U.K. detracted. The biggest individual disappointments were online retailers in Japan: Start Today and Rakuten. Both stocks declined as business slowed and competition increased. Techtronic, Cosmos and Start Today were not in the index, and Start Today was not held 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

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

Class A

1.41%

 

 

 

Actual

 

$ 1,000.00

$ 1,033.30

$ 7.21

HypotheticalA

 

$ 1,000.00

$ 1,018.05

$ 7.15

Class T

1.67%

 

 

 

Actual

 

$ 1,000.00

$ 1,031.90

$ 8.53

HypotheticalA

 

$ 1,000.00

$ 1,016.74

$ 8.47

Class B

2.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,029.30

$ 11.02

HypotheticalA

 

$ 1,000.00

$ 1,014.28

$ 10.94

Class C

2.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,029.60

$ 11.02

HypotheticalA

 

$ 1,000.00

$ 1,014.28

$ 10.94

International Discovery

1.08%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.00

$ 5.52

HypotheticalA

 

$ 1,000.00

$ 1,019.71

$ 5.48

Class K

.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.70

$ 4.61

HypotheticalA

 

$ 1,000.00

$ 1,020.61

$ 4.57

Institutional Class

1.07%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.10

$ 5.47

HypotheticalA

 

$ 1,000.00

$ 1,019.76

$ 5.43

A 5% return per year before expenses

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

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

aid464284

United Kingdom 21.2%

 

aid464286

Japan 16.1%

 

aid464288

France 8.5%

 

aid464290

Germany 8.3%

 

aid464292

United States of America 7.0%

 

aid464294

Switzerland 5.3%

 

aid464296

Netherlands 3.2%

 

aid464298

Australia 3.0%

 

aid464300

Italy 2.7%

 

jmcw

Other 24.7%

 

aid464304

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

As of April 30, 2012

aid464284

United Kingdom 21.0%

 

aid464286

Japan 16.7%

 

aid464288

United States of America 6.7%

 

aid464290

France 6.2%

 

aid464292

Germany 5.4%

 

aid464294

Netherlands 4.7%

 

aid464296

Switzerland 4.5%

 

aid464298

Korea (South) 3.9%

 

aid464300

Australia 3.4%

 

jmcw

Other 27.5%

 

aid464316

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Investment Companies

96.7

97.5

Short-Term Investments and Net Other Assets (Liabilities)

3.3

2.5

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.6

2.7

ORIX Corp. (Japan, Diversified Financial Services)

1.6

1.5

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.6

1.3

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

1.6

1.4

BHP Billiton PLC (United Kingdom, Metals & Mining)

1.5

1.3

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

1.5

1.3

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.4

1.1

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

1.4

1.8

Diageo PLC (United Kingdom, Beverages)

1.4

1.2

BNP Paribas SA (France, Commercial Banks)

1.3

0.7

 

15.9

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

23.0

18.9

Consumer Discretionary

15.5

15.8

Industrials

13.5

12.6

Information Technology

10.4

12.7

Consumer Staples

9.7

11.2

Health Care

7.2

6.5

Materials

6.4

7.5

Energy

5.9

6.7

Telecommunication Services

4.2

4.9

Utilities

0.9

0.7

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 95.5%

Shares

Value (000s)

Australia - 3.0%

Australia & New Zealand Banking Group Ltd.

4,818,449

$ 127,296

Commonwealth Bank of Australia

1,009,530

60,519

Ramsay Health Care Ltd.

1,305,776

32,206

Spark Infrastructure Group unit

19,962,099

35,020

TOTAL AUSTRALIA

255,041

Bailiwick of Jersey - 1.9%

Experian PLC

5,023,200

86,736

Wolseley PLC

1,576,864

68,935

TOTAL BAILIWICK OF JERSEY

155,671

Belgium - 1.6%

Anheuser-Busch InBev SA NV

1,604,727

134,205

Bermuda - 0.5%

Cheung Kong Infrastructure Holdings Ltd.

6,458,000

37,831

Brazil - 1.2%

Arezzo Industria e Comercio SA

570,800

10,188

Qualicorp SA (a)

4,567,000

46,861

Souza Cruz SA

1,909,200

24,910

Totvs SA

1,077,500

21,910

TOTAL BRAZIL

103,869

British Virgin Islands - 0.3%

Gem Diamonds Ltd. (a)

716,328

1,951

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

676,800

22,571

TOTAL BRITISH VIRGIN ISLANDS

24,522

Canada - 0.5%

Goldcorp, Inc.

571,200

25,822

InterOil Corp. (a)(d)

204,400

13,180

TOTAL CANADA

39,002

Cayman Islands - 0.4%

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

439,400

15,203

Sands China Ltd.

4,911,200

18,472

TOTAL CAYMAN ISLANDS

33,675

Denmark - 1.9%

Novo Nordisk A/S Series B

819,389

131,361

William Demant Holding A/S (a)

337,100

28,993

TOTAL DENMARK

160,354

Common Stocks - continued

Shares

Value (000s)

France - 8.5%

Arkema SA

341,370

$ 31,123

Atos Origin SA

384,842

25,843

AXA SA

4,066,402

64,645

BNP Paribas SA

2,238,845

112,622

Bureau Veritas SA

535,700

56,888

Credit Agricole SA (a)

3,474,800

26,158

Iliad SA

339,150

52,245

Lafarge SA (Bearer)

458,700

26,861

LVMH Moet Hennessy - Louis Vuitton SA

428,223

69,602

PPR SA

398,700

70,101

Sanofi SA

953,011

83,701

Schneider Electric SA

1,208,000

75,524

Technip SA

192,300

21,660

TOTAL FRANCE

716,973

Germany - 7.1%

Aareal Bank AG (a)

1,044,895

22,414

Allianz AG

385,690

47,822

BASF AG

979,717

81,182

Bayerische Motoren Werke AG (BMW)

959,142

76,394

Brenntag AG

288,900

36,412

Fresenius Medical Care AG & Co. KGaA

384,000

26,981

Fresenius SE & Co. KGaA

161,700

18,444

GEA Group AG

992,880

31,002

Gerry Weber International AG (Bearer)

320,600

14,552

GSW Immobilien AG

497,845

20,484

HeidelbergCement Finance AG

504,300

26,728

MTU Aero Engines Holdings AG

286,300

24,039

SAP AG

1,172,710

85,518

Siemens AG

442,361

44,572

Wirecard AG

1,592,900

36,400

TOTAL GERMANY

592,944

Hong Kong - 1.9%

AIA Group Ltd.

15,454,400

61,219

HKT Trust / HKT Ltd. unit

23,518,000

21,818

Techtronic Industries Co. Ltd.

39,683,000

75,576

TOTAL HONG KONG

158,613

India - 1.0%

Apollo Hospitals Enterprise Ltd.

442,506

6,415

Common Stocks - continued

Shares

Value (000s)

India - continued

Housing Development Finance Corp. Ltd.

3,327,565

$ 47,147

Titan Industries Ltd.

6,456,377

31,115

TOTAL INDIA

84,677

Indonesia - 0.7%

PT Media Nusantara Citra Tbk

42,573,500

12,522

PT Sarana Menara Nusantara Tbk (a)

6,310,500

12,811

PT Tower Bersama Infrastructure Tbk (a)

55,223,500

28,747

TOTAL INDONESIA

54,080

Ireland - 1.8%

Accenture PLC Class A

854,400

57,595

James Hardie Industries NV CDI

6,070,470

58,162

Paddy Power PLC (Ireland)

503,500

37,160

TOTAL IRELAND

152,917

Israel - 0.4%

Check Point Software Technologies Ltd. (a)

743,300

33,099

Italy - 2.7%

ENI SpA

2,799,900

64,428

Fiat Industrial SpA

3,323,832

35,995

Prada SpA

4,029,100

32,856

Prysmian SpA

1,518,800

29,214

Saipem SpA

1,502,203

67,486

TOTAL ITALY

229,979

Japan - 16.1%

ABC-Mart, Inc.

1,177,300

51,617

Aeon Credit Service Co. Ltd.

2,050,800

43,518

Aozora Bank Ltd.

7,872,000

22,187

Calbee, Inc.

351,700

32,293

Chiyoda Corp.

2,780,000

44,853

Cosmos Pharmaceutical Corp.

419,800

41,386

Credit Saison Co. Ltd.

881,500

19,357

Daito Trust Construction Co. Ltd.

212,800

21,485

Don Quijote Co. Ltd.

1,818,400

71,638

Fanuc Corp.

290,400

46,236

Fast Retailing Co. Ltd.

210,800

46,950

Hitachi Ltd.

8,642,000

45,792

Honda Motor Co. Ltd.

1,472,400

44,265

Japan Tobacco, Inc.

2,815,200

77,794

JS Group Corp.

1,856,500

41,046

Common Stocks - continued

Shares

Value (000s)

Japan - continued

JSR Corp.

2,283,400

$ 39,129

Kakaku.com, Inc.

810,600

27,771

Keyence Corp.

304,060

80,671

Mitsubishi Estate Co. Ltd.

2,651,000

52,436

Mitsubishi UFJ Financial Group, Inc.

15,161,400

68,590

Nintendo Co. Ltd.

201,200

25,909

ORIX Corp.

1,321,050

135,696

Park24 Co. Ltd.

1,342,800

23,078

Rakuten, Inc.

7,986,500

71,831

Seven Bank Ltd.

12,837,900

36,666

Ship Healthcare Holdings, Inc.

534,800

17,840

So-net M3, Inc.

5,725

11,001

Softbank Corp.

775,300

24,542

Suzuki Motor Corp.

1,383,700

31,338

Unicharm Corp.

622,700

33,697

USS Co. Ltd.

196,050

20,605

TOTAL JAPAN

1,351,217

Korea (South) - 2.5%

Hyundai Motor Co.

273,935

56,404

Kia Motors Corp.

285,255

15,854

LG Household & Health Care Ltd.

56,182

33,029

NHN Corp.

64,289

14,888

Orion Corp.

14,973

14,062

Samsung Electronics Co. Ltd.

64,872

77,943

TOTAL KOREA (SOUTH)

212,180

Luxembourg - 0.6%

Brait SA

6,003,514

23,611

Samsonite International SA

12,773,700

26,536

TOTAL LUXEMBOURG

50,147

Netherlands - 3.2%

AEGON NV

5,028,800

28,124

ASML Holding NV

1,002,900

55,129

Gemalto NV

609,781

55,025

ING Groep NV (Certificaten Van Aandelen) (a)

5,244,400

46,665

LyondellBasell Industries NV Class A

474,800

25,350

Randstad Holding NV

687,872

22,455

Yandex NV (a)

1,582,600

36,843

TOTAL NETHERLANDS

269,591

Common Stocks - continued

Shares

Value (000s)

Norway - 1.1%

DnB NOR ASA

5,448,955

$ 68,049

Gjensidige Forsikring ASA

1,761,200

25,732

TOTAL NORWAY

93,781

Poland - 0.5%

Eurocash SA

3,593,990

43,891

Qatar - 0.2%

Commercial Bank of Qatar GDR (Reg. S)

5,094,802

20,122

Russia - 0.6%

Mobile TeleSystems OJSC sponsored ADR

2,888,700

49,512

South Africa - 0.4%

Shoprite Holdings Ltd.

1,552,300

31,921

Spain - 2.2%

Amadeus IT Holding SA Class A

1,011,100

25,031

Banco Bilbao Vizcaya Argentaria SA

6,088,557

50,876

Grifols SA ADR

1,151,000

28,959

Inditex SA

651,829

83,169

TOTAL SPAIN

188,035

Sweden - 2.4%

Atlas Copco AB (A Shares)

2,847,300

70,014

Intrum Justitia AB

1,835,800

26,570

Svenska Handelsbanken AB (A Shares)

1,879,500

64,379

Swedish Match Co. AB

1,250,800

42,618

TOTAL SWEDEN

203,581

Switzerland - 5.3%

Adecco SA (Reg.)

574,043

27,762

Partners Group Holding AG

230,056

48,689

Roche Holding AG (participation certificate)

394,417

75,851

Schindler Holding AG (participation certificate)

554,147

73,010

SGS SA (Reg.)

12,520

26,511

Swatch Group AG (Bearer)

36,702

15,188

Syngenta AG (Switzerland)

81,540

31,792

UBS AG

4,126,610

61,914

Zurich Financial Services AG

346,539

85,398

TOTAL SWITZERLAND

446,115

Turkey - 0.1%

Boyner Buyuk Magazacilik A/S (a)(e)

4,683,100

10,764

United Kingdom - 21.2%

Aberdeen Asset Management PLC

5,975,132

31,289

Common Stocks - continued

Shares

Value (000s)

United Kingdom - continued

Aggreko PLC

1,385,300

$ 48,064

Anglo American PLC (United Kingdom)

774,600

23,788

Ashmore Group PLC

3,169,400

18,602

Barclays PLC

12,279,312

45,406

Bellway PLC

972,300

15,863

BG Group PLC

4,571,872

84,661

BHP Billiton PLC

3,972,023

127,308

British American Tobacco PLC (United Kingdom)

2,438,600

120,954

British Land Co. PLC

5,756,734

49,097

Diageo PLC

4,065,857

116,237

Domino's Pizza UK & IRL PLC

2,378,100

19,399

GlaxoSmithKline PLC

2,658,600

59,572

Hikma Pharmaceuticals PLC

1,964,745

23,447

HSBC Holdings PLC (United Kingdom)

10,856,757

107,040

Intertek Group PLC

748,200

34,037

Jazztel PLC (a)

5,843,900

38,706

Legal & General Group PLC

36,980,100

79,967

Lloyds Banking Group PLC (a)

46,760,800

30,792

London Stock Exchange Group PLC

1,497,400

23,572

Meggitt PLC

6,792,200

42,309

Next PLC

514,144

29,587

Ocado Group PLC (a)(d)

14,388,400

14,976

Persimmon PLC

2,345,100

30,086

Rolls-Royce Group PLC

4,197,715

57,884

Rolls-Royce Group PLC Class C

319,026,340

515

Rotork PLC

717,800

26,387

Royal Dutch Shell PLC Class B (United Kingdom)

6,206,463

219,543

SABMiller PLC

1,096,800

46,984

Standard Chartered PLC (United Kingdom)

1,697,617

40,093

Taylor Wimpey PLC

21,518,200

21,217

The Weir Group PLC

747,600

21,016

Ultra Electronics Holdings PLC

614,667

16,793

Vodafone Group PLC

45,146,543

122,602

TOTAL UNITED KINGDOM

1,787,793

United States of America - 3.7%

Beam, Inc.

387,400

21,524

Citrix Systems, Inc. (a)

303,600

18,766

Cognizant Technology Solutions Corp. Class A (a)

405,700

27,040

Dollar General Corp. (a)

378,800

18,417

GNC Holdings, Inc.

770,900

29,811

MasterCard, Inc. Class A

160,100

73,795

Common Stocks - continued

Shares

Value (000s)

United States of America - continued

Michael Kors Holdings Ltd.

542,300

$ 29,658

Royal Gold, Inc.

394,800

34,774

Total System Services, Inc.

1,094,700

24,620

Watson Pharmaceuticals, Inc. (a)

308,100

26,481

Workday, Inc.

102,600

4,976

TOTAL UNITED STATES OF AMERICA

309,862

TOTAL COMMON STOCKS

(Cost $7,245,196)


8,035,964

Nonconvertible Preferred Stocks - 1.2%

 

 

 

 

Germany - 1.2%

Volkswagen AG
(Cost $69,724)

478,400


98,964

Investment Companies - 0.0%

 

 

 

 

Cyprus - 0.0%

Aisi Realty Public Ltd. (a)
(Cost $7,371)

529,830


628

Money Market Funds - 3.2%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

250,136,921

250,137

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

24,238,785

24,239

TOTAL MONEY MARKET FUNDS

(Cost $274,376)


274,376

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $7,596,667)

8,409,932

NET OTHER ASSETS (LIABILITIES) - 0.1%

6,607

NET ASSETS - 100%

$ 8,416,539

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.

(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

$ 136

Fidelity Securities Lending Cash Central Fund

4,230

Total

$ 4,366

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.

$ 240

$ 469

$ -

$ -

$ -

Boyner Buyuk Magazacilik A/S

10,096

-

1,569

-

10,764

China Kanghui Holdings sponsored ADR

27,375

-

53,149

-

-

Total

$ 37,711

$ 469

$ 54,718

$ -

$ 10,764

Other Information

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

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

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 1,302,675

$ 1,258,410

$ 44,265

$ -

Consumer Staples

815,505

444,109

371,396

-

Energy

486,161

202,190

283,971

-

Financials

1,939,678

1,500,271

439,407

-

Health Care

618,113

316,498

301,615

-

Industrials

1,137,857

1,093,285

44,572

-

Information Technology

877,135

791,617

85,518

-

Materials

533,970

374,870

159,100

-

Telecommunication Services

350,983

228,381

122,602

-

Utilities

72,851

72,851

-

-

Investment Companies

628

628

-

-

Money Market Funds

274,376

274,376

-

-

Total Investments in Securities:

$ 8,409,932

$ 6,557,486

$ 1,852,446

$ -

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

Transfers

Total (000s)

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 1,546,324

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, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $22,961) - See accompanying schedule:

Unaffiliated issuers (cost $7,310,529)

$ 8,124,792

 

Fidelity Central Funds (cost $274,376)

274,376

 

Other affiliated issuers (cost $11,762)

10,764

 

Total Investments (cost $7,596,667)

 

$ 8,409,932

Receivable for investments sold

58,219

Receivable for fund shares sold

9,069

Dividends receivable

15,860

Distributions receivable from Fidelity Central Funds

76

Other receivables

4,417

Total assets

8,497,573

 

 

 

Liabilities

Payable for investments purchased

$ 8,942

Payable for fund shares redeemed

39,507

Accrued management fee

6,216

Distribution and service plan fees payable

113

Other affiliated payables

1,450

Other payables and accrued expenses

567

Collateral on securities loaned, at value

24,239

Total liabilities

81,034

 

 

 

Net Assets

$ 8,416,539

Net Assets consist of:

 

Paid in capital

$ 9,152,089

Undistributed net investment income

126,507

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

(1,674,222)

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

812,165

Net Assets

$ 8,416,539

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, 2012

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share ($298,501 ÷ 9,429.0 shares)

$ 31.66

 

 

 

Maximum offering price per share (100/94.25 of $31.66)

$ 33.59

Class T:
Net Asset Value
and redemption price per share ($45,884 ÷ 1,460.2 shares)

$ 31.42

 

 

 

Maximum offering price per share (100/96.50 of $31.42)

$ 32.56

Class B:
Net Asset Value
and offering price per share ($7,536 ÷ 240.9 shares)A

$ 31.28

 

 

 

Class C:
Net Asset Value
and offering price per share ($29,746 ÷ 949.8 shares)A

$ 31.32

 

 

 

International Discovery:
Net Asset Value
, offering price and redemption price per share ($5,964,762 ÷ 186,908.1 shares)

$ 31.91

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($1,775,900 ÷ 55,719.4 shares)

$ 31.87

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($294,210 ÷ 9,232.8 shares)

$ 31.87

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, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 229,743

Interest

 

19

Income from Fidelity Central Funds

 

4,366

Income before foreign taxes withheld

 

234,128

Less foreign taxes withheld

 

(11,538)

Total income

 

222,590

 

 

 

Expenses

Management fee
Basic fee

$ 58,065

Performance adjustment

2,707

Transfer agent fees

16,195

Distribution and service plan fees

1,384

Accounting and security lending fees

1,720

Custodian fees and expenses

1,316

Independent trustees' compensation

54

Registration fees

181

Audit

114

Legal

42

Interest

5

Miscellaneous

95

Total expenses before reductions

81,878

Expense reductions

(2,500)

79,378

Net investment income (loss)

143,212

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(217,363)

Other affiliated issuers

11,560

 

Foreign currency transactions

(1,776)

Total net realized gain (loss)

 

(207,579)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $1,062)

763,571

Assets and liabilities in foreign currencies

(1,430)

Total change in net unrealized appreciation (depreciation)

 

762,141

Net gain (loss)

554,562

Net increase (decrease) in net assets resulting from operations

$ 697,774

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,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 143,212

$ 161,608

Net realized gain (loss)

(207,579)

501,938

Change in net unrealized appreciation (depreciation)

762,141

(1,247,522)

Net increase (decrease) in net assets resulting
from operations

697,774

(583,976)

Distributions to shareholders from net investment income

(118,968)

(149,936)

Distributions to shareholders from net realized gain

-

(48,090)

Total distributions

(118,968)

(198,026)

Share transactions - net increase (decrease)

(915,362)

(537,341)

Redemption fees

128

160

Total increase (decrease) in net assets

(336,428)

(1,319,183)

 

 

 

Net Assets

Beginning of period

8,752,967

10,072,150

End of period (including undistributed net investment income of $126,507 and undistributed net investment income of $102,433, respectively)

$ 8,416,539

$ 8,752,967

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.43

$ 32.07

$ 28.57

$ 23.68

$ 47.34

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .41

  .42

  .31

  .31

  .46

Net realized and unrealized gain (loss)

  2.11

  (2.52)

  3.51

  4.84

  (22.08)

Total from investment operations

  2.52

  (2.10)

  3.82

  5.15

  (21.62)

Distributions from net investment income

  (.29)

  (.38)

  (.28)

  (.26)

  (.37)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.29)

  (.54)

  (.32)

  (.26)

  (2.04)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.66

$ 29.43

$ 32.07

$ 28.57

$ 23.68

Total Return A, B

  8.70%

  (6.71)%

  13.43%

  22.14%

  (47.65)%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.34%

  1.30%

  1.33%

  1.37%

  1.32%

Expenses net of fee waivers, if any

  1.34%

  1.29%

  1.33%

  1.37%

  1.32%

Expenses net of all reductions

  1.31%

  1.25%

  1.28%

  1.32%

  1.29%

Net investment income (loss)

  1.41%

  1.31%

  1.06%

  1.28%

  1.27%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 299

$ 320

$ 392

$ 414

$ 380

Portfolio turnover rate E

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.18

$ 31.81

$ 28.35

$ 23.49

$ 47.06

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .34

  .34

  .23

  .24

  .33

Net realized and unrealized gain (loss)

  2.09

  (2.51)

  3.48

  4.81

  (21.94)

Total from investment operations

  2.43

  (2.17)

  3.71

  5.05

  (21.61)

Distributions from net investment income

  (.19)

  (.30)

  (.21)

  (.19)

  (.29)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.19)

  (.46)

  (.25)

  (.19)

  (1.96)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.42

$ 29.18

$ 31.81

$ 28.35

$ 23.49

Total Return A, B

  8.41%

  (6.96)%

  13.14%

  21.79%

  (47.84)%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.59%

  1.56%

  1.60%

  1.65%

  1.68%

Expenses net of fee waivers, if any

  1.59%

  1.55%

  1.60%

  1.65%

  1.68%

Expenses net of all reductions

  1.56%

  1.51%

  1.56%

  1.60%

  1.64%

Net investment income (loss)

  1.16%

  1.05%

  .79%

  1.00%

  .91%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 46

$ 61

$ 92

$ 83

$ 64

Portfolio turnover rate E

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.02

$ 31.60

$ 28.18

$ 23.25

$ 46.70

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .19

  .17

  .08

  .12

  .15

Net realized and unrealized gain (loss)

  2.09

  (2.48)

  3.44

  4.81

  (21.77)

Total from investment operations

  2.28

  (2.31)

  3.52

  4.93

  (21.62)

Distributions from net investment income

  (.02)

  (.12)

  (.06)

  -

  (.16)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.02)

  (.27) H

  (.10)

  -

  (1.83)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.28

$ 29.02

$ 31.60

$ 28.18

$ 23.25

Total Return A, B

  7.85%

  (7.39)%

  12.52%

  21.20%

  (48.11)%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.09%

  2.06%

  2.12%

  2.16%

  2.19%

Expenses net of fee waivers, if any

  2.09%

  2.06%

  2.12%

  2.16%

  2.19%

Expenses net of all reductions

  2.06%

  2.02%

  2.08%

  2.11%

  2.15%

Net investment income (loss)

  .66%

  .54%

  .27%

  .49%

  .40%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 8

$ 10

$ 14

$ 16

$ 15

Portfolio turnover rate E

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.08

$ 31.68

$ 28.23

$ 23.31

$ 46.82

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .19

  .18

  .09

  .12

  .15

Net realized and unrealized gain (loss)

  2.09

  (2.49)

  3.45

  4.82

  (21.82)

Total from investment operations

  2.28

  (2.31)

  3.54

  4.94

  (21.67)

Distributions from net investment income

  (.04)

  (.14)

  (.05)

  (.02)

  (.17)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.04)

  (.29) H

  (.09)

  (.02)

  (1.84)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.32

$ 29.08

$ 31.68

$ 28.23

$ 23.31

Total Return A, B

  7.86%

  (7.37)%

  12.54%

  21.22%

  (48.10)%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.09%

  2.05%

  2.09%

  2.14%

  2.17%

Expenses net of fee waivers, if any

  2.09%

  2.04%

  2.09%

  2.14%

  2.17%

Expenses net of all reductions

  2.06%

  2.00%

  2.05%

  2.09%

  2.13%

Net investment income (loss)

  .66%

  .56%

  .30%

  .51%

  .42%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 30

$ 33

$ 44

$ 43

$ 36

Portfolio turnover rate E

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.69

$ 32.34

$ 28.79

$ 23.88

$ 47.68

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .51

  .53

  .40

  .37

  .57

Net realized and unrealized gain (loss)

  2.12

  (2.54)

  3.54

  4.88

  (22.29)

Total from investment operations

  2.63

  (2.01)

  3.94

  5.25

  (21.72)

Distributions from net investment income

  (.41)

  (.48)

  (.35)

  (.34)

  (.41)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.41)

  (.64)

  (.39)

  (.34)

  (2.08)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.91

$ 29.69

$ 32.34

$ 28.79

$ 23.88

Total Return A

  9.03%

  (6.39)%

  13.76%

  22.47%

  (47.55)%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.01%

  .97%

  1.05%

  1.12%

  1.09%

Expenses net of fee waivers, if any

  1.01%

  .96%

  1.05%

  1.12%

  1.09%

Expenses net of all reductions

  .98%

  .92%

  1.00%

  1.07%

  1.05%

Net investment income (loss)

  1.73%

  1.64%

  1.35%

  1.53%

  1.51%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 5,965

$ 6,806

$ 8,133

$ 8,114

$ 6,999

Portfolio turnover rate D

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.66

$ 32.32

$ 28.78

$ 23.90

$ 40.32

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .57

  .58

  .46

  .44

  .10

Net realized and unrealized gain (loss)

  2.11

  (2.54)

  3.53

  4.86

  (16.52)

Total from investment operations

  2.68

  (1.96)

  3.99

  5.30

  (16.42)

Distributions from net investment income

  (.47)

  (.55)

  (.41)

  (.42)

  -

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  -

Total distributions

  (.47)

  (.70) J

  (.45)

  (.42)

  -

Redemption fees added to paid in capital D, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.87

$ 29.66

$ 32.32

$ 28.78

$ 23.90

Total Return B, C

  9.24%

  (6.24)%

  13.96%

  22.80%

  (40.72)%

Ratios to Average Net Assets E, H

 

 

 

 

 

Expenses before reductions

  .83%

  .80%

  .84%

  .88%

  .93% A

Expenses net of fee waivers, if any

  .83%

  .79%

  .84%

  .88%

  .93% A

Expenses net of all reductions

  .80%

  .75%

  .79%

  .83%

  .89% A

Net investment income (loss)

  1.91%

  1.81%

  1.55%

  1.77%

  .83% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 1,776

$ 1,245

$ 1,078

$ 674

$ 145

Portfolio turnover rate F

  68%

  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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.65

$ 32.31

$ 28.77

$ 23.91

$ 47.73

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .52

  .54

  .41

  .39

  .53

Net realized and unrealized gain (loss)

  2.11

  (2.55)

  3.55

  4.86

  (22.24)

Total from investment operations

  2.63

  (2.01)

  3.96

  5.25

  (21.71)

Distributions from net investment income

  (.41)

  (.50)

  (.38)

  (.39)

  (.44)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.41)

  (.65) G

  (.42)

  (.39)

  (2.11)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.87

$ 29.65

$ 32.31

$ 28.77

$ 23.91

Total Return A

  9.07%

  (6.39)%

  13.84%

  22.52%

  (47.51)%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.00%

  .95%

  .99%

  1.05%

  1.05%

Expenses net of fee waivers, if any

  1.00%

  .94%

  .99%

  1.05%

  1.05%

Expenses net of all reductions

  .97%

  .90%

  .95%

  1.00%

  1.01%

Net investment income (loss)

  1.75%

  1.66%

  1.40%

  1.60%

  1.54%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 294

$ 278

$ 319

$ 267

$ 159

Portfolio turnover rate D

  68%

  75%

  82%

  98%

  79%

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, 2012

(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. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

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

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost 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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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 under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Book-tax differences are primarily due to 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

$ 1,161,331

Gross unrealized depreciation

(475,922)

Net unrealized appreciation (depreciation) on securities and other investments

$ 685,409

 

 

Tax Cost

$ 7,724,523

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

Undistributed ordinary income

$ 134,442

Capital loss carryforward

$ (1,554,149)

Net unrealized appreciation (depreciation)

$ 684,309

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

Fiscal year of expiration

 

2017

$ (1,350,018)

No expiration

 

Short-term

$ (204,131)

Total capital loss carryforward

$ (1,554,149)

The tax character of distributions paid was as follows:

 

October 31, 2012

 

October 31, 2011

Ordinary Income

$ 118,968

 

$ 198,026

Annual Report

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $5,561,781 and $6,703,146, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Discovery as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .74% 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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 733

$ 11

Class T

.25%

.25%

262

1

Class B

.75%

.25%

86

64

Class C

.75%

.25%

303

21

 

 

 

$ 1,384

$ 97

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 45

Class T

6

Class B*

18

Class C*

1

 

$ 70

* 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

5. Fees and Other Transactions with Affiliates - continued

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

Class A

$ 891

.30

Class T

159

.30

Class B

26

.30

Class C

91

.30

International Discovery

13,666

.23

Class K

764

.05

Institutional Class

598

.21

 

$ 16,195

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $13 for the period.

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

Borrower or Lender

Average Loan
Balance

Weighted Average Interest Rate

Interest Expense

Borrower

$ 17,873

.34%

$ 5

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $23 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $4,230, including $18 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $2,500 for the period.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 3,123

$ 4,617

Class T

388

859

Class B

6

51

Class C

44

184

International Discovery

90,633

121,061

Class K

20,917

18,291

Institutional Class

3,857

4,873

Total

$ 118,968

$ 149,936

From net realized gain

 

 

Class A

$ -

$ 1,880

Class T

-

439

Class B

-

69

Class C

-

209

International Discovery

-

38,831

Class K

-

5,143

Institutional Class

-

1,519

Total

$ -

$ 48,090

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

1,927

2,821

$ 56,732

$ 91,649

Reinvestment of distributions

101

173

2,828

5,606

Shares redeemed

(3,468)

(4,335)

(100,935)

(139,721)

Net increase (decrease)

(1,440)

(1,341)

$ (41,375)

$ (42,466)

Class T

 

 

 

 

Shares sold

220

443

$ 6,409

$ 14,328

Reinvestment of distributions

13

38

369

1,235

Shares redeemed

(860)

(1,286)

(25,207)

(41,028)

Net increase (decrease)

(627)

(805)

$ (18,429)

$ (25,465)

Class B

 

 

 

 

Shares sold

3

21

$ 87

$ 671

Reinvestment of distributions

-

3

5

111

Shares redeemed

(113)

(130)

(3,297)

(4,124)

Net increase (decrease)

(110)

(106)

$ (3,205)

$ (3,342)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class C

 

 

 

 

Shares sold

212

183

$ 6,111

$ 5,847

Reinvestment of distributions

1

11

39

344

Shares redeemed

(395)

(437)

(11,440)

(13,875)

Net increase (decrease)

(182)

(243)

$ (5,290)

$ (7,684)

International Discovery

 

 

 

 

Shares sold

20,324

32,543

$ 608,478

$ 1,052,266

Reinvestment of distributions

3,081

4,718

86,858

153,551

Shares redeemed

(65,748)

(59,489)

(1,937,202)

(1,934,353)

Net increase (decrease)

(42,343)

(22,228)

$ (1,241,866)

$ (728,536)

Class K

 

 

 

 

Shares sold

26,836

18,148

$ 788,860

$ 593,408

Reinvestment of distributions

744

722

20,917

23,434

Shares redeemed

(13,817)

(10,275)

(410,022)

(330,258)

Net increase (decrease)

13,763

8,595

$ 399,755

$ 286,584

Institutional Class

 

 

 

 

Shares sold

2,049

2,364

$ 59,460

$ 75,348

Reinvestment of distributions

53

69

1,502

2,254

Shares redeemed

(2,256)

(2,923)

(65,914)

(94,034)

Net increase (decrease)

(154)

(490)

$ (4,952)

$ (16,432)

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, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 1-800-208-0098.

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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

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

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

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

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

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

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

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

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

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

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

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

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

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

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Advisor International Discovery 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

12/10/12

12/07/12

$0.446

$0.032

Class T

12/10/12

12/07/12

$0.340

$0.032

Class B

12/10/12

12/07/12

$0.149

$0.032

Class C

12/10/12

12/07/12

$0.200

$0.032

Class A designates 1%; Class T designates 2%; Class B designates 7%; and Class C designates 5%; of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholder.

Class A, Class T, Class B , and Class C designates 100% of 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

12/05/11

$0.327

$0.0345

Class T

12/05/11

$0.225

$0.0345

Class B

12/05/11

$0.051

$0.0345

Class C

12/05/11

$0.074

$0.0345

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

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

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

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, 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 (top of box) and the 75th percentile return (bottom 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

aid464318

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 third quartile for the one- and three-year periods and the second quartile for the five-year period. The Board also noted that the investment performance of the fund was lower than its benchmark for the one- and three-year periods, although the five-year cumulative total return of Institutional Class (Class I) compared favorably to its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions to improve the fund's disappointing performance relative to its peer group and benchmark. 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 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked 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

aid464320

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 2011. 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, the retail class, and Class K ranked below its competitive median for 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

AID-UANN-1212
1.806656.107

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

International Discovery

Fund - Institutional Class

Annual Report

October 31, 2012

(Fidelity Cover Art)

Institutional Class is
a class of Fidelity®
International Discovery Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to 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. © 2012 FMR LLC. All rights reserved.

Annual Report

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

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


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2012

Past 1
year

Past 5
years

Past 10
years

  Institutional Class A, B

9.07%

-5.65%

9.17%

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, 2002. 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. The initial offering of Institutional Class took place on January 6, 2005. See above for additional information regarding the performance of Institutional Class.

idi553214

Annual Report


Management's Discussion of Fund Performance

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

Comments from William Kennedy, Portfolio Manager of Fidelity Advisor® International Discovery Fund: For the year, the fund's Institutional Class shares returned 9.07%, outpacing the 4.76% gain of the MSCI® EAFE® Index. Security selection drove relative performance, with particularly strong contributions from my choices within Europe ex U.K., Japan and emerging markets. Stock picks in consumer staples and information technology also helped. Top individual contributors included Netherlands-based digital security leader Gemalto, whose strong gain was fueled by the worldwide growth of mobile and cloud computing. Shares of Hong Kong's Techtronic Industries, whose products include Ryobi power tools and Hoover vacuums, moved sharply higher, due to resilience in the U.S., where it sells a lot of its goods. An investment in drugstore retailer Cosmos Pharmaceutical in Japan also helped, buoyed by expansion into new markets. By contrast, security selection in the U.K. detracted. The biggest individual disappointments were online retailers in Japan: Start Today and Rakuten. Both stocks declined as business slowed and competition increased. Techtronic, Cosmos and Start Today were not in the index, and Start Today was not held 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

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

Class A

1.41%

 

 

 

Actual

 

$ 1,000.00

$ 1,033.30

$ 7.21

HypotheticalA

 

$ 1,000.00

$ 1,018.05

$ 7.15

Class T

1.67%

 

 

 

Actual

 

$ 1,000.00

$ 1,031.90

$ 8.53

HypotheticalA

 

$ 1,000.00

$ 1,016.74

$ 8.47

Class B

2.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,029.30

$ 11.02

HypotheticalA

 

$ 1,000.00

$ 1,014.28

$ 10.94

Class C

2.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,029.60

$ 11.02

HypotheticalA

 

$ 1,000.00

$ 1,014.28

$ 10.94

International Discovery

1.08%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.00

$ 5.52

HypotheticalA

 

$ 1,000.00

$ 1,019.71

$ 5.48

Class K

.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.70

$ 4.61

HypotheticalA

 

$ 1,000.00

$ 1,020.61

$ 4.57

Institutional Class

1.07%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.10

$ 5.47

HypotheticalA

 

$ 1,000.00

$ 1,019.76

$ 5.43

A 5% return per year before expenses

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

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

idi553216

United Kingdom 21.2%

 

idi553218

Japan 16.1%

 

idi553220

France 8.5%

 

idi553222

Germany 8.3%

 

idi553224

United States of America 7.0%

 

idi553226

Switzerland 5.3%

 

idi553228

Netherlands 3.2%

 

idi553230

Australia 3.0%

 

idi553232

Italy 2.7%

 

jmcw

Other 24.7%

 

idi553236

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

As of April 30, 2012

idi553216

United Kingdom 21.0%

 

idi553218

Japan 16.7%

 

idi553220

United States of America 6.7%

 

idi553222

France 6.2%

 

idi553224

Germany 5.4%

 

idi553226

Netherlands 4.7%

 

idi553228

Switzerland 4.5%

 

idi553230

Korea (South) 3.9%

 

idi553232

Australia 3.4%

 

jmcw

Other 27.5%

 

idi553248

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Investment Companies

96.7

97.5

Short-Term Investments and Net Other Assets (Liabilities)

3.3

2.5

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.6

2.7

ORIX Corp. (Japan, Diversified Financial Services)

1.6

1.5

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.6

1.3

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

1.6

1.4

BHP Billiton PLC (United Kingdom, Metals & Mining)

1.5

1.3

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

1.5

1.3

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.4

1.1

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

1.4

1.8

Diageo PLC (United Kingdom, Beverages)

1.4

1.2

BNP Paribas SA (France, Commercial Banks)

1.3

0.7

 

15.9

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

23.0

18.9

Consumer Discretionary

15.5

15.8

Industrials

13.5

12.6

Information Technology

10.4

12.7

Consumer Staples

9.7

11.2

Health Care

7.2

6.5

Materials

6.4

7.5

Energy

5.9

6.7

Telecommunication Services

4.2

4.9

Utilities

0.9

0.7

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 95.5%

Shares

Value (000s)

Australia - 3.0%

Australia & New Zealand Banking Group Ltd.

4,818,449

$ 127,296

Commonwealth Bank of Australia

1,009,530

60,519

Ramsay Health Care Ltd.

1,305,776

32,206

Spark Infrastructure Group unit

19,962,099

35,020

TOTAL AUSTRALIA

255,041

Bailiwick of Jersey - 1.9%

Experian PLC

5,023,200

86,736

Wolseley PLC

1,576,864

68,935

TOTAL BAILIWICK OF JERSEY

155,671

Belgium - 1.6%

Anheuser-Busch InBev SA NV

1,604,727

134,205

Bermuda - 0.5%

Cheung Kong Infrastructure Holdings Ltd.

6,458,000

37,831

Brazil - 1.2%

Arezzo Industria e Comercio SA

570,800

10,188

Qualicorp SA (a)

4,567,000

46,861

Souza Cruz SA

1,909,200

24,910

Totvs SA

1,077,500

21,910

TOTAL BRAZIL

103,869

British Virgin Islands - 0.3%

Gem Diamonds Ltd. (a)

716,328

1,951

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

676,800

22,571

TOTAL BRITISH VIRGIN ISLANDS

24,522

Canada - 0.5%

Goldcorp, Inc.

571,200

25,822

InterOil Corp. (a)(d)

204,400

13,180

TOTAL CANADA

39,002

Cayman Islands - 0.4%

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

439,400

15,203

Sands China Ltd.

4,911,200

18,472

TOTAL CAYMAN ISLANDS

33,675

Denmark - 1.9%

Novo Nordisk A/S Series B

819,389

131,361

William Demant Holding A/S (a)

337,100

28,993

TOTAL DENMARK

160,354

Common Stocks - continued

Shares

Value (000s)

France - 8.5%

Arkema SA

341,370

$ 31,123

Atos Origin SA

384,842

25,843

AXA SA

4,066,402

64,645

BNP Paribas SA

2,238,845

112,622

Bureau Veritas SA

535,700

56,888

Credit Agricole SA (a)

3,474,800

26,158

Iliad SA

339,150

52,245

Lafarge SA (Bearer)

458,700

26,861

LVMH Moet Hennessy - Louis Vuitton SA

428,223

69,602

PPR SA

398,700

70,101

Sanofi SA

953,011

83,701

Schneider Electric SA

1,208,000

75,524

Technip SA

192,300

21,660

TOTAL FRANCE

716,973

Germany - 7.1%

Aareal Bank AG (a)

1,044,895

22,414

Allianz AG

385,690

47,822

BASF AG

979,717

81,182

Bayerische Motoren Werke AG (BMW)

959,142

76,394

Brenntag AG

288,900

36,412

Fresenius Medical Care AG & Co. KGaA

384,000

26,981

Fresenius SE & Co. KGaA

161,700

18,444

GEA Group AG

992,880

31,002

Gerry Weber International AG (Bearer)

320,600

14,552

GSW Immobilien AG

497,845

20,484

HeidelbergCement Finance AG

504,300

26,728

MTU Aero Engines Holdings AG

286,300

24,039

SAP AG

1,172,710

85,518

Siemens AG

442,361

44,572

Wirecard AG

1,592,900

36,400

TOTAL GERMANY

592,944

Hong Kong - 1.9%

AIA Group Ltd.

15,454,400

61,219

HKT Trust / HKT Ltd. unit

23,518,000

21,818

Techtronic Industries Co. Ltd.

39,683,000

75,576

TOTAL HONG KONG

158,613

India - 1.0%

Apollo Hospitals Enterprise Ltd.

442,506

6,415

Common Stocks - continued

Shares

Value (000s)

India - continued

Housing Development Finance Corp. Ltd.

3,327,565

$ 47,147

Titan Industries Ltd.

6,456,377

31,115

TOTAL INDIA

84,677

Indonesia - 0.7%

PT Media Nusantara Citra Tbk

42,573,500

12,522

PT Sarana Menara Nusantara Tbk (a)

6,310,500

12,811

PT Tower Bersama Infrastructure Tbk (a)

55,223,500

28,747

TOTAL INDONESIA

54,080

Ireland - 1.8%

Accenture PLC Class A

854,400

57,595

James Hardie Industries NV CDI

6,070,470

58,162

Paddy Power PLC (Ireland)

503,500

37,160

TOTAL IRELAND

152,917

Israel - 0.4%

Check Point Software Technologies Ltd. (a)

743,300

33,099

Italy - 2.7%

ENI SpA

2,799,900

64,428

Fiat Industrial SpA

3,323,832

35,995

Prada SpA

4,029,100

32,856

Prysmian SpA

1,518,800

29,214

Saipem SpA

1,502,203

67,486

TOTAL ITALY

229,979

Japan - 16.1%

ABC-Mart, Inc.

1,177,300

51,617

Aeon Credit Service Co. Ltd.

2,050,800

43,518

Aozora Bank Ltd.

7,872,000

22,187

Calbee, Inc.

351,700

32,293

Chiyoda Corp.

2,780,000

44,853

Cosmos Pharmaceutical Corp.

419,800

41,386

Credit Saison Co. Ltd.

881,500

19,357

Daito Trust Construction Co. Ltd.

212,800

21,485

Don Quijote Co. Ltd.

1,818,400

71,638

Fanuc Corp.

290,400

46,236

Fast Retailing Co. Ltd.

210,800

46,950

Hitachi Ltd.

8,642,000

45,792

Honda Motor Co. Ltd.

1,472,400

44,265

Japan Tobacco, Inc.

2,815,200

77,794

JS Group Corp.

1,856,500

41,046

Common Stocks - continued

Shares

Value (000s)

Japan - continued

JSR Corp.

2,283,400

$ 39,129

Kakaku.com, Inc.

810,600

27,771

Keyence Corp.

304,060

80,671

Mitsubishi Estate Co. Ltd.

2,651,000

52,436

Mitsubishi UFJ Financial Group, Inc.

15,161,400

68,590

Nintendo Co. Ltd.

201,200

25,909

ORIX Corp.

1,321,050

135,696

Park24 Co. Ltd.

1,342,800

23,078

Rakuten, Inc.

7,986,500

71,831

Seven Bank Ltd.

12,837,900

36,666

Ship Healthcare Holdings, Inc.

534,800

17,840

So-net M3, Inc.

5,725

11,001

Softbank Corp.

775,300

24,542

Suzuki Motor Corp.

1,383,700

31,338

Unicharm Corp.

622,700

33,697

USS Co. Ltd.

196,050

20,605

TOTAL JAPAN

1,351,217

Korea (South) - 2.5%

Hyundai Motor Co.

273,935

56,404

Kia Motors Corp.

285,255

15,854

LG Household & Health Care Ltd.

56,182

33,029

NHN Corp.

64,289

14,888

Orion Corp.

14,973

14,062

Samsung Electronics Co. Ltd.

64,872

77,943

TOTAL KOREA (SOUTH)

212,180

Luxembourg - 0.6%

Brait SA

6,003,514

23,611

Samsonite International SA

12,773,700

26,536

TOTAL LUXEMBOURG

50,147

Netherlands - 3.2%

AEGON NV

5,028,800

28,124

ASML Holding NV

1,002,900

55,129

Gemalto NV

609,781

55,025

ING Groep NV (Certificaten Van Aandelen) (a)

5,244,400

46,665

LyondellBasell Industries NV Class A

474,800

25,350

Randstad Holding NV

687,872

22,455

Yandex NV (a)

1,582,600

36,843

TOTAL NETHERLANDS

269,591

Common Stocks - continued

Shares

Value (000s)

Norway - 1.1%

DnB NOR ASA

5,448,955

$ 68,049

Gjensidige Forsikring ASA

1,761,200

25,732

TOTAL NORWAY

93,781

Poland - 0.5%

Eurocash SA

3,593,990

43,891

Qatar - 0.2%

Commercial Bank of Qatar GDR (Reg. S)

5,094,802

20,122

Russia - 0.6%

Mobile TeleSystems OJSC sponsored ADR

2,888,700

49,512

South Africa - 0.4%

Shoprite Holdings Ltd.

1,552,300

31,921

Spain - 2.2%

Amadeus IT Holding SA Class A

1,011,100

25,031

Banco Bilbao Vizcaya Argentaria SA

6,088,557

50,876

Grifols SA ADR

1,151,000

28,959

Inditex SA

651,829

83,169

TOTAL SPAIN

188,035

Sweden - 2.4%

Atlas Copco AB (A Shares)

2,847,300

70,014

Intrum Justitia AB

1,835,800

26,570

Svenska Handelsbanken AB (A Shares)

1,879,500

64,379

Swedish Match Co. AB

1,250,800

42,618

TOTAL SWEDEN

203,581

Switzerland - 5.3%

Adecco SA (Reg.)

574,043

27,762

Partners Group Holding AG

230,056

48,689

Roche Holding AG (participation certificate)

394,417

75,851

Schindler Holding AG (participation certificate)

554,147

73,010

SGS SA (Reg.)

12,520

26,511

Swatch Group AG (Bearer)

36,702

15,188

Syngenta AG (Switzerland)

81,540

31,792

UBS AG

4,126,610

61,914

Zurich Financial Services AG

346,539

85,398

TOTAL SWITZERLAND

446,115

Turkey - 0.1%

Boyner Buyuk Magazacilik A/S (a)(e)

4,683,100

10,764

United Kingdom - 21.2%

Aberdeen Asset Management PLC

5,975,132

31,289

Common Stocks - continued

Shares

Value (000s)

United Kingdom - continued

Aggreko PLC

1,385,300

$ 48,064

Anglo American PLC (United Kingdom)

774,600

23,788

Ashmore Group PLC

3,169,400

18,602

Barclays PLC

12,279,312

45,406

Bellway PLC

972,300

15,863

BG Group PLC

4,571,872

84,661

BHP Billiton PLC

3,972,023

127,308

British American Tobacco PLC (United Kingdom)

2,438,600

120,954

British Land Co. PLC

5,756,734

49,097

Diageo PLC

4,065,857

116,237

Domino's Pizza UK & IRL PLC

2,378,100

19,399

GlaxoSmithKline PLC

2,658,600

59,572

Hikma Pharmaceuticals PLC

1,964,745

23,447

HSBC Holdings PLC (United Kingdom)

10,856,757

107,040

Intertek Group PLC

748,200

34,037

Jazztel PLC (a)

5,843,900

38,706

Legal & General Group PLC

36,980,100

79,967

Lloyds Banking Group PLC (a)

46,760,800

30,792

London Stock Exchange Group PLC

1,497,400

23,572

Meggitt PLC

6,792,200

42,309

Next PLC

514,144

29,587

Ocado Group PLC (a)(d)

14,388,400

14,976

Persimmon PLC

2,345,100

30,086

Rolls-Royce Group PLC

4,197,715

57,884

Rolls-Royce Group PLC Class C

319,026,340

515

Rotork PLC

717,800

26,387

Royal Dutch Shell PLC Class B (United Kingdom)

6,206,463

219,543

SABMiller PLC

1,096,800

46,984

Standard Chartered PLC (United Kingdom)

1,697,617

40,093

Taylor Wimpey PLC

21,518,200

21,217

The Weir Group PLC

747,600

21,016

Ultra Electronics Holdings PLC

614,667

16,793

Vodafone Group PLC

45,146,543

122,602

TOTAL UNITED KINGDOM

1,787,793

United States of America - 3.7%

Beam, Inc.

387,400

21,524

Citrix Systems, Inc. (a)

303,600

18,766

Cognizant Technology Solutions Corp. Class A (a)

405,700

27,040

Dollar General Corp. (a)

378,800

18,417

GNC Holdings, Inc.

770,900

29,811

MasterCard, Inc. Class A

160,100

73,795

Common Stocks - continued

Shares

Value (000s)

United States of America - continued

Michael Kors Holdings Ltd.

542,300

$ 29,658

Royal Gold, Inc.

394,800

34,774

Total System Services, Inc.

1,094,700

24,620

Watson Pharmaceuticals, Inc. (a)

308,100

26,481

Workday, Inc.

102,600

4,976

TOTAL UNITED STATES OF AMERICA

309,862

TOTAL COMMON STOCKS

(Cost $7,245,196)


8,035,964

Nonconvertible Preferred Stocks - 1.2%

 

 

 

 

Germany - 1.2%

Volkswagen AG
(Cost $69,724)

478,400


98,964

Investment Companies - 0.0%

 

 

 

 

Cyprus - 0.0%

Aisi Realty Public Ltd. (a)
(Cost $7,371)

529,830


628

Money Market Funds - 3.2%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

250,136,921

250,137

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

24,238,785

24,239

TOTAL MONEY MARKET FUNDS

(Cost $274,376)


274,376

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $7,596,667)

8,409,932

NET OTHER ASSETS (LIABILITIES) - 0.1%

6,607

NET ASSETS - 100%

$ 8,416,539

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.

(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

$ 136

Fidelity Securities Lending Cash Central Fund

4,230

Total

$ 4,366

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.

$ 240

$ 469

$ -

$ -

$ -

Boyner Buyuk Magazacilik A/S

10,096

-

1,569

-

10,764

China Kanghui Holdings sponsored ADR

27,375

-

53,149

-

-

Total

$ 37,711

$ 469

$ 54,718

$ -

$ 10,764

Other Information

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

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

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 1,302,675

$ 1,258,410

$ 44,265

$ -

Consumer Staples

815,505

444,109

371,396

-

Energy

486,161

202,190

283,971

-

Financials

1,939,678

1,500,271

439,407

-

Health Care

618,113

316,498

301,615

-

Industrials

1,137,857

1,093,285

44,572

-

Information Technology

877,135

791,617

85,518

-

Materials

533,970

374,870

159,100

-

Telecommunication Services

350,983

228,381

122,602

-

Utilities

72,851

72,851

-

-

Investment Companies

628

628

-

-

Money Market Funds

274,376

274,376

-

-

Total Investments in Securities:

$ 8,409,932

$ 6,557,486

$ 1,852,446

$ -

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

Transfers

Total (000s)

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 1,546,324

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, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $22,961) - See accompanying schedule:

Unaffiliated issuers (cost $7,310,529)

$ 8,124,792

 

Fidelity Central Funds (cost $274,376)

274,376

 

Other affiliated issuers (cost $11,762)

10,764

 

Total Investments (cost $7,596,667)

 

$ 8,409,932

Receivable for investments sold

58,219

Receivable for fund shares sold

9,069

Dividends receivable

15,860

Distributions receivable from Fidelity Central Funds

76

Other receivables

4,417

Total assets

8,497,573

 

 

 

Liabilities

Payable for investments purchased

$ 8,942

Payable for fund shares redeemed

39,507

Accrued management fee

6,216

Distribution and service plan fees payable

113

Other affiliated payables

1,450

Other payables and accrued expenses

567

Collateral on securities loaned, at value

24,239

Total liabilities

81,034

 

 

 

Net Assets

$ 8,416,539

Net Assets consist of:

 

Paid in capital

$ 9,152,089

Undistributed net investment income

126,507

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

(1,674,222)

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

812,165

Net Assets

$ 8,416,539

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, 2012

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share ($298,501 ÷ 9,429.0 shares)

$ 31.66

 

 

 

Maximum offering price per share (100/94.25 of $31.66)

$ 33.59

Class T:
Net Asset Value
and redemption price per share ($45,884 ÷ 1,460.2 shares)

$ 31.42

 

 

 

Maximum offering price per share (100/96.50 of $31.42)

$ 32.56

Class B:
Net Asset Value
and offering price per share ($7,536 ÷ 240.9 shares)A

$ 31.28

 

 

 

Class C:
Net Asset Value
and offering price per share ($29,746 ÷ 949.8 shares)A

$ 31.32

 

 

 

International Discovery:
Net Asset Value
, offering price and redemption price per share ($5,964,762 ÷ 186,908.1 shares)

$ 31.91

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($1,775,900 ÷ 55,719.4 shares)

$ 31.87

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($294,210 ÷ 9,232.8 shares)

$ 31.87

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, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 229,743

Interest

 

19

Income from Fidelity Central Funds

 

4,366

Income before foreign taxes withheld

 

234,128

Less foreign taxes withheld

 

(11,538)

Total income

 

222,590

 

 

 

Expenses

Management fee
Basic fee

$ 58,065

Performance adjustment

2,707

Transfer agent fees

16,195

Distribution and service plan fees

1,384

Accounting and security lending fees

1,720

Custodian fees and expenses

1,316

Independent trustees' compensation

54

Registration fees

181

Audit

114

Legal

42

Interest

5

Miscellaneous

95

Total expenses before reductions

81,878

Expense reductions

(2,500)

79,378

Net investment income (loss)

143,212

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(217,363)

Other affiliated issuers

11,560

 

Foreign currency transactions

(1,776)

Total net realized gain (loss)

 

(207,579)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $1,062)

763,571

Assets and liabilities in foreign currencies

(1,430)

Total change in net unrealized appreciation (depreciation)

 

762,141

Net gain (loss)

554,562

Net increase (decrease) in net assets resulting from operations

$ 697,774

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,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 143,212

$ 161,608

Net realized gain (loss)

(207,579)

501,938

Change in net unrealized appreciation (depreciation)

762,141

(1,247,522)

Net increase (decrease) in net assets resulting
from operations

697,774

(583,976)

Distributions to shareholders from net investment income

(118,968)

(149,936)

Distributions to shareholders from net realized gain

-

(48,090)

Total distributions

(118,968)

(198,026)

Share transactions - net increase (decrease)

(915,362)

(537,341)

Redemption fees

128

160

Total increase (decrease) in net assets

(336,428)

(1,319,183)

 

 

 

Net Assets

Beginning of period

8,752,967

10,072,150

End of period (including undistributed net investment income of $126,507 and undistributed net investment income of $102,433, respectively)

$ 8,416,539

$ 8,752,967

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.43

$ 32.07

$ 28.57

$ 23.68

$ 47.34

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .41

  .42

  .31

  .31

  .46

Net realized and unrealized gain (loss)

  2.11

  (2.52)

  3.51

  4.84

  (22.08)

Total from investment operations

  2.52

  (2.10)

  3.82

  5.15

  (21.62)

Distributions from net investment income

  (.29)

  (.38)

  (.28)

  (.26)

  (.37)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.29)

  (.54)

  (.32)

  (.26)

  (2.04)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.66

$ 29.43

$ 32.07

$ 28.57

$ 23.68

Total Return A, B

  8.70%

  (6.71)%

  13.43%

  22.14%

  (47.65)%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.34%

  1.30%

  1.33%

  1.37%

  1.32%

Expenses net of fee waivers, if any

  1.34%

  1.29%

  1.33%

  1.37%

  1.32%

Expenses net of all reductions

  1.31%

  1.25%

  1.28%

  1.32%

  1.29%

Net investment income (loss)

  1.41%

  1.31%

  1.06%

  1.28%

  1.27%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 299

$ 320

$ 392

$ 414

$ 380

Portfolio turnover rate E

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.18

$ 31.81

$ 28.35

$ 23.49

$ 47.06

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .34

  .34

  .23

  .24

  .33

Net realized and unrealized gain (loss)

  2.09

  (2.51)

  3.48

  4.81

  (21.94)

Total from investment operations

  2.43

  (2.17)

  3.71

  5.05

  (21.61)

Distributions from net investment income

  (.19)

  (.30)

  (.21)

  (.19)

  (.29)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.19)

  (.46)

  (.25)

  (.19)

  (1.96)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.42

$ 29.18

$ 31.81

$ 28.35

$ 23.49

Total Return A, B

  8.41%

  (6.96)%

  13.14%

  21.79%

  (47.84)%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.59%

  1.56%

  1.60%

  1.65%

  1.68%

Expenses net of fee waivers, if any

  1.59%

  1.55%

  1.60%

  1.65%

  1.68%

Expenses net of all reductions

  1.56%

  1.51%

  1.56%

  1.60%

  1.64%

Net investment income (loss)

  1.16%

  1.05%

  .79%

  1.00%

  .91%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 46

$ 61

$ 92

$ 83

$ 64

Portfolio turnover rate E

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.02

$ 31.60

$ 28.18

$ 23.25

$ 46.70

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .19

  .17

  .08

  .12

  .15

Net realized and unrealized gain (loss)

  2.09

  (2.48)

  3.44

  4.81

  (21.77)

Total from investment operations

  2.28

  (2.31)

  3.52

  4.93

  (21.62)

Distributions from net investment income

  (.02)

  (.12)

  (.06)

  -

  (.16)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.02)

  (.27) H

  (.10)

  -

  (1.83)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.28

$ 29.02

$ 31.60

$ 28.18

$ 23.25

Total Return A, B

  7.85%

  (7.39)%

  12.52%

  21.20%

  (48.11)%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.09%

  2.06%

  2.12%

  2.16%

  2.19%

Expenses net of fee waivers, if any

  2.09%

  2.06%

  2.12%

  2.16%

  2.19%

Expenses net of all reductions

  2.06%

  2.02%

  2.08%

  2.11%

  2.15%

Net investment income (loss)

  .66%

  .54%

  .27%

  .49%

  .40%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 8

$ 10

$ 14

$ 16

$ 15

Portfolio turnover rate E

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.08

$ 31.68

$ 28.23

$ 23.31

$ 46.82

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .19

  .18

  .09

  .12

  .15

Net realized and unrealized gain (loss)

  2.09

  (2.49)

  3.45

  4.82

  (21.82)

Total from investment operations

  2.28

  (2.31)

  3.54

  4.94

  (21.67)

Distributions from net investment income

  (.04)

  (.14)

  (.05)

  (.02)

  (.17)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.04)

  (.29) H

  (.09)

  (.02)

  (1.84)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.32

$ 29.08

$ 31.68

$ 28.23

$ 23.31

Total Return A, B

  7.86%

  (7.37)%

  12.54%

  21.22%

  (48.10)%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.09%

  2.05%

  2.09%

  2.14%

  2.17%

Expenses net of fee waivers, if any

  2.09%

  2.04%

  2.09%

  2.14%

  2.17%

Expenses net of all reductions

  2.06%

  2.00%

  2.05%

  2.09%

  2.13%

Net investment income (loss)

  .66%

  .56%

  .30%

  .51%

  .42%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 30

$ 33

$ 44

$ 43

$ 36

Portfolio turnover rate E

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.69

$ 32.34

$ 28.79

$ 23.88

$ 47.68

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .51

  .53

  .40

  .37

  .57

Net realized and unrealized gain (loss)

  2.12

  (2.54)

  3.54

  4.88

  (22.29)

Total from investment operations

  2.63

  (2.01)

  3.94

  5.25

  (21.72)

Distributions from net investment income

  (.41)

  (.48)

  (.35)

  (.34)

  (.41)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.41)

  (.64)

  (.39)

  (.34)

  (2.08)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.91

$ 29.69

$ 32.34

$ 28.79

$ 23.88

Total Return A

  9.03%

  (6.39)%

  13.76%

  22.47%

  (47.55)%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.01%

  .97%

  1.05%

  1.12%

  1.09%

Expenses net of fee waivers, if any

  1.01%

  .96%

  1.05%

  1.12%

  1.09%

Expenses net of all reductions

  .98%

  .92%

  1.00%

  1.07%

  1.05%

Net investment income (loss)

  1.73%

  1.64%

  1.35%

  1.53%

  1.51%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 5,965

$ 6,806

$ 8,133

$ 8,114

$ 6,999

Portfolio turnover rate D

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.66

$ 32.32

$ 28.78

$ 23.90

$ 40.32

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .57

  .58

  .46

  .44

  .10

Net realized and unrealized gain (loss)

  2.11

  (2.54)

  3.53

  4.86

  (16.52)

Total from investment operations

  2.68

  (1.96)

  3.99

  5.30

  (16.42)

Distributions from net investment income

  (.47)

  (.55)

  (.41)

  (.42)

  -

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  -

Total distributions

  (.47)

  (.70) J

  (.45)

  (.42)

  -

Redemption fees added to paid in capital D, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.87

$ 29.66

$ 32.32

$ 28.78

$ 23.90

Total Return B, C

  9.24%

  (6.24)%

  13.96%

  22.80%

  (40.72)%

Ratios to Average Net Assets E, H

 

 

 

 

 

Expenses before reductions

  .83%

  .80%

  .84%

  .88%

  .93% A

Expenses net of fee waivers, if any

  .83%

  .79%

  .84%

  .88%

  .93% A

Expenses net of all reductions

  .80%

  .75%

  .79%

  .83%

  .89% A

Net investment income (loss)

  1.91%

  1.81%

  1.55%

  1.77%

  .83% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 1,776

$ 1,245

$ 1,078

$ 674

$ 145

Portfolio turnover rate F

  68%

  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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.65

$ 32.31

$ 28.77

$ 23.91

$ 47.73

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .52

  .54

  .41

  .39

  .53

Net realized and unrealized gain (loss)

  2.11

  (2.55)

  3.55

  4.86

  (22.24)

Total from investment operations

  2.63

  (2.01)

  3.96

  5.25

  (21.71)

Distributions from net investment income

  (.41)

  (.50)

  (.38)

  (.39)

  (.44)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.41)

  (.65) G

  (.42)

  (.39)

  (2.11)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.87

$ 29.65

$ 32.31

$ 28.77

$ 23.91

Total Return A

  9.07%

  (6.39)%

  13.84%

  22.52%

  (47.51)%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.00%

  .95%

  .99%

  1.05%

  1.05%

Expenses net of fee waivers, if any

  1.00%

  .94%

  .99%

  1.05%

  1.05%

Expenses net of all reductions

  .97%

  .90%

  .95%

  1.00%

  1.01%

Net investment income (loss)

  1.75%

  1.66%

  1.40%

  1.60%

  1.54%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 294

$ 278

$ 319

$ 267

$ 159

Portfolio turnover rate D

  68%

  75%

  82%

  98%

  79%

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, 2012

(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. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

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

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost 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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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 under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Book-tax differences are primarily due to 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

$ 1,161,331

Gross unrealized depreciation

(475,922)

Net unrealized appreciation (depreciation) on securities and other investments

$ 685,409

 

 

Tax Cost

$ 7,724,523

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

Undistributed ordinary income

$ 134,442

Capital loss carryforward

$ (1,554,149)

Net unrealized appreciation (depreciation)

$ 684,309

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

Fiscal year of expiration

 

2017

$ (1,350,018)

No expiration

 

Short-term

$ (204,131)

Total capital loss carryforward

$ (1,554,149)

The tax character of distributions paid was as follows:

 

October 31, 2012

 

October 31, 2011

Ordinary Income

$ 118,968

 

$ 198,026

Annual Report

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $5,561,781 and $6,703,146, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Discovery as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .74% 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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 733

$ 11

Class T

.25%

.25%

262

1

Class B

.75%

.25%

86

64

Class C

.75%

.25%

303

21

 

 

 

$ 1,384

$ 97

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 45

Class T

6

Class B*

18

Class C*

1

 

$ 70

* 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

5. Fees and Other Transactions with Affiliates - continued

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

Class A

$ 891

.30

Class T

159

.30

Class B

26

.30

Class C

91

.30

International Discovery

13,666

.23

Class K

764

.05

Institutional Class

598

.21

 

$ 16,195

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $13 for the period.

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

Borrower or Lender

Average Loan
Balance

Weighted Average Interest Rate

Interest Expense

Borrower

$ 17,873

.34%

$ 5

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $23 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $4,230, including $18 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $2,500 for the period.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 3,123

$ 4,617

Class T

388

859

Class B

6

51

Class C

44

184

International Discovery

90,633

121,061

Class K

20,917

18,291

Institutional Class

3,857

4,873

Total

$ 118,968

$ 149,936

From net realized gain

 

 

Class A

$ -

$ 1,880

Class T

-

439

Class B

-

69

Class C

-

209

International Discovery

-

38,831

Class K

-

5,143

Institutional Class

-

1,519

Total

$ -

$ 48,090

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

1,927

2,821

$ 56,732

$ 91,649

Reinvestment of distributions

101

173

2,828

5,606

Shares redeemed

(3,468)

(4,335)

(100,935)

(139,721)

Net increase (decrease)

(1,440)

(1,341)

$ (41,375)

$ (42,466)

Class T

 

 

 

 

Shares sold

220

443

$ 6,409

$ 14,328

Reinvestment of distributions

13

38

369

1,235

Shares redeemed

(860)

(1,286)

(25,207)

(41,028)

Net increase (decrease)

(627)

(805)

$ (18,429)

$ (25,465)

Class B

 

 

 

 

Shares sold

3

21

$ 87

$ 671

Reinvestment of distributions

-

3

5

111

Shares redeemed

(113)

(130)

(3,297)

(4,124)

Net increase (decrease)

(110)

(106)

$ (3,205)

$ (3,342)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class C

 

 

 

 

Shares sold

212

183

$ 6,111

$ 5,847

Reinvestment of distributions

1

11

39

344

Shares redeemed

(395)

(437)

(11,440)

(13,875)

Net increase (decrease)

(182)

(243)

$ (5,290)

$ (7,684)

International Discovery

 

 

 

 

Shares sold

20,324

32,543

$ 608,478

$ 1,052,266

Reinvestment of distributions

3,081

4,718

86,858

153,551

Shares redeemed

(65,748)

(59,489)

(1,937,202)

(1,934,353)

Net increase (decrease)

(42,343)

(22,228)

$ (1,241,866)

$ (728,536)

Class K

 

 

 

 

Shares sold

26,836

18,148

$ 788,860

$ 593,408

Reinvestment of distributions

744

722

20,917

23,434

Shares redeemed

(13,817)

(10,275)

(410,022)

(330,258)

Net increase (decrease)

13,763

8,595

$ 399,755

$ 286,584

Institutional Class

 

 

 

 

Shares sold

2,049

2,364

$ 59,460

$ 75,348

Reinvestment of distributions

53

69

1,502

2,254

Shares redeemed

(2,256)

(2,923)

(65,914)

(94,034)

Net increase (decrease)

(154)

(490)

$ (4,952)

$ (16,432)

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, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 1-800-208-0098.

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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

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

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

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

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

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

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

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

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

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

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

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

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

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

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Advisor International Discovery 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

12/10/12

12/07/12

$0.555

$0.032

Institutional Class designates 1% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders

Institutional Class designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for 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

12/05/11

$0.449

$0.0345

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

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

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

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, 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 (top of box) and the 75th percentile return (bottom 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

idi553250

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 third quartile for the one- and three-year periods and the second quartile for the five-year period. The Board also noted that the investment performance of the fund was lower than its benchmark for the one- and three-year periods, although the five-year cumulative total return of Institutional Class (Class I) compared favorably to its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions to improve the fund's disappointing performance relative to its peer group and benchmark. 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 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked 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

idi553252

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 2011. 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, the retail class, and Class K ranked below its competitive median for 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

AIDI-UANN-1212
1.806657.107

Fidelity®

International Discovery

Fund -
Class K

Annual Report

October 31, 2012

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

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

Annual Report

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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, 2012

Past 1
year

Past 5
years

Past 10
years

Class KA,B

9.24%

-5.53%

9.21%

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, 2002. 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. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

igk648790

Annual Report


Management's Discussion of Fund Performance

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

Comments from William Kennedy, Portfolio Manager of Fidelity® International Discovery Fund: For the year, the fund's Class K shares returned 9.24%, outpacing the 4.76% gain of the MSCI® EAFE® Index. Security selection drove relative performance, with particularly strong contributions my choices within from Europe ex U.K., Japan and emerging markets. Stock picks in consumer staples and information technology also helped. Top individual contributors included Netherlands-based digital security leader Gemalto, whose strong gain was fueled by the worldwide growth of mobile and cloud computing. Shares of Hong Kong's Techtronic Industries, whose products include Ryobi power tools and Hoover vacuums, moved sharply higher, due to resilience in the U.S., where it sells a lot of its goods. An investment in drugstore retailer Cosmos Pharmaceutical in Japan also helped, buoyed by expansion into new markets. By contrast, security selection in the U.K. detracted. The biggest individual disappointments were online retailers in Japan: Start Today and Rakuten. Both stocks declined as business slowed and competition increased. Techtronic, Cosmos and Start Today were not in the index, and Start Today was not held 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

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

Class A

1.41%

 

 

 

Actual

 

$ 1,000.00

$ 1,033.30

$ 7.21

HypotheticalA

 

$ 1,000.00

$ 1,018.05

$ 7.15

Class T

1.67%

 

 

 

Actual

 

$ 1,000.00

$ 1,031.90

$ 8.53

HypotheticalA

 

$ 1,000.00

$ 1,016.74

$ 8.47

Class B

2.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,029.30

$ 11.02

HypotheticalA

 

$ 1,000.00

$ 1,014.28

$ 10.94

Class C

2.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,029.60

$ 11.02

HypotheticalA

 

$ 1,000.00

$ 1,014.28

$ 10.94

International Discovery

1.08%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.00

$ 5.52

HypotheticalA

 

$ 1,000.00

$ 1,019.71

$ 5.48

Class K

.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.70

$ 4.61

HypotheticalA

 

$ 1,000.00

$ 1,020.61

$ 4.57

Institutional Class

1.07%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.10

$ 5.47

HypotheticalA

 

$ 1,000.00

$ 1,019.76

$ 5.43

A 5% return per year before expenses

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

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

igk648792

United Kingdom 21.2%

 

igk648794

Japan 16.1%

 

igk648796

France 8.5%

 

igk648798

Germany 8.3%

 

igk648800

United States of America 7.0%

 

igk648802

Switzerland 5.3%

 

igk648804

Netherlands 3.2%

 

igk648806

Australia 3.0%

 

igk648808

Italy 2.7%

 

jmcw

Other 24.7%

 

igk648812

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

As of April 30, 2012

igk648792

United Kingdom 21.0%

 

igk648794

Japan 16.7%

 

igk648796

United States of America 6.7%

 

igk648798

France 6.2%

 

igk648800

Germany 5.4%

 

igk648802

Netherlands 4.7%

 

igk648804

Switzerland 4.5%

 

igk648806

Korea (South) 3.9%

 

igk648808

Australia 3.4%

 

jmcw

Other 27.5%

 

igk648824

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Investment Companies

96.7

97.5

Short-Term Investments and Net Other Assets (Liabilities)

3.3

2.5

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.6

2.7

ORIX Corp. (Japan, Diversified Financial Services)

1.6

1.5

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.6

1.3

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

1.6

1.4

BHP Billiton PLC (United Kingdom, Metals & Mining)

1.5

1.3

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

1.5

1.3

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.4

1.1

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

1.4

1.8

Diageo PLC (United Kingdom, Beverages)

1.4

1.2

BNP Paribas SA (France, Commercial Banks)

1.3

0.7

 

15.9

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

23.0

18.9

Consumer Discretionary

15.5

15.8

Industrials

13.5

12.6

Information Technology

10.4

12.7

Consumer Staples

9.7

11.2

Health Care

7.2

6.5

Materials

6.4

7.5

Energy

5.9

6.7

Telecommunication Services

4.2

4.9

Utilities

0.9

0.7

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 95.5%

Shares

Value (000s)

Australia - 3.0%

Australia & New Zealand Banking Group Ltd.

4,818,449

$ 127,296

Commonwealth Bank of Australia

1,009,530

60,519

Ramsay Health Care Ltd.

1,305,776

32,206

Spark Infrastructure Group unit

19,962,099

35,020

TOTAL AUSTRALIA

255,041

Bailiwick of Jersey - 1.9%

Experian PLC

5,023,200

86,736

Wolseley PLC

1,576,864

68,935

TOTAL BAILIWICK OF JERSEY

155,671

Belgium - 1.6%

Anheuser-Busch InBev SA NV

1,604,727

134,205

Bermuda - 0.5%

Cheung Kong Infrastructure Holdings Ltd.

6,458,000

37,831

Brazil - 1.2%

Arezzo Industria e Comercio SA

570,800

10,188

Qualicorp SA (a)

4,567,000

46,861

Souza Cruz SA

1,909,200

24,910

Totvs SA

1,077,500

21,910

TOTAL BRAZIL

103,869

British Virgin Islands - 0.3%

Gem Diamonds Ltd. (a)

716,328

1,951

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

676,800

22,571

TOTAL BRITISH VIRGIN ISLANDS

24,522

Canada - 0.5%

Goldcorp, Inc.

571,200

25,822

InterOil Corp. (a)(d)

204,400

13,180

TOTAL CANADA

39,002

Cayman Islands - 0.4%

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

439,400

15,203

Sands China Ltd.

4,911,200

18,472

TOTAL CAYMAN ISLANDS

33,675

Denmark - 1.9%

Novo Nordisk A/S Series B

819,389

131,361

William Demant Holding A/S (a)

337,100

28,993

TOTAL DENMARK

160,354

Common Stocks - continued

Shares

Value (000s)

France - 8.5%

Arkema SA

341,370

$ 31,123

Atos Origin SA

384,842

25,843

AXA SA

4,066,402

64,645

BNP Paribas SA

2,238,845

112,622

Bureau Veritas SA

535,700

56,888

Credit Agricole SA (a)

3,474,800

26,158

Iliad SA

339,150

52,245

Lafarge SA (Bearer)

458,700

26,861

LVMH Moet Hennessy - Louis Vuitton SA

428,223

69,602

PPR SA

398,700

70,101

Sanofi SA

953,011

83,701

Schneider Electric SA

1,208,000

75,524

Technip SA

192,300

21,660

TOTAL FRANCE

716,973

Germany - 7.1%

Aareal Bank AG (a)

1,044,895

22,414

Allianz AG

385,690

47,822

BASF AG

979,717

81,182

Bayerische Motoren Werke AG (BMW)

959,142

76,394

Brenntag AG

288,900

36,412

Fresenius Medical Care AG & Co. KGaA

384,000

26,981

Fresenius SE & Co. KGaA

161,700

18,444

GEA Group AG

992,880

31,002

Gerry Weber International AG (Bearer)

320,600

14,552

GSW Immobilien AG

497,845

20,484

HeidelbergCement Finance AG

504,300

26,728

MTU Aero Engines Holdings AG

286,300

24,039

SAP AG

1,172,710

85,518

Siemens AG

442,361

44,572

Wirecard AG

1,592,900

36,400

TOTAL GERMANY

592,944

Hong Kong - 1.9%

AIA Group Ltd.

15,454,400

61,219

HKT Trust / HKT Ltd. unit

23,518,000

21,818

Techtronic Industries Co. Ltd.

39,683,000

75,576

TOTAL HONG KONG

158,613

India - 1.0%

Apollo Hospitals Enterprise Ltd.

442,506

6,415

Common Stocks - continued

Shares

Value (000s)

India - continued

Housing Development Finance Corp. Ltd.

3,327,565

$ 47,147

Titan Industries Ltd.

6,456,377

31,115

TOTAL INDIA

84,677

Indonesia - 0.7%

PT Media Nusantara Citra Tbk

42,573,500

12,522

PT Sarana Menara Nusantara Tbk (a)

6,310,500

12,811

PT Tower Bersama Infrastructure Tbk (a)

55,223,500

28,747

TOTAL INDONESIA

54,080

Ireland - 1.8%

Accenture PLC Class A

854,400

57,595

James Hardie Industries NV CDI

6,070,470

58,162

Paddy Power PLC (Ireland)

503,500

37,160

TOTAL IRELAND

152,917

Israel - 0.4%

Check Point Software Technologies Ltd. (a)

743,300

33,099

Italy - 2.7%

ENI SpA

2,799,900

64,428

Fiat Industrial SpA

3,323,832

35,995

Prada SpA

4,029,100

32,856

Prysmian SpA

1,518,800

29,214

Saipem SpA

1,502,203

67,486

TOTAL ITALY

229,979

Japan - 16.1%

ABC-Mart, Inc.

1,177,300

51,617

Aeon Credit Service Co. Ltd.

2,050,800

43,518

Aozora Bank Ltd.

7,872,000

22,187

Calbee, Inc.

351,700

32,293

Chiyoda Corp.

2,780,000

44,853

Cosmos Pharmaceutical Corp.

419,800

41,386

Credit Saison Co. Ltd.

881,500

19,357

Daito Trust Construction Co. Ltd.

212,800

21,485

Don Quijote Co. Ltd.

1,818,400

71,638

Fanuc Corp.

290,400

46,236

Fast Retailing Co. Ltd.

210,800

46,950

Hitachi Ltd.

8,642,000

45,792

Honda Motor Co. Ltd.

1,472,400

44,265

Japan Tobacco, Inc.

2,815,200

77,794

JS Group Corp.

1,856,500

41,046

Common Stocks - continued

Shares

Value (000s)

Japan - continued

JSR Corp.

2,283,400

$ 39,129

Kakaku.com, Inc.

810,600

27,771

Keyence Corp.

304,060

80,671

Mitsubishi Estate Co. Ltd.

2,651,000

52,436

Mitsubishi UFJ Financial Group, Inc.

15,161,400

68,590

Nintendo Co. Ltd.

201,200

25,909

ORIX Corp.

1,321,050

135,696

Park24 Co. Ltd.

1,342,800

23,078

Rakuten, Inc.

7,986,500

71,831

Seven Bank Ltd.

12,837,900

36,666

Ship Healthcare Holdings, Inc.

534,800

17,840

So-net M3, Inc.

5,725

11,001

Softbank Corp.

775,300

24,542

Suzuki Motor Corp.

1,383,700

31,338

Unicharm Corp.

622,700

33,697

USS Co. Ltd.

196,050

20,605

TOTAL JAPAN

1,351,217

Korea (South) - 2.5%

Hyundai Motor Co.

273,935

56,404

Kia Motors Corp.

285,255

15,854

LG Household & Health Care Ltd.

56,182

33,029

NHN Corp.

64,289

14,888

Orion Corp.

14,973

14,062

Samsung Electronics Co. Ltd.

64,872

77,943

TOTAL KOREA (SOUTH)

212,180

Luxembourg - 0.6%

Brait SA

6,003,514

23,611

Samsonite International SA

12,773,700

26,536

TOTAL LUXEMBOURG

50,147

Netherlands - 3.2%

AEGON NV

5,028,800

28,124

ASML Holding NV

1,002,900

55,129

Gemalto NV

609,781

55,025

ING Groep NV (Certificaten Van Aandelen) (a)

5,244,400

46,665

LyondellBasell Industries NV Class A

474,800

25,350

Randstad Holding NV

687,872

22,455

Yandex NV (a)

1,582,600

36,843

TOTAL NETHERLANDS

269,591

Common Stocks - continued

Shares

Value (000s)

Norway - 1.1%

DnB NOR ASA

5,448,955

$ 68,049

Gjensidige Forsikring ASA

1,761,200

25,732

TOTAL NORWAY

93,781

Poland - 0.5%

Eurocash SA

3,593,990

43,891

Qatar - 0.2%

Commercial Bank of Qatar GDR (Reg. S)

5,094,802

20,122

Russia - 0.6%

Mobile TeleSystems OJSC sponsored ADR

2,888,700

49,512

South Africa - 0.4%

Shoprite Holdings Ltd.

1,552,300

31,921

Spain - 2.2%

Amadeus IT Holding SA Class A

1,011,100

25,031

Banco Bilbao Vizcaya Argentaria SA

6,088,557

50,876

Grifols SA ADR

1,151,000

28,959

Inditex SA

651,829

83,169

TOTAL SPAIN

188,035

Sweden - 2.4%

Atlas Copco AB (A Shares)

2,847,300

70,014

Intrum Justitia AB

1,835,800

26,570

Svenska Handelsbanken AB (A Shares)

1,879,500

64,379

Swedish Match Co. AB

1,250,800

42,618

TOTAL SWEDEN

203,581

Switzerland - 5.3%

Adecco SA (Reg.)

574,043

27,762

Partners Group Holding AG

230,056

48,689

Roche Holding AG (participation certificate)

394,417

75,851

Schindler Holding AG (participation certificate)

554,147

73,010

SGS SA (Reg.)

12,520

26,511

Swatch Group AG (Bearer)

36,702

15,188

Syngenta AG (Switzerland)

81,540

31,792

UBS AG

4,126,610

61,914

Zurich Financial Services AG

346,539

85,398

TOTAL SWITZERLAND

446,115

Turkey - 0.1%

Boyner Buyuk Magazacilik A/S (a)(e)

4,683,100

10,764

United Kingdom - 21.2%

Aberdeen Asset Management PLC

5,975,132

31,289

Common Stocks - continued

Shares

Value (000s)

United Kingdom - continued

Aggreko PLC

1,385,300

$ 48,064

Anglo American PLC (United Kingdom)

774,600

23,788

Ashmore Group PLC

3,169,400

18,602

Barclays PLC

12,279,312

45,406

Bellway PLC

972,300

15,863

BG Group PLC

4,571,872

84,661

BHP Billiton PLC

3,972,023

127,308

British American Tobacco PLC (United Kingdom)

2,438,600

120,954

British Land Co. PLC

5,756,734

49,097

Diageo PLC

4,065,857

116,237

Domino's Pizza UK & IRL PLC

2,378,100

19,399

GlaxoSmithKline PLC

2,658,600

59,572

Hikma Pharmaceuticals PLC

1,964,745

23,447

HSBC Holdings PLC (United Kingdom)

10,856,757

107,040

Intertek Group PLC

748,200

34,037

Jazztel PLC (a)

5,843,900

38,706

Legal & General Group PLC

36,980,100

79,967

Lloyds Banking Group PLC (a)

46,760,800

30,792

London Stock Exchange Group PLC

1,497,400

23,572

Meggitt PLC

6,792,200

42,309

Next PLC

514,144

29,587

Ocado Group PLC (a)(d)

14,388,400

14,976

Persimmon PLC

2,345,100

30,086

Rolls-Royce Group PLC

4,197,715

57,884

Rolls-Royce Group PLC Class C

319,026,340

515

Rotork PLC

717,800

26,387

Royal Dutch Shell PLC Class B (United Kingdom)

6,206,463

219,543

SABMiller PLC

1,096,800

46,984

Standard Chartered PLC (United Kingdom)

1,697,617

40,093

Taylor Wimpey PLC

21,518,200

21,217

The Weir Group PLC

747,600

21,016

Ultra Electronics Holdings PLC

614,667

16,793

Vodafone Group PLC

45,146,543

122,602

TOTAL UNITED KINGDOM

1,787,793

United States of America - 3.7%

Beam, Inc.

387,400

21,524

Citrix Systems, Inc. (a)

303,600

18,766

Cognizant Technology Solutions Corp. Class A (a)

405,700

27,040

Dollar General Corp. (a)

378,800

18,417

GNC Holdings, Inc.

770,900

29,811

MasterCard, Inc. Class A

160,100

73,795

Common Stocks - continued

Shares

Value (000s)

United States of America - continued

Michael Kors Holdings Ltd.

542,300

$ 29,658

Royal Gold, Inc.

394,800

34,774

Total System Services, Inc.

1,094,700

24,620

Watson Pharmaceuticals, Inc. (a)

308,100

26,481

Workday, Inc.

102,600

4,976

TOTAL UNITED STATES OF AMERICA

309,862

TOTAL COMMON STOCKS

(Cost $7,245,196)


8,035,964

Nonconvertible Preferred Stocks - 1.2%

 

 

 

 

Germany - 1.2%

Volkswagen AG
(Cost $69,724)

478,400


98,964

Investment Companies - 0.0%

 

 

 

 

Cyprus - 0.0%

Aisi Realty Public Ltd. (a)
(Cost $7,371)

529,830


628

Money Market Funds - 3.2%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

250,136,921

250,137

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

24,238,785

24,239

TOTAL MONEY MARKET FUNDS

(Cost $274,376)


274,376

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $7,596,667)

8,409,932

NET OTHER ASSETS (LIABILITIES) - 0.1%

6,607

NET ASSETS - 100%

$ 8,416,539

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.

(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

$ 136

Fidelity Securities Lending Cash Central Fund

4,230

Total

$ 4,366

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.

$ 240

$ 469

$ -

$ -

$ -

Boyner Buyuk Magazacilik A/S

10,096

-

1,569

-

10,764

China Kanghui Holdings sponsored ADR

27,375

-

53,149

-

-

Total

$ 37,711

$ 469

$ 54,718

$ -

$ 10,764

Other Information

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

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

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 1,302,675

$ 1,258,410

$ 44,265

$ -

Consumer Staples

815,505

444,109

371,396

-

Energy

486,161

202,190

283,971

-

Financials

1,939,678

1,500,271

439,407

-

Health Care

618,113

316,498

301,615

-

Industrials

1,137,857

1,093,285

44,572

-

Information Technology

877,135

791,617

85,518

-

Materials

533,970

374,870

159,100

-

Telecommunication Services

350,983

228,381

122,602

-

Utilities

72,851

72,851

-

-

Investment Companies

628

628

-

-

Money Market Funds

274,376

274,376

-

-

Total Investments in Securities:

$ 8,409,932

$ 6,557,486

$ 1,852,446

$ -

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

Transfers

Total (000s)

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 1,546,324

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, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $22,961) - See accompanying schedule:

Unaffiliated issuers (cost $7,310,529)

$ 8,124,792

 

Fidelity Central Funds (cost $274,376)

274,376

 

Other affiliated issuers (cost $11,762)

10,764

 

Total Investments (cost $7,596,667)

 

$ 8,409,932

Receivable for investments sold

58,219

Receivable for fund shares sold

9,069

Dividends receivable

15,860

Distributions receivable from Fidelity Central Funds

76

Other receivables

4,417

Total assets

8,497,573

 

 

 

Liabilities

Payable for investments purchased

$ 8,942

Payable for fund shares redeemed

39,507

Accrued management fee

6,216

Distribution and service plan fees payable

113

Other affiliated payables

1,450

Other payables and accrued expenses

567

Collateral on securities loaned, at value

24,239

Total liabilities

81,034

 

 

 

Net Assets

$ 8,416,539

Net Assets consist of:

 

Paid in capital

$ 9,152,089

Undistributed net investment income

126,507

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

(1,674,222)

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

812,165

Net Assets

$ 8,416,539

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, 2012

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share ($298,501 ÷ 9,429.0 shares)

$ 31.66

 

 

 

Maximum offering price per share (100/94.25 of $31.66)

$ 33.59

Class T:
Net Asset Value
and redemption price per share ($45,884 ÷ 1,460.2 shares)

$ 31.42

 

 

 

Maximum offering price per share (100/96.50 of $31.42)

$ 32.56

Class B:
Net Asset Value
and offering price per share ($7,536 ÷ 240.9 shares)A

$ 31.28

 

 

 

Class C:
Net Asset Value
and offering price per share ($29,746 ÷ 949.8 shares)A

$ 31.32

 

 

 

International Discovery:
Net Asset Value
, offering price and redemption price per share ($5,964,762 ÷ 186,908.1 shares)

$ 31.91

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($1,775,900 ÷ 55,719.4 shares)

$ 31.87

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($294,210 ÷ 9,232.8 shares)

$ 31.87

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, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 229,743

Interest

 

19

Income from Fidelity Central Funds

 

4,366

Income before foreign taxes withheld

 

234,128

Less foreign taxes withheld

 

(11,538)

Total income

 

222,590

 

 

 

Expenses

Management fee
Basic fee

$ 58,065

Performance adjustment

2,707

Transfer agent fees

16,195

Distribution and service plan fees

1,384

Accounting and security lending fees

1,720

Custodian fees and expenses

1,316

Independent trustees' compensation

54

Registration fees

181

Audit

114

Legal

42

Interest

5

Miscellaneous

95

Total expenses before reductions

81,878

Expense reductions

(2,500)

79,378

Net investment income (loss)

143,212

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(217,363)

Other affiliated issuers

11,560

 

Foreign currency transactions

(1,776)

Total net realized gain (loss)

 

(207,579)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $1,062)

763,571

Assets and liabilities in foreign currencies

(1,430)

Total change in net unrealized appreciation (depreciation)

 

762,141

Net gain (loss)

554,562

Net increase (decrease) in net assets resulting from operations

$ 697,774

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,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 143,212

$ 161,608

Net realized gain (loss)

(207,579)

501,938

Change in net unrealized appreciation (depreciation)

762,141

(1,247,522)

Net increase (decrease) in net assets resulting
from operations

697,774

(583,976)

Distributions to shareholders from net investment income

(118,968)

(149,936)

Distributions to shareholders from net realized gain

-

(48,090)

Total distributions

(118,968)

(198,026)

Share transactions - net increase (decrease)

(915,362)

(537,341)

Redemption fees

128

160

Total increase (decrease) in net assets

(336,428)

(1,319,183)

 

 

 

Net Assets

Beginning of period

8,752,967

10,072,150

End of period (including undistributed net investment income of $126,507 and undistributed net investment income of $102,433, respectively)

$ 8,416,539

$ 8,752,967

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.43

$ 32.07

$ 28.57

$ 23.68

$ 47.34

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .41

  .42

  .31

  .31

  .46

Net realized and unrealized gain (loss)

  2.11

  (2.52)

  3.51

  4.84

  (22.08)

Total from investment operations

  2.52

  (2.10)

  3.82

  5.15

  (21.62)

Distributions from net investment income

  (.29)

  (.38)

  (.28)

  (.26)

  (.37)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.29)

  (.54)

  (.32)

  (.26)

  (2.04)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.66

$ 29.43

$ 32.07

$ 28.57

$ 23.68

Total Return A, B

  8.70%

  (6.71)%

  13.43%

  22.14%

  (47.65)%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.34%

  1.30%

  1.33%

  1.37%

  1.32%

Expenses net of fee waivers, if any

  1.34%

  1.29%

  1.33%

  1.37%

  1.32%

Expenses net of all reductions

  1.31%

  1.25%

  1.28%

  1.32%

  1.29%

Net investment income (loss)

  1.41%

  1.31%

  1.06%

  1.28%

  1.27%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 299

$ 320

$ 392

$ 414

$ 380

Portfolio turnover rate E

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.18

$ 31.81

$ 28.35

$ 23.49

$ 47.06

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .34

  .34

  .23

  .24

  .33

Net realized and unrealized gain (loss)

  2.09

  (2.51)

  3.48

  4.81

  (21.94)

Total from investment operations

  2.43

  (2.17)

  3.71

  5.05

  (21.61)

Distributions from net investment income

  (.19)

  (.30)

  (.21)

  (.19)

  (.29)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.19)

  (.46)

  (.25)

  (.19)

  (1.96)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.42

$ 29.18

$ 31.81

$ 28.35

$ 23.49

Total Return A, B

  8.41%

  (6.96)%

  13.14%

  21.79%

  (47.84)%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.59%

  1.56%

  1.60%

  1.65%

  1.68%

Expenses net of fee waivers, if any

  1.59%

  1.55%

  1.60%

  1.65%

  1.68%

Expenses net of all reductions

  1.56%

  1.51%

  1.56%

  1.60%

  1.64%

Net investment income (loss)

  1.16%

  1.05%

  .79%

  1.00%

  .91%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 46

$ 61

$ 92

$ 83

$ 64

Portfolio turnover rate E

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.02

$ 31.60

$ 28.18

$ 23.25

$ 46.70

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .19

  .17

  .08

  .12

  .15

Net realized and unrealized gain (loss)

  2.09

  (2.48)

  3.44

  4.81

  (21.77)

Total from investment operations

  2.28

  (2.31)

  3.52

  4.93

  (21.62)

Distributions from net investment income

  (.02)

  (.12)

  (.06)

  -

  (.16)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.02)

  (.27) H

  (.10)

  -

  (1.83)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.28

$ 29.02

$ 31.60

$ 28.18

$ 23.25

Total Return A, B

  7.85%

  (7.39)%

  12.52%

  21.20%

  (48.11)%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.09%

  2.06%

  2.12%

  2.16%

  2.19%

Expenses net of fee waivers, if any

  2.09%

  2.06%

  2.12%

  2.16%

  2.19%

Expenses net of all reductions

  2.06%

  2.02%

  2.08%

  2.11%

  2.15%

Net investment income (loss)

  .66%

  .54%

  .27%

  .49%

  .40%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 8

$ 10

$ 14

$ 16

$ 15

Portfolio turnover rate E

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.08

$ 31.68

$ 28.23

$ 23.31

$ 46.82

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .19

  .18

  .09

  .12

  .15

Net realized and unrealized gain (loss)

  2.09

  (2.49)

  3.45

  4.82

  (21.82)

Total from investment operations

  2.28

  (2.31)

  3.54

  4.94

  (21.67)

Distributions from net investment income

  (.04)

  (.14)

  (.05)

  (.02)

  (.17)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.04)

  (.29) H

  (.09)

  (.02)

  (1.84)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.32

$ 29.08

$ 31.68

$ 28.23

$ 23.31

Total Return A, B

  7.86%

  (7.37)%

  12.54%

  21.22%

  (48.10)%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.09%

  2.05%

  2.09%

  2.14%

  2.17%

Expenses net of fee waivers, if any

  2.09%

  2.04%

  2.09%

  2.14%

  2.17%

Expenses net of all reductions

  2.06%

  2.00%

  2.05%

  2.09%

  2.13%

Net investment income (loss)

  .66%

  .56%

  .30%

  .51%

  .42%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 30

$ 33

$ 44

$ 43

$ 36

Portfolio turnover rate E

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.69

$ 32.34

$ 28.79

$ 23.88

$ 47.68

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .51

  .53

  .40

  .37

  .57

Net realized and unrealized gain (loss)

  2.12

  (2.54)

  3.54

  4.88

  (22.29)

Total from investment operations

  2.63

  (2.01)

  3.94

  5.25

  (21.72)

Distributions from net investment income

  (.41)

  (.48)

  (.35)

  (.34)

  (.41)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.41)

  (.64)

  (.39)

  (.34)

  (2.08)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.91

$ 29.69

$ 32.34

$ 28.79

$ 23.88

Total Return A

  9.03%

  (6.39)%

  13.76%

  22.47%

  (47.55)%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.01%

  .97%

  1.05%

  1.12%

  1.09%

Expenses net of fee waivers, if any

  1.01%

  .96%

  1.05%

  1.12%

  1.09%

Expenses net of all reductions

  .98%

  .92%

  1.00%

  1.07%

  1.05%

Net investment income (loss)

  1.73%

  1.64%

  1.35%

  1.53%

  1.51%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 5,965

$ 6,806

$ 8,133

$ 8,114

$ 6,999

Portfolio turnover rate D

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.66

$ 32.32

$ 28.78

$ 23.90

$ 40.32

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .57

  .58

  .46

  .44

  .10

Net realized and unrealized gain (loss)

  2.11

  (2.54)

  3.53

  4.86

  (16.52)

Total from investment operations

  2.68

  (1.96)

  3.99

  5.30

  (16.42)

Distributions from net investment income

  (.47)

  (.55)

  (.41)

  (.42)

  -

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  -

Total distributions

  (.47)

  (.70) J

  (.45)

  (.42)

  -

Redemption fees added to paid in capital D, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.87

$ 29.66

$ 32.32

$ 28.78

$ 23.90

Total Return B, C

  9.24%

  (6.24)%

  13.96%

  22.80%

  (40.72)%

Ratios to Average Net Assets E, H

 

 

 

 

 

Expenses before reductions

  .83%

  .80%

  .84%

  .88%

  .93% A

Expenses net of fee waivers, if any

  .83%

  .79%

  .84%

  .88%

  .93% A

Expenses net of all reductions

  .80%

  .75%

  .79%

  .83%

  .89% A

Net investment income (loss)

  1.91%

  1.81%

  1.55%

  1.77%

  .83% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 1,776

$ 1,245

$ 1,078

$ 674

$ 145

Portfolio turnover rate F

  68%

  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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.65

$ 32.31

$ 28.77

$ 23.91

$ 47.73

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .52

  .54

  .41

  .39

  .53

Net realized and unrealized gain (loss)

  2.11

  (2.55)

  3.55

  4.86

  (22.24)

Total from investment operations

  2.63

  (2.01)

  3.96

  5.25

  (21.71)

Distributions from net investment income

  (.41)

  (.50)

  (.38)

  (.39)

  (.44)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.41)

  (.65) G

  (.42)

  (.39)

  (2.11)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.87

$ 29.65

$ 32.31

$ 28.77

$ 23.91

Total Return A

  9.07%

  (6.39)%

  13.84%

  22.52%

  (47.51)%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.00%

  .95%

  .99%

  1.05%

  1.05%

Expenses net of fee waivers, if any

  1.00%

  .94%

  .99%

  1.05%

  1.05%

Expenses net of all reductions

  .97%

  .90%

  .95%

  1.00%

  1.01%

Net investment income (loss)

  1.75%

  1.66%

  1.40%

  1.60%

  1.54%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 294

$ 278

$ 319

$ 267

$ 159

Portfolio turnover rate D

  68%

  75%

  82%

  98%

  79%

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, 2012

(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. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

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

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost 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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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 under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Book-tax differences are primarily due to 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

$ 1,161,331

Gross unrealized depreciation

(475,922)

Net unrealized appreciation (depreciation) on securities and other investments

$ 685,409

 

 

Tax Cost

$ 7,724,523

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

Undistributed ordinary income

$ 134,442

Capital loss carryforward

$ (1,554,149)

Net unrealized appreciation (depreciation)

$ 684,309

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

Fiscal year of expiration

 

2017

$ (1,350,018)

No expiration

 

Short-term

$ (204,131)

Total capital loss carryforward

$ (1,554,149)

The tax character of distributions paid was as follows:

 

October 31, 2012

 

October 31, 2011

Ordinary Income

$ 118,968

 

$ 198,026

Annual Report

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $5,561,781 and $6,703,146, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Discovery as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .74% 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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 733

$ 11

Class T

.25%

.25%

262

1

Class B

.75%

.25%

86

64

Class C

.75%

.25%

303

21

 

 

 

$ 1,384

$ 97

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 45

Class T

6

Class B*

18

Class C*

1

 

$ 70

* 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

5. Fees and Other Transactions with Affiliates - continued

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

Class A

$ 891

.30

Class T

159

.30

Class B

26

.30

Class C

91

.30

International Discovery

13,666

.23

Class K

764

.05

Institutional Class

598

.21

 

$ 16,195

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $13 for the period.

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

Borrower or Lender

Average Loan
Balance

Weighted Average Interest Rate

Interest Expense

Borrower

$ 17,873

.34%

$ 5

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $23 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $4,230, including $18 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $2,500 for the period.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 3,123

$ 4,617

Class T

388

859

Class B

6

51

Class C

44

184

International Discovery

90,633

121,061

Class K

20,917

18,291

Institutional Class

3,857

4,873

Total

$ 118,968

$ 149,936

From net realized gain

 

 

Class A

$ -

$ 1,880

Class T

-

439

Class B

-

69

Class C

-

209

International Discovery

-

38,831

Class K

-

5,143

Institutional Class

-

1,519

Total

$ -

$ 48,090

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

1,927

2,821

$ 56,732

$ 91,649

Reinvestment of distributions

101

173

2,828

5,606

Shares redeemed

(3,468)

(4,335)

(100,935)

(139,721)

Net increase (decrease)

(1,440)

(1,341)

$ (41,375)

$ (42,466)

Class T

 

 

 

 

Shares sold

220

443

$ 6,409

$ 14,328

Reinvestment of distributions

13

38

369

1,235

Shares redeemed

(860)

(1,286)

(25,207)

(41,028)

Net increase (decrease)

(627)

(805)

$ (18,429)

$ (25,465)

Class B

 

 

 

 

Shares sold

3

21

$ 87

$ 671

Reinvestment of distributions

-

3

5

111

Shares redeemed

(113)

(130)

(3,297)

(4,124)

Net increase (decrease)

(110)

(106)

$ (3,205)

$ (3,342)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class C

 

 

 

 

Shares sold

212

183

$ 6,111

$ 5,847

Reinvestment of distributions

1

11

39

344

Shares redeemed

(395)

(437)

(11,440)

(13,875)

Net increase (decrease)

(182)

(243)

$ (5,290)

$ (7,684)

International Discovery

 

 

 

 

Shares sold

20,324

32,543

$ 608,478

$ 1,052,266

Reinvestment of distributions

3,081

4,718

86,858

153,551

Shares redeemed

(65,748)

(59,489)

(1,937,202)

(1,934,353)

Net increase (decrease)

(42,343)

(22,228)

$ (1,241,866)

$ (728,536)

Class K

 

 

 

 

Shares sold

26,836

18,148

$ 788,860

$ 593,408

Reinvestment of distributions

744

722

20,917

23,434

Shares redeemed

(13,817)

(10,275)

(410,022)

(330,258)

Net increase (decrease)

13,763

8,595

$ 399,755

$ 286,584

Institutional Class

 

 

 

 

Shares sold

2,049

2,364

$ 59,460

$ 75,348

Reinvestment of distributions

53

69

1,502

2,254

Shares redeemed

(2,256)

(2,923)

(65,914)

(94,034)

Net increase (decrease)

(154)

(490)

$ (4,952)

$ (16,432)

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, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

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

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

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

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

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

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

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

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

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

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

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

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

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

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity International Discovery 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

12/10/12

12/07/12

$0.607

$0.032

Class K designates 1% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class K 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

Class K

12/05/11

$0.501

$0.0345

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

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

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

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, 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 (top of box) and the 75th percentile return (bottom 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

igk648826

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 third quartile for the one- and three-year periods and the second quartile for the five-year period. The Board also noted that the investment performance of the fund was lower than its benchmark for the one- and three-year periods, although the five-year cumulative total return of Institutional Class (Class I) compared favorably to its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions to improve the fund's disappointing performance relative to its peer group and benchmark. 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 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked 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

igk648828

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 2011. 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, the retail class, and Class K ranked below its competitive median for 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

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

The Northern Trust Company
Chicago, IL

IGI-K-UANN-1212
1.863305.104

Fidelity®

International Discovery

Fund

Annual Report

October 31, 2012

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

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

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


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2012

Past 1
year

Past 5
years

Past 10
years

Fidelity® International Discovery Fund A

9.03%

-5.70%

9.11%

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, 2002. 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.

igi374584

Annual Report


Management's Discussion of Fund Performance

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

Comments from William Kennedy, Portfolio Manager of Fidelity® International Discovery Fund: For the year, the fund's Retail Class shares returned 9.03%, outpacing the 4.76% gain of the MSCI® EAFE® Index. Security selection drove relative performance, with particularly strong contributions from my choices within Europe ex U.K., Japan and emerging markets. Stock picks in consumer staples and information technology also helped. Top individual contributors included Netherlands-based digital security leader Gemalto, whose strong gain was fueled by the worldwide growth of mobile and cloud computing. Shares of Hong Kong's Techtronic Industries, whose products include Ryobi power tools and Hoover vacuums, moved sharply higher, due to resilience in the U.S., where it sells a lot of its goods. An investment in drugstore retailer Cosmos Pharmaceutical in Japan also helped, buoyed by expansion into new markets. By contrast, security selection in the U.K. detracted. The biggest individual disappointments were online retailers in Japan: Start Today and Rakuten. Both stocks declined as business slowed and competition increased. Techtronic, Cosmos and Start Today were not in the index, and Start Today was not held 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

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

Class A

1.41%

 

 

 

Actual

 

$ 1,000.00

$ 1,033.30

$ 7.21

HypotheticalA

 

$ 1,000.00

$ 1,018.05

$ 7.15

Class T

1.67%

 

 

 

Actual

 

$ 1,000.00

$ 1,031.90

$ 8.53

HypotheticalA

 

$ 1,000.00

$ 1,016.74

$ 8.47

Class B

2.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,029.30

$ 11.02

HypotheticalA

 

$ 1,000.00

$ 1,014.28

$ 10.94

Class C

2.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,029.60

$ 11.02

HypotheticalA

 

$ 1,000.00

$ 1,014.28

$ 10.94

International Discovery

1.08%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.00

$ 5.52

HypotheticalA

 

$ 1,000.00

$ 1,019.71

$ 5.48

Class K

.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.70

$ 4.61

HypotheticalA

 

$ 1,000.00

$ 1,020.61

$ 4.57

Institutional Class

1.07%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.10

$ 5.47

HypotheticalA

 

$ 1,000.00

$ 1,019.76

$ 5.43

A 5% return per year before expenses

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

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

igi374586

United Kingdom 21.2%

 

igi374588

Japan 16.1%

 

igi374590

France 8.5%

 

igi374592

Germany 8.3%

 

igi374594

United States of America 7.0%

 

igi374596

Switzerland 5.3%

 

igi374598

Netherlands 3.2%

 

igi374600

Australia 3.0%

 

igi374602

Italy 2.7%

 

jmcw

Other 24.7%

 

igi374606

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

As of April 30, 2012

igi374586

United Kingdom 21.0%

 

igi374588

Japan 16.7%

 

igi374590

United States of America 6.7%

 

igi374592

France 6.2%

 

igi374594

Germany 5.4%

 

igi374596

Netherlands 4.7%

 

igi374598

Switzerland 4.5%

 

igi374600

Korea (South) 3.9%

 

igi374602

Australia 3.4%

 

jmcw

Other 27.5%

 

igi374618

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Investment Companies

96.7

97.5

Short-Term Investments and Net Other Assets (Liabilities)

3.3

2.5

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.6

2.7

ORIX Corp. (Japan, Diversified Financial Services)

1.6

1.5

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.6

1.3

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

1.6

1.4

BHP Billiton PLC (United Kingdom, Metals & Mining)

1.5

1.3

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

1.5

1.3

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.4

1.1

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

1.4

1.8

Diageo PLC (United Kingdom, Beverages)

1.4

1.2

BNP Paribas SA (France, Commercial Banks)

1.3

0.7

 

15.9

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

23.0

18.9

Consumer Discretionary

15.5

15.8

Industrials

13.5

12.6

Information Technology

10.4

12.7

Consumer Staples

9.7

11.2

Health Care

7.2

6.5

Materials

6.4

7.5

Energy

5.9

6.7

Telecommunication Services

4.2

4.9

Utilities

0.9

0.7

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 95.5%

Shares

Value (000s)

Australia - 3.0%

Australia & New Zealand Banking Group Ltd.

4,818,449

$ 127,296

Commonwealth Bank of Australia

1,009,530

60,519

Ramsay Health Care Ltd.

1,305,776

32,206

Spark Infrastructure Group unit

19,962,099

35,020

TOTAL AUSTRALIA

255,041

Bailiwick of Jersey - 1.9%

Experian PLC

5,023,200

86,736

Wolseley PLC

1,576,864

68,935

TOTAL BAILIWICK OF JERSEY

155,671

Belgium - 1.6%

Anheuser-Busch InBev SA NV

1,604,727

134,205

Bermuda - 0.5%

Cheung Kong Infrastructure Holdings Ltd.

6,458,000

37,831

Brazil - 1.2%

Arezzo Industria e Comercio SA

570,800

10,188

Qualicorp SA (a)

4,567,000

46,861

Souza Cruz SA

1,909,200

24,910

Totvs SA

1,077,500

21,910

TOTAL BRAZIL

103,869

British Virgin Islands - 0.3%

Gem Diamonds Ltd. (a)

716,328

1,951

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

676,800

22,571

TOTAL BRITISH VIRGIN ISLANDS

24,522

Canada - 0.5%

Goldcorp, Inc.

571,200

25,822

InterOil Corp. (a)(d)

204,400

13,180

TOTAL CANADA

39,002

Cayman Islands - 0.4%

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

439,400

15,203

Sands China Ltd.

4,911,200

18,472

TOTAL CAYMAN ISLANDS

33,675

Denmark - 1.9%

Novo Nordisk A/S Series B

819,389

131,361

William Demant Holding A/S (a)

337,100

28,993

TOTAL DENMARK

160,354

Common Stocks - continued

Shares

Value (000s)

France - 8.5%

Arkema SA

341,370

$ 31,123

Atos Origin SA

384,842

25,843

AXA SA

4,066,402

64,645

BNP Paribas SA

2,238,845

112,622

Bureau Veritas SA

535,700

56,888

Credit Agricole SA (a)

3,474,800

26,158

Iliad SA

339,150

52,245

Lafarge SA (Bearer)

458,700

26,861

LVMH Moet Hennessy - Louis Vuitton SA

428,223

69,602

PPR SA

398,700

70,101

Sanofi SA

953,011

83,701

Schneider Electric SA

1,208,000

75,524

Technip SA

192,300

21,660

TOTAL FRANCE

716,973

Germany - 7.1%

Aareal Bank AG (a)

1,044,895

22,414

Allianz AG

385,690

47,822

BASF AG

979,717

81,182

Bayerische Motoren Werke AG (BMW)

959,142

76,394

Brenntag AG

288,900

36,412

Fresenius Medical Care AG & Co. KGaA

384,000

26,981

Fresenius SE & Co. KGaA

161,700

18,444

GEA Group AG

992,880

31,002

Gerry Weber International AG (Bearer)

320,600

14,552

GSW Immobilien AG

497,845

20,484

HeidelbergCement Finance AG

504,300

26,728

MTU Aero Engines Holdings AG

286,300

24,039

SAP AG

1,172,710

85,518

Siemens AG

442,361

44,572

Wirecard AG

1,592,900

36,400

TOTAL GERMANY

592,944

Hong Kong - 1.9%

AIA Group Ltd.

15,454,400

61,219

HKT Trust / HKT Ltd. unit

23,518,000

21,818

Techtronic Industries Co. Ltd.

39,683,000

75,576

TOTAL HONG KONG

158,613

India - 1.0%

Apollo Hospitals Enterprise Ltd.

442,506

6,415

Common Stocks - continued

Shares

Value (000s)

India - continued

Housing Development Finance Corp. Ltd.

3,327,565

$ 47,147

Titan Industries Ltd.

6,456,377

31,115

TOTAL INDIA

84,677

Indonesia - 0.7%

PT Media Nusantara Citra Tbk

42,573,500

12,522

PT Sarana Menara Nusantara Tbk (a)

6,310,500

12,811

PT Tower Bersama Infrastructure Tbk (a)

55,223,500

28,747

TOTAL INDONESIA

54,080

Ireland - 1.8%

Accenture PLC Class A

854,400

57,595

James Hardie Industries NV CDI

6,070,470

58,162

Paddy Power PLC (Ireland)

503,500

37,160

TOTAL IRELAND

152,917

Israel - 0.4%

Check Point Software Technologies Ltd. (a)

743,300

33,099

Italy - 2.7%

ENI SpA

2,799,900

64,428

Fiat Industrial SpA

3,323,832

35,995

Prada SpA

4,029,100

32,856

Prysmian SpA

1,518,800

29,214

Saipem SpA

1,502,203

67,486

TOTAL ITALY

229,979

Japan - 16.1%

ABC-Mart, Inc.

1,177,300

51,617

Aeon Credit Service Co. Ltd.

2,050,800

43,518

Aozora Bank Ltd.

7,872,000

22,187

Calbee, Inc.

351,700

32,293

Chiyoda Corp.

2,780,000

44,853

Cosmos Pharmaceutical Corp.

419,800

41,386

Credit Saison Co. Ltd.

881,500

19,357

Daito Trust Construction Co. Ltd.

212,800

21,485

Don Quijote Co. Ltd.

1,818,400

71,638

Fanuc Corp.

290,400

46,236

Fast Retailing Co. Ltd.

210,800

46,950

Hitachi Ltd.

8,642,000

45,792

Honda Motor Co. Ltd.

1,472,400

44,265

Japan Tobacco, Inc.

2,815,200

77,794

JS Group Corp.

1,856,500

41,046

Common Stocks - continued

Shares

Value (000s)

Japan - continued

JSR Corp.

2,283,400

$ 39,129

Kakaku.com, Inc.

810,600

27,771

Keyence Corp.

304,060

80,671

Mitsubishi Estate Co. Ltd.

2,651,000

52,436

Mitsubishi UFJ Financial Group, Inc.

15,161,400

68,590

Nintendo Co. Ltd.

201,200

25,909

ORIX Corp.

1,321,050

135,696

Park24 Co. Ltd.

1,342,800

23,078

Rakuten, Inc.

7,986,500

71,831

Seven Bank Ltd.

12,837,900

36,666

Ship Healthcare Holdings, Inc.

534,800

17,840

So-net M3, Inc.

5,725

11,001

Softbank Corp.

775,300

24,542

Suzuki Motor Corp.

1,383,700

31,338

Unicharm Corp.

622,700

33,697

USS Co. Ltd.

196,050

20,605

TOTAL JAPAN

1,351,217

Korea (South) - 2.5%

Hyundai Motor Co.

273,935

56,404

Kia Motors Corp.

285,255

15,854

LG Household & Health Care Ltd.

56,182

33,029

NHN Corp.

64,289

14,888

Orion Corp.

14,973

14,062

Samsung Electronics Co. Ltd.

64,872

77,943

TOTAL KOREA (SOUTH)

212,180

Luxembourg - 0.6%

Brait SA

6,003,514

23,611

Samsonite International SA

12,773,700

26,536

TOTAL LUXEMBOURG

50,147

Netherlands - 3.2%

AEGON NV

5,028,800

28,124

ASML Holding NV

1,002,900

55,129

Gemalto NV

609,781

55,025

ING Groep NV (Certificaten Van Aandelen) (a)

5,244,400

46,665

LyondellBasell Industries NV Class A

474,800

25,350

Randstad Holding NV

687,872

22,455

Yandex NV (a)

1,582,600

36,843

TOTAL NETHERLANDS

269,591

Common Stocks - continued

Shares

Value (000s)

Norway - 1.1%

DnB NOR ASA

5,448,955

$ 68,049

Gjensidige Forsikring ASA

1,761,200

25,732

TOTAL NORWAY

93,781

Poland - 0.5%

Eurocash SA

3,593,990

43,891

Qatar - 0.2%

Commercial Bank of Qatar GDR (Reg. S)

5,094,802

20,122

Russia - 0.6%

Mobile TeleSystems OJSC sponsored ADR

2,888,700

49,512

South Africa - 0.4%

Shoprite Holdings Ltd.

1,552,300

31,921

Spain - 2.2%

Amadeus IT Holding SA Class A

1,011,100

25,031

Banco Bilbao Vizcaya Argentaria SA

6,088,557

50,876

Grifols SA ADR

1,151,000

28,959

Inditex SA

651,829

83,169

TOTAL SPAIN

188,035

Sweden - 2.4%

Atlas Copco AB (A Shares)

2,847,300

70,014

Intrum Justitia AB

1,835,800

26,570

Svenska Handelsbanken AB (A Shares)

1,879,500

64,379

Swedish Match Co. AB

1,250,800

42,618

TOTAL SWEDEN

203,581

Switzerland - 5.3%

Adecco SA (Reg.)

574,043

27,762

Partners Group Holding AG

230,056

48,689

Roche Holding AG (participation certificate)

394,417

75,851

Schindler Holding AG (participation certificate)

554,147

73,010

SGS SA (Reg.)

12,520

26,511

Swatch Group AG (Bearer)

36,702

15,188

Syngenta AG (Switzerland)

81,540

31,792

UBS AG

4,126,610

61,914

Zurich Financial Services AG

346,539

85,398

TOTAL SWITZERLAND

446,115

Turkey - 0.1%

Boyner Buyuk Magazacilik A/S (a)(e)

4,683,100

10,764

United Kingdom - 21.2%

Aberdeen Asset Management PLC

5,975,132

31,289

Common Stocks - continued

Shares

Value (000s)

United Kingdom - continued

Aggreko PLC

1,385,300

$ 48,064

Anglo American PLC (United Kingdom)

774,600

23,788

Ashmore Group PLC

3,169,400

18,602

Barclays PLC

12,279,312

45,406

Bellway PLC

972,300

15,863

BG Group PLC

4,571,872

84,661

BHP Billiton PLC

3,972,023

127,308

British American Tobacco PLC (United Kingdom)

2,438,600

120,954

British Land Co. PLC

5,756,734

49,097

Diageo PLC

4,065,857

116,237

Domino's Pizza UK & IRL PLC

2,378,100

19,399

GlaxoSmithKline PLC

2,658,600

59,572

Hikma Pharmaceuticals PLC

1,964,745

23,447

HSBC Holdings PLC (United Kingdom)

10,856,757

107,040

Intertek Group PLC

748,200

34,037

Jazztel PLC (a)

5,843,900

38,706

Legal & General Group PLC

36,980,100

79,967

Lloyds Banking Group PLC (a)

46,760,800

30,792

London Stock Exchange Group PLC

1,497,400

23,572

Meggitt PLC

6,792,200

42,309

Next PLC

514,144

29,587

Ocado Group PLC (a)(d)

14,388,400

14,976

Persimmon PLC

2,345,100

30,086

Rolls-Royce Group PLC

4,197,715

57,884

Rolls-Royce Group PLC Class C

319,026,340

515

Rotork PLC

717,800

26,387

Royal Dutch Shell PLC Class B (United Kingdom)

6,206,463

219,543

SABMiller PLC

1,096,800

46,984

Standard Chartered PLC (United Kingdom)

1,697,617

40,093

Taylor Wimpey PLC

21,518,200

21,217

The Weir Group PLC

747,600

21,016

Ultra Electronics Holdings PLC

614,667

16,793

Vodafone Group PLC

45,146,543

122,602

TOTAL UNITED KINGDOM

1,787,793

United States of America - 3.7%

Beam, Inc.

387,400

21,524

Citrix Systems, Inc. (a)

303,600

18,766

Cognizant Technology Solutions Corp. Class A (a)

405,700

27,040

Dollar General Corp. (a)

378,800

18,417

GNC Holdings, Inc.

770,900

29,811

MasterCard, Inc. Class A

160,100

73,795

Common Stocks - continued

Shares

Value (000s)

United States of America - continued

Michael Kors Holdings Ltd.

542,300

$ 29,658

Royal Gold, Inc.

394,800

34,774

Total System Services, Inc.

1,094,700

24,620

Watson Pharmaceuticals, Inc. (a)

308,100

26,481

Workday, Inc.

102,600

4,976

TOTAL UNITED STATES OF AMERICA

309,862

TOTAL COMMON STOCKS

(Cost $7,245,196)


8,035,964

Nonconvertible Preferred Stocks - 1.2%

 

 

 

 

Germany - 1.2%

Volkswagen AG
(Cost $69,724)

478,400


98,964

Investment Companies - 0.0%

 

 

 

 

Cyprus - 0.0%

Aisi Realty Public Ltd. (a)
(Cost $7,371)

529,830


628

Money Market Funds - 3.2%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

250,136,921

250,137

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

24,238,785

24,239

TOTAL MONEY MARKET FUNDS

(Cost $274,376)


274,376

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $7,596,667)

8,409,932

NET OTHER ASSETS (LIABILITIES) - 0.1%

6,607

NET ASSETS - 100%

$ 8,416,539

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.

(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

$ 136

Fidelity Securities Lending Cash Central Fund

4,230

Total

$ 4,366

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.

$ 240

$ 469

$ -

$ -

$ -

Boyner Buyuk Magazacilik A/S

10,096

-

1,569

-

10,764

China Kanghui Holdings sponsored ADR

27,375

-

53,149

-

-

Total

$ 37,711

$ 469

$ 54,718

$ -

$ 10,764

Other Information

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

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

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 1,302,675

$ 1,258,410

$ 44,265

$ -

Consumer Staples

815,505

444,109

371,396

-

Energy

486,161

202,190

283,971

-

Financials

1,939,678

1,500,271

439,407

-

Health Care

618,113

316,498

301,615

-

Industrials

1,137,857

1,093,285

44,572

-

Information Technology

877,135

791,617

85,518

-

Materials

533,970

374,870

159,100

-

Telecommunication Services

350,983

228,381

122,602

-

Utilities

72,851

72,851

-

-

Investment Companies

628

628

-

-

Money Market Funds

274,376

274,376

-

-

Total Investments in Securities:

$ 8,409,932

$ 6,557,486

$ 1,852,446

$ -

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

Transfers

Total (000s)

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 1,546,324

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, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $22,961) - See accompanying schedule:

Unaffiliated issuers (cost $7,310,529)

$ 8,124,792

 

Fidelity Central Funds (cost $274,376)

274,376

 

Other affiliated issuers (cost $11,762)

10,764

 

Total Investments (cost $7,596,667)

 

$ 8,409,932

Receivable for investments sold

58,219

Receivable for fund shares sold

9,069

Dividends receivable

15,860

Distributions receivable from Fidelity Central Funds

76

Other receivables

4,417

Total assets

8,497,573

 

 

 

Liabilities

Payable for investments purchased

$ 8,942

Payable for fund shares redeemed

39,507

Accrued management fee

6,216

Distribution and service plan fees payable

113

Other affiliated payables

1,450

Other payables and accrued expenses

567

Collateral on securities loaned, at value

24,239

Total liabilities

81,034

 

 

 

Net Assets

$ 8,416,539

Net Assets consist of:

 

Paid in capital

$ 9,152,089

Undistributed net investment income

126,507

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

(1,674,222)

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

812,165

Net Assets

$ 8,416,539

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, 2012

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share ($298,501 ÷ 9,429.0 shares)

$ 31.66

 

 

 

Maximum offering price per share (100/94.25 of $31.66)

$ 33.59

Class T:
Net Asset Value
and redemption price per share ($45,884 ÷ 1,460.2 shares)

$ 31.42

 

 

 

Maximum offering price per share (100/96.50 of $31.42)

$ 32.56

Class B:
Net Asset Value
and offering price per share ($7,536 ÷ 240.9 shares)A

$ 31.28

 

 

 

Class C:
Net Asset Value
and offering price per share ($29,746 ÷ 949.8 shares)A

$ 31.32

 

 

 

International Discovery:
Net Asset Value
, offering price and redemption price per share ($5,964,762 ÷ 186,908.1 shares)

$ 31.91

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($1,775,900 ÷ 55,719.4 shares)

$ 31.87

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($294,210 ÷ 9,232.8 shares)

$ 31.87

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, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 229,743

Interest

 

19

Income from Fidelity Central Funds

 

4,366

Income before foreign taxes withheld

 

234,128

Less foreign taxes withheld

 

(11,538)

Total income

 

222,590

 

 

 

Expenses

Management fee
Basic fee

$ 58,065

Performance adjustment

2,707

Transfer agent fees

16,195

Distribution and service plan fees

1,384

Accounting and security lending fees

1,720

Custodian fees and expenses

1,316

Independent trustees' compensation

54

Registration fees

181

Audit

114

Legal

42

Interest

5

Miscellaneous

95

Total expenses before reductions

81,878

Expense reductions

(2,500)

79,378

Net investment income (loss)

143,212

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(217,363)

Other affiliated issuers

11,560

 

Foreign currency transactions

(1,776)

Total net realized gain (loss)

 

(207,579)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $1,062)

763,571

Assets and liabilities in foreign currencies

(1,430)

Total change in net unrealized appreciation (depreciation)

 

762,141

Net gain (loss)

554,562

Net increase (decrease) in net assets resulting from operations

$ 697,774

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,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 143,212

$ 161,608

Net realized gain (loss)

(207,579)

501,938

Change in net unrealized appreciation (depreciation)

762,141

(1,247,522)

Net increase (decrease) in net assets resulting
from operations

697,774

(583,976)

Distributions to shareholders from net investment income

(118,968)

(149,936)

Distributions to shareholders from net realized gain

-

(48,090)

Total distributions

(118,968)

(198,026)

Share transactions - net increase (decrease)

(915,362)

(537,341)

Redemption fees

128

160

Total increase (decrease) in net assets

(336,428)

(1,319,183)

 

 

 

Net Assets

Beginning of period

8,752,967

10,072,150

End of period (including undistributed net investment income of $126,507 and undistributed net investment income of $102,433, respectively)

$ 8,416,539

$ 8,752,967

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.43

$ 32.07

$ 28.57

$ 23.68

$ 47.34

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .41

  .42

  .31

  .31

  .46

Net realized and unrealized gain (loss)

  2.11

  (2.52)

  3.51

  4.84

  (22.08)

Total from investment operations

  2.52

  (2.10)

  3.82

  5.15

  (21.62)

Distributions from net investment income

  (.29)

  (.38)

  (.28)

  (.26)

  (.37)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.29)

  (.54)

  (.32)

  (.26)

  (2.04)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.66

$ 29.43

$ 32.07

$ 28.57

$ 23.68

Total Return A, B

  8.70%

  (6.71)%

  13.43%

  22.14%

  (47.65)%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.34%

  1.30%

  1.33%

  1.37%

  1.32%

Expenses net of fee waivers, if any

  1.34%

  1.29%

  1.33%

  1.37%

  1.32%

Expenses net of all reductions

  1.31%

  1.25%

  1.28%

  1.32%

  1.29%

Net investment income (loss)

  1.41%

  1.31%

  1.06%

  1.28%

  1.27%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 299

$ 320

$ 392

$ 414

$ 380

Portfolio turnover rate E

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.18

$ 31.81

$ 28.35

$ 23.49

$ 47.06

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .34

  .34

  .23

  .24

  .33

Net realized and unrealized gain (loss)

  2.09

  (2.51)

  3.48

  4.81

  (21.94)

Total from investment operations

  2.43

  (2.17)

  3.71

  5.05

  (21.61)

Distributions from net investment income

  (.19)

  (.30)

  (.21)

  (.19)

  (.29)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.19)

  (.46)

  (.25)

  (.19)

  (1.96)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.42

$ 29.18

$ 31.81

$ 28.35

$ 23.49

Total Return A, B

  8.41%

  (6.96)%

  13.14%

  21.79%

  (47.84)%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.59%

  1.56%

  1.60%

  1.65%

  1.68%

Expenses net of fee waivers, if any

  1.59%

  1.55%

  1.60%

  1.65%

  1.68%

Expenses net of all reductions

  1.56%

  1.51%

  1.56%

  1.60%

  1.64%

Net investment income (loss)

  1.16%

  1.05%

  .79%

  1.00%

  .91%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 46

$ 61

$ 92

$ 83

$ 64

Portfolio turnover rate E

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.02

$ 31.60

$ 28.18

$ 23.25

$ 46.70

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .19

  .17

  .08

  .12

  .15

Net realized and unrealized gain (loss)

  2.09

  (2.48)

  3.44

  4.81

  (21.77)

Total from investment operations

  2.28

  (2.31)

  3.52

  4.93

  (21.62)

Distributions from net investment income

  (.02)

  (.12)

  (.06)

  -

  (.16)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.02)

  (.27) H

  (.10)

  -

  (1.83)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.28

$ 29.02

$ 31.60

$ 28.18

$ 23.25

Total Return A, B

  7.85%

  (7.39)%

  12.52%

  21.20%

  (48.11)%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.09%

  2.06%

  2.12%

  2.16%

  2.19%

Expenses net of fee waivers, if any

  2.09%

  2.06%

  2.12%

  2.16%

  2.19%

Expenses net of all reductions

  2.06%

  2.02%

  2.08%

  2.11%

  2.15%

Net investment income (loss)

  .66%

  .54%

  .27%

  .49%

  .40%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 8

$ 10

$ 14

$ 16

$ 15

Portfolio turnover rate E

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.08

$ 31.68

$ 28.23

$ 23.31

$ 46.82

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .19

  .18

  .09

  .12

  .15

Net realized and unrealized gain (loss)

  2.09

  (2.49)

  3.45

  4.82

  (21.82)

Total from investment operations

  2.28

  (2.31)

  3.54

  4.94

  (21.67)

Distributions from net investment income

  (.04)

  (.14)

  (.05)

  (.02)

  (.17)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.04)

  (.29) H

  (.09)

  (.02)

  (1.84)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.32

$ 29.08

$ 31.68

$ 28.23

$ 23.31

Total Return A, B

  7.86%

  (7.37)%

  12.54%

  21.22%

  (48.10)%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.09%

  2.05%

  2.09%

  2.14%

  2.17%

Expenses net of fee waivers, if any

  2.09%

  2.04%

  2.09%

  2.14%

  2.17%

Expenses net of all reductions

  2.06%

  2.00%

  2.05%

  2.09%

  2.13%

Net investment income (loss)

  .66%

  .56%

  .30%

  .51%

  .42%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 30

$ 33

$ 44

$ 43

$ 36

Portfolio turnover rate E

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.69

$ 32.34

$ 28.79

$ 23.88

$ 47.68

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .51

  .53

  .40

  .37

  .57

Net realized and unrealized gain (loss)

  2.12

  (2.54)

  3.54

  4.88

  (22.29)

Total from investment operations

  2.63

  (2.01)

  3.94

  5.25

  (21.72)

Distributions from net investment income

  (.41)

  (.48)

  (.35)

  (.34)

  (.41)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.41)

  (.64)

  (.39)

  (.34)

  (2.08)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.91

$ 29.69

$ 32.34

$ 28.79

$ 23.88

Total Return A

  9.03%

  (6.39)%

  13.76%

  22.47%

  (47.55)%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.01%

  .97%

  1.05%

  1.12%

  1.09%

Expenses net of fee waivers, if any

  1.01%

  .96%

  1.05%

  1.12%

  1.09%

Expenses net of all reductions

  .98%

  .92%

  1.00%

  1.07%

  1.05%

Net investment income (loss)

  1.73%

  1.64%

  1.35%

  1.53%

  1.51%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 5,965

$ 6,806

$ 8,133

$ 8,114

$ 6,999

Portfolio turnover rate D

  68%

  75%

  82%

  98%

  79%

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,

2012

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.66

$ 32.32

$ 28.78

$ 23.90

$ 40.32

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .57

  .58

  .46

  .44

  .10

Net realized and unrealized gain (loss)

  2.11

  (2.54)

  3.53

  4.86

  (16.52)

Total from investment operations

  2.68

  (1.96)

  3.99

  5.30

  (16.42)

Distributions from net investment income

  (.47)

  (.55)

  (.41)

  (.42)

  -

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  -

Total distributions

  (.47)

  (.70) J

  (.45)

  (.42)

  -

Redemption fees added to paid in capital D, I

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.87

$ 29.66

$ 32.32

$ 28.78

$ 23.90

Total Return B, C

  9.24%

  (6.24)%

  13.96%

  22.80%

  (40.72)%

Ratios to Average Net Assets E, H

 

 

 

 

 

Expenses before reductions

  .83%

  .80%

  .84%

  .88%

  .93% A

Expenses net of fee waivers, if any

  .83%

  .79%

  .84%

  .88%

  .93% A

Expenses net of all reductions

  .80%

  .75%

  .79%

  .83%

  .89% A

Net investment income (loss)

  1.91%

  1.81%

  1.55%

  1.77%

  .83% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 1,776

$ 1,245

$ 1,078

$ 674

$ 145

Portfolio turnover rate F

  68%

  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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.65

$ 32.31

$ 28.77

$ 23.91

$ 47.73

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .52

  .54

  .41

  .39

  .53

Net realized and unrealized gain (loss)

  2.11

  (2.55)

  3.55

  4.86

  (22.24)

Total from investment operations

  2.63

  (2.01)

  3.96

  5.25

  (21.71)

Distributions from net investment income

  (.41)

  (.50)

  (.38)

  (.39)

  (.44)

Distributions from net realized gain

  -

  (.16)

  (.04)

  -

  (1.67)

Total distributions

  (.41)

  (.65) G

  (.42)

  (.39)

  (2.11)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 31.87

$ 29.65

$ 32.31

$ 28.77

$ 23.91

Total Return A

  9.07%

  (6.39)%

  13.84%

  22.52%

  (47.51)%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.00%

  .95%

  .99%

  1.05%

  1.05%

Expenses net of fee waivers, if any

  1.00%

  .94%

  .99%

  1.05%

  1.05%

Expenses net of all reductions

  .97%

  .90%

  .95%

  1.00%

  1.01%

Net investment income (loss)

  1.75%

  1.66%

  1.40%

  1.60%

  1.54%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 294

$ 278

$ 319

$ 267

$ 159

Portfolio turnover rate D

  68%

  75%

  82%

  98%

  79%

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, 2012

(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. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

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

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

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

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost 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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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 under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Book-tax differences are primarily due to 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

$ 1,161,331

Gross unrealized depreciation

(475,922)

Net unrealized appreciation (depreciation) on securities and other investments

$ 685,409

 

 

Tax Cost

$ 7,724,523

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

Undistributed ordinary income

$ 134,442

Capital loss carryforward

$ (1,554,149)

Net unrealized appreciation (depreciation)

$ 684,309

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

Fiscal year of expiration

 

2017

$ (1,350,018)

No expiration

 

Short-term

$ (204,131)

Total capital loss carryforward

$ (1,554,149)

The tax character of distributions paid was as follows:

 

October 31, 2012

 

October 31, 2011

Ordinary Income

$ 118,968

 

$ 198,026

Annual Report

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $5,561,781 and $6,703,146, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Discovery as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .74% 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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 733

$ 11

Class T

.25%

.25%

262

1

Class B

.75%

.25%

86

64

Class C

.75%

.25%

303

21

 

 

 

$ 1,384

$ 97

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 45

Class T

6

Class B*

18

Class C*

1

 

$ 70

* 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

5. Fees and Other Transactions with Affiliates - continued

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

Class A

$ 891

.30

Class T

159

.30

Class B

26

.30

Class C

91

.30

International Discovery

13,666

.23

Class K

764

.05

Institutional Class

598

.21

 

$ 16,195

 

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $13 for the period.

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

Borrower or Lender

Average Loan
Balance

Weighted Average Interest Rate

Interest Expense

Borrower

$ 17,873

.34%

$ 5

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $23 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $4,230, including $18 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $2,500 for the period.

Annual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 3,123

$ 4,617

Class T

388

859

Class B

6

51

Class C

44

184

International Discovery

90,633

121,061

Class K

20,917

18,291

Institutional Class

3,857

4,873

Total

$ 118,968

$ 149,936

From net realized gain

 

 

Class A

$ -

$ 1,880

Class T

-

439

Class B

-

69

Class C

-

209

International Discovery

-

38,831

Class K

-

5,143

Institutional Class

-

1,519

Total

$ -

$ 48,090

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

1,927

2,821

$ 56,732

$ 91,649

Reinvestment of distributions

101

173

2,828

5,606

Shares redeemed

(3,468)

(4,335)

(100,935)

(139,721)

Net increase (decrease)

(1,440)

(1,341)

$ (41,375)

$ (42,466)

Class T

 

 

 

 

Shares sold

220

443

$ 6,409

$ 14,328

Reinvestment of distributions

13

38

369

1,235

Shares redeemed

(860)

(1,286)

(25,207)

(41,028)

Net increase (decrease)

(627)

(805)

$ (18,429)

$ (25,465)

Class B

 

 

 

 

Shares sold

3

21

$ 87

$ 671

Reinvestment of distributions

-

3

5

111

Shares redeemed

(113)

(130)

(3,297)

(4,124)

Net increase (decrease)

(110)

(106)

$ (3,205)

$ (3,342)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class C

 

 

 

 

Shares sold

212

183

$ 6,111

$ 5,847

Reinvestment of distributions

1

11

39

344

Shares redeemed

(395)

(437)

(11,440)

(13,875)

Net increase (decrease)

(182)

(243)

$ (5,290)

$ (7,684)

International Discovery

 

 

 

 

Shares sold

20,324

32,543

$ 608,478

$ 1,052,266

Reinvestment of distributions

3,081

4,718

86,858

153,551

Shares redeemed

(65,748)

(59,489)

(1,937,202)

(1,934,353)

Net increase (decrease)

(42,343)

(22,228)

$ (1,241,866)

$ (728,536)

Class K

 

 

 

 

Shares sold

26,836

18,148

$ 788,860

$ 593,408

Reinvestment of distributions

744

722

20,917

23,434

Shares redeemed

(13,817)

(10,275)

(410,022)

(330,258)

Net increase (decrease)

13,763

8,595

$ 399,755

$ 286,584

Institutional Class

 

 

 

 

Shares sold

2,049

2,364

$ 59,460

$ 75,348

Reinvestment of distributions

53

69

1,502

2,254

Shares redeemed

(2,256)

(2,923)

(65,914)

(94,034)

Net increase (decrease)

(154)

(490)

$ (4,952)

$ (16,432)

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, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

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

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

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

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

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

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

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

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

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

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

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

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

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

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

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

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity International Discovery 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 Discovery Fund

12/10/12

12/07/12

$0.549

$0.032

International Discovery Fund designates 1% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

International Discovery Fund designates 100% of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

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

 

Pay Date

Income

Taxes

International Discovery Fund

12/05/11

$0.440

$0.0345

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

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

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

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

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

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, 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 (top of box) and the 75th percentile return (bottom 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

igi374620

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 third quartile for the one- and three-year periods and the second quartile for the five-year period. The Board also noted that the investment performance of the fund was lower than its benchmark for the one- and three-year periods, although the five-year cumulative total return of Institutional Class (Class I) compared favorably to its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions to improve the fund's disappointing performance relative to its peer group and benchmark. 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 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked 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

igi374622

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 2011. 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, the retail class, and Class K ranked below its competitive median for 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Northern Trust Company
Chicago, IL

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 graphic)
1-800-544-5555

(automated graphic)
Automated line for quickest service

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

IGI-UANN-1212
1.807257.108

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

International Growth

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

Annual Report

October 31, 2012

(Fidelity Cover Art)

Class A, Class T,
Class B, and Class C are
classes of Fidelity®
International Growth Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to 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. © 2012 FMR LLC. All rights reserved.

Annual Report

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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, 2012

Past 1
year

Life of
fund
A

  Class A (incl. 5.75% sales charge)

4.71%

-2.74%

  Class T (incl. 3.50% sales charge)

6.94%

-2.53%

  Class B (incl. contingent deferred sales charge) B

5.17%

-2.71%

  Class C (incl. contingent deferred sales charge) C

9.27%

-2.32%

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 2%, 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® Growth Index performed over the same period.

aig799489

Annual Report


Management's Discussion of Fund Performance

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

Comments from 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 returned 11.10%, 10.82%, 10.17% and 10.27%, respectively (excluding sales charges), easily outpacing the 4.77% advance of the MSCI® EAFE® Growth Index. Following the fund's bottom-up stock selection strategy, portfolio positioning in Japan and Europe was especially helpful. An out-of-benchmark allocation to globally oriented U.S.-based stocks also contributed, while stock picking in Canada was modestly negative. In sector terms, security selection was very strong in information technology, materials, industrials, consumer discretionary and health care, while my picks in only two groups - energy and telecommunication services - had a negative impact. The top individual contributor was Belgian brewer Anheuser-Busch InBev, while in health care, Australian biotechnology company CSL and Denmark's Novo Nordisk also added value. U.S.-based credit card networks MasterCard and Visa, neither of which is in the index, were additional contributors. In contrast, not owning Diageo, a strong-performing U.K.-based spirits company and benchmark component, hurt. Other notable detractors were U.K. natural gas producer BG Group and Bharti Airtel, an Indian telecommunication services provider and non-index stock that I sold before 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

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

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,012.50

$ 7.34

HypotheticalA

 

$ 1,000.00

$ 1,017.85

$ 7.35

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.40

$ 8.60

HypotheticalA

 

$ 1,000.00

$ 1,016.59

$ 8.62

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,007.90

$ 11.10

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,009.10

$ 11.11

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

International Growth

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,013.60

$ 6.07

HypotheticalA

 

$ 1,000.00

$ 1,019.10

$ 6.09

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,013.60

$ 6.07

HypotheticalA

 

$ 1,000.00

$ 1,019.10

$ 6.09

A 5% return per year before expenses

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

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

aig799491

United Kingdom 18.9%

 

aig799493

United States of America 18.2%

 

aig799495

Japan 10.9%

 

aig799497

Switzerland 9.1%

 

aig799499

Australia 5.4%

 

aig799501

Belgium 4.6%

 

aig799503

France 3.6%

 

aig799505

Sweden 3.5%

 

aig799507

Denmark 3.1%

 

jmcw

Other 22.7%

 

aig799511

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

As of April 30, 2012

aig799491

United Kingdom 18.3%

 

aig799493

United States of America 18.1%

 

aig799495

Japan 10.6%

 

aig799497

Switzerland 9.5%

 

aig799499

Belgium 4.2%

 

aig799501

Australia 4.0%

 

aig799503

Germany 3.8%

 

aig799505

Denmark 3.3%

 

aig799507

France 3.3%

 

jmcw

Other 24.9%

 

aig799523

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

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

98.1

97.4

Short-Term Investments and Net Other Assets (Liabilities)

1.9

2.6

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

5.0

5.0

Anheuser-Busch InBev SA NV (Belgium, Beverages)

3.6

3.3

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

2.7

2.5

GlaxoSmithKline PLC sponsored ADR (United Kingdom, Pharmaceuticals)

2.5

1.7

Linde AG (Germany, Chemicals)

2.4

2.4

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

2.4

2.9

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

2.3

2.0

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

2.0

1.8

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

2.0

1.9

CSL Ltd. (Australia, Biotechnology)

1.9

1.5

 

26.8

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Staples

24.2

22.4

Industrials

14.5

13.4

Consumer Discretionary

14.5

15.2

Materials

12.4

13.2

Health Care

11.4

9.5

Information Technology

8.4

7.5

Financials

7.2

10.9

Energy

5.5

4.9

Telecommunication Services

0.0

0.4

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 98.1%

Shares

Value

Australia - 5.4%

Coca-Cola Amatil Ltd.

147,671

$ 2,061,749

CSL Ltd.

74,105

3,653,923

Newcrest Mining Ltd.

45,609

1,251,313

Sydney Airport unit

179,470

631,553

Woodside Petroleum Ltd.

40,108

1,432,213

WorleyParsons Ltd.

50,089

1,282,714

TOTAL AUSTRALIA

10,313,465

Austria - 1.1%

Andritz AG

36,600

2,204,495

Bailiwick of Jersey - 1.1%

Informa PLC

86,364

557,758

Randgold Resources Ltd. sponsored ADR

12,335

1,475,143

TOTAL BAILIWICK OF JERSEY

2,032,901

Belgium - 4.6%

Anheuser-Busch InBev SA NV

82,391

6,890,455

Umicore SA

38,731

1,987,716

TOTAL BELGIUM

8,878,171

Bermuda - 0.8%

Lazard Ltd. Class A

20,292

597,802

Li & Fung Ltd.

519,000

870,575

TOTAL BERMUDA

1,468,377

Brazil - 1.1%

Arezzo Industria e Comercio SA

27,400

489,033

Iguatemi Empresa de Shopping Centers SA

49,200

624,977

Multiplan Empreendimentos Imobiliarios SA

33,800

990,177

TOTAL BRAZIL

2,104,187

Canada - 1.8%

Agnico-Eagle Mines Ltd. (Canada)

13,300

750,926

Fairfax Financial Holdings Ltd. (sub. vtg.)

1,300

482,266

First Quantum Minerals Ltd.

22,400

503,509

Goldcorp, Inc.

29,006

1,311,260

Open Text Corp. (a)

8,600

462,226

TOTAL CANADA

3,510,187

Common Stocks - continued

Shares

Value

Cayman Islands - 1.7%

Baidu.com, Inc. sponsored ADR (a)

8,080

$ 861,490

Sands China Ltd.

655,600

2,465,886

TOTAL CAYMAN ISLANDS

3,327,376

Denmark - 3.1%

Novo Nordisk A/S Series B sponsored ADR

32,400

5,193,396

William Demant Holding A/S (a)

9,700

834,267

TOTAL DENMARK

6,027,663

Finland - 1.5%

Nokian Tyres PLC

58,508

2,426,725

Outotec Oyj

9,000

438,267

TOTAL FINLAND

2,864,992

France - 3.6%

Alstom SA

47,499

1,622,260

Danone SA

46,652

2,867,694

Remy Cointreau SA

8,587

890,626

Safran SA

39,100

1,555,606

TOTAL FRANCE

6,936,186

Germany - 3.0%

Linde AG

27,941

4,698,991

Siemens AG sponsored ADR (d)

11,200

1,130,192

TOTAL GERMANY

5,829,183

Ireland - 1.8%

CRH PLC sponsored ADR

68,700

1,281,255

Elan Corp. PLC sponsored ADR (a)

65,784

710,467

James Hardie Industries NV sponsored ADR (d)

32,000

1,538,880

TOTAL IRELAND

3,530,602

Israel - 0.2%

Azrieli Group

19,200

428,628

Italy - 0.9%

Fiat Industrial SpA

115,401

1,249,716

Interpump Group SpA

75,351

572,324

TOTAL ITALY

1,822,040

Japan - 10.9%

Autobacs Seven Co. Ltd.

19,900

816,391

Denso Corp.

85,000

2,660,842

Fanuc Corp.

17,000

2,706,627

Common Stocks - continued

Shares

Value

Japan - continued

Fast Retailing Co. Ltd.

8,200

$ 1,826,331

Japan Tobacco, Inc.

27,700

765,454

JS Group Corp.

34,900

771,621

Keyence Corp.

10,062

2,669,587

Kobayashi Pharmaceutical Co. Ltd.

16,400

865,915

Mitsui Fudosan Co. Ltd.

55,000

1,111,299

Nintendo Co. Ltd.

8,000

1,030,189

Osaka Securities Exchange Co. Ltd.

10

37,267

SHO-BOND Holdings Co. Ltd.

15,600

471,537

SMC Corp.

5,500

866,717

Unicharm Corp.

24,900

1,347,463

USS Co. Ltd.

20,580

2,162,924

Yamato Kogyo Co. Ltd.

32,700

917,959

TOTAL JAPAN

21,028,123

Netherlands - 2.2%

ASML Holding NV

61,400

3,375,158

D.E. Master Blenders 1753 NV (a)

66,459

812,222

TOTAL NETHERLANDS

4,187,380

Portugal - 1.2%

Jeronimo Martins SGPS SA

127,352

2,228,409

South Africa - 0.4%

Clicks Group Ltd.

120,343

829,708

Spain - 1.6%

Inditex SA

18,214

2,323,979

Prosegur Compania de Seguridad SA (Reg.)

151,049

822,285

TOTAL SPAIN

3,146,264

Sweden - 3.5%

ASSA ABLOY AB (B Shares)

48,761

1,625,391

Fagerhult AB

15,400

380,769

H&M Hennes & Mauritz AB (B Shares)

74,630

2,525,959

Intrum Justitia AB

30,000

434,199

Swedish Match Co. AB

52,300

1,781,996

TOTAL SWEDEN

6,748,314

Switzerland - 9.1%

Nestle SA

152,687

9,689,468

Roche Holding AG (participation certificate)

22,817

4,387,979

Schindler Holding AG:

(participation certificate)

9,410

1,239,780

Common Stocks - continued

Shares

Value

Switzerland - continued

Schindler Holding AG: - continued

(Reg.)

1,530

$ 197,965

Swatch Group AG (Bearer)

2,480

1,026,299

UBS AG (NY Shares)

61,021

916,535

TOTAL SWITZERLAND

17,458,026

Turkey - 2.3%

Anadolu Efes Biracilik Ve Malt Sanayii A/S

43,800

657,305

Coca-Cola Icecek A/S

82,142

1,594,723

Turkiye Garanti Bankasi A/S

276,500

1,320,413

Turkiye Petrol Rafinerile A/S

32,687

798,712

TOTAL TURKEY

4,371,153

United Kingdom - 18.9%

Anglo American PLC:

ADR

25,200

387,324

(United Kingdom)

12,200

374,658

Babcock International Group PLC

79,300

1,251,550

BG Group PLC

247,955

4,591,577

BHP Billiton PLC ADR (d)

56,100

3,589,278

GlaxoSmithKline PLC sponsored ADR

107,600

4,831,240

InterContinental Hotel Group PLC ADR

94,530

2,327,329

Johnson Matthey PLC

48,477

1,759,387

Reckitt Benckiser Group PLC

53,945

3,264,515

Rexam PLC

141,583

1,020,618

Rolls-Royce Group PLC

167,537

2,310,250

Rolls-Royce Group PLC Class C

12,732,812

20,548

Rotork PLC

38,200

1,404,279

SABMiller PLC

75,766

3,245,588

Serco Group PLC

135,342

1,237,282

Shaftesbury PLC

62,933

556,539

Standard Chartered PLC (United Kingdom)

162,631

3,840,894

Unite Group PLC

103,000

470,558

TOTAL UNITED KINGDOM

36,483,414

United States of America - 16.3%

Allergan, Inc.

14,200

1,276,864

Amazon.com, Inc. (a)

5,500

1,280,510

Autoliv, Inc. (d)

33,400

1,923,840

Berkshire Hathaway, Inc. Class B (a)

23,023

1,988,036

BorgWarner, Inc. (a)

20,246

1,332,592

CME Group, Inc.

14,700

822,171

Cummins, Inc.

7,404

692,866

Common Stocks - continued

Shares

Value

United States of America - continued

Cymer, Inc. (a)

9,787

$ 779,926

FMC Technologies, Inc. (a)

24,788

1,013,829

Freeport-McMoRan Copper & Gold, Inc.

13,800

536,544

Martin Marietta Materials, Inc. (d)

6,000

493,860

MasterCard, Inc. Class A

7,400

3,410,882

Mead Johnson Nutrition Co. Class A

30,200

1,862,132

Mohawk Industries, Inc. (a)

11,200

934,864

National Oilwell Varco, Inc.

20,289

1,495,299

Philip Morris International, Inc.

44,508

3,941,628

PriceSmart, Inc.

9,200

763,508

ResMed, Inc.

26,100

1,042,434

Solera Holdings, Inc.

11,689

547,162

SS&C Technologies Holdings, Inc. (a)

19,300

463,779

Union Pacific Corp.

17,300

2,128,419

Visa, Inc. Class A

19,500

2,705,820

TOTAL UNITED STATES OF AMERICA

31,436,965

TOTAL COMMON STOCKS

(Cost $179,197,131)


189,196,209

Money Market Funds - 6.7%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

6,916,036

6,916,036

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

5,935,200

5,935,200

TOTAL MONEY MARKET FUNDS

(Cost $12,851,236)


12,851,236

TOTAL INVESTMENT PORTFOLIO - 104.8%

(Cost $192,048,367)

202,047,445

NET OTHER ASSETS (LIABILITIES) - (4.8)%

(9,201,174)

NET ASSETS - 100%

$ 192,846,271

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

$ 7,474

Fidelity Securities Lending Cash Central Fund

56,903

Total

$ 64,377

Other Information

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

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 27,951,837

$ 27,951,837

$ -

$ -

Consumer Staples

46,360,558

39,470,103

6,890,455

-

Energy

10,614,344

10,614,344

-

-

Financials

14,187,562

14,187,562

-

-

Health Care

21,930,570

21,930,570

-

-

Industrials

27,966,498

27,966,498

-

-

Information Technology

16,306,219

16,306,219

-

-

Materials

23,878,621

23,878,621

-

-

Money Market Funds

12,851,236

12,851,236

-

-

Total Investments in Securities:

$ 202,047,445

$ 195,156,990

$ 6,890,455

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 8,172,491

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $5,892,979) - See accompanying schedule:

Unaffiliated issuers (cost $179,197,131)

$ 189,196,209

 

Fidelity Central Funds (cost $12,851,236)

12,851,236

 

Total Investments (cost $192,048,367)

 

$ 202,047,445

Foreign currency held at value (cost $128)

128

Receivable for investments sold

193,639

Receivable for fund shares sold

861,534

Dividends receivable

270,403

Distributions receivable from Fidelity Central Funds

4,169

Receivable from investment adviser for expense reductions

33,993

Other receivables

7,075

Total assets

203,418,386

 

 

 

Liabilities

Payable for investments purchased

$ 4,214,811

Payable for fund shares redeemed

174,237

Accrued management fee

121,924

Distribution and service plan fees payable

14,452

Other affiliated payables

46,085

Other payables and accrued expenses

65,406

Collateral on securities loaned, at value

5,935,200

Total liabilities

10,572,115

 

 

 

Net Assets

$ 192,846,271

Net Assets consist of:

 

Paid in capital

$ 187,380,543

Undistributed net investment income

1,374,430

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(5,900,404)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

9,991,702

Net Assets

$ 192,846,271

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

  

October 31, 2012

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($21,874,352 ÷ 2,455,261 shares)

$ 8.91

 

 

 

Maximum offering price per share (100/94.25 of $8.91)

$ 9.45

Class T:
Net Asset Value
and redemption price per share ($10,689,976 ÷ 1,202,180 shares)

$ 8.89

 

 

 

Maximum offering price per share (100/96.50 of $8.89)

$ 9.21

Class B:
Net Asset Value
and offering price per share ($1,116,152 ÷ 125,639 shares)A

$ 8.88

 

 

 

Class C:
Net Asset Value
and offering price per share ($5,647,907 ÷ 638,785 shares)A

$ 8.84

 

 

 

International Growth:
Net Asset Value
, offering price and redemption price per share ($149,526,022 ÷ 16,710,639 shares)

$ 8.95

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($3,991,862 ÷ 446,301 shares)

$ 8.94

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, 2012

 

  

  

Investment Income

  

  

Dividends

 

$ 3,011,819

Interest

 

13

Income from Fidelity Central Funds

 

64,377

Income before foreign taxes withheld

 

3,076,209

Less foreign taxes withheld

 

(190,510)

Total income

 

2,885,699

 

 

 

Expenses

Management fee
Basic fee

$ 841,290

Performance adjustment

98,242

Transfer agent fees

325,129

Distribution and service plan fees

96,288

Accounting and security lending fees

62,806

Custodian fees and expenses

59,416

Independent trustees' compensation

721

Registration fees

83,181

Audit

66,173

Legal

501

Miscellaneous

773

Total expenses before reductions

1,634,520

Expense reductions

(126,529)

1,507,991

Net investment income (loss)

1,377,708

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(820,062)

Foreign currency transactions

(13,150)

Total net realized gain (loss)

 

(833,212)

Change in net unrealized appreciation (depreciation) on:

Investment securities

11,235,369

Assets and liabilities in foreign currencies

(8,388)

Total change in net unrealized appreciation (depreciation)

 

11,226,981

Net gain (loss)

10,393,769

Net increase (decrease) in net assets resulting from operations

$ 11,771,477

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

  

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,377,708

$ 628,947

Net realized gain (loss)

(833,212)

1,817,821

Change in net unrealized appreciation (depreciation)

11,226,981

(6,057,574)

Net increase (decrease) in net assets resulting
from operations

11,771,477

(3,610,806)

Distributions to shareholders from net investment income

(594,738)

(276,358)

Distributions to shareholders from net realized gain

(48,645)

(48,341)

Total distributions

(643,383)

(324,699)

Share transactions - net increase (decrease)

115,271,822

35,841,228

Redemption fees

5,972

7,927

Total increase (decrease) in net assets

126,405,888

31,913,650

 

 

 

Net Assets

Beginning of period

66,440,383

34,526,733

End of period (including undistributed net investment income of $1,374,430 and undistributed net investment income of $591,460, respectively)

$ 192,846,271

$ 66,440,383

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.09

$ 8.38

$ 7.01

$ 5.46

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .08

  .05

  .05

  .07

Net realized and unrealized gain (loss)

  .81

  (.31)

  1.39

  1.55

  (4.61)

Total from investment operations

  .89

  (.23)

  1.44

  1.60

  (4.54)

Distributions from net investment income

  (.06)

  (.05)

  (.05)

  (.05)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.03)

  -

  -

Total distributions

  (.07)

  (.06)

  (.07) I

  (.05)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.91

$ 8.09

$ 8.38

$ 7.01

$ 5.46

Total Return A, B

  11.10%

  (2.76)%

  20.68%

  29.72%

  (45.40)%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.58%

  1.77%

  2.13%

  2.46%

  2.88%

Expenses net of fee waivers, if any

  1.45%

  1.45%

  1.50%

  1.50%

  1.50%

Expenses net of all reductions

  1.44%

  1.43%

  1.48%

  1.47%

  1.48%

Net investment income (loss)

  .99%

  .92%

  .74%

  .85%

  .80%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 21,874

$ 6,352

$ 3,084

$ 1,452

$ 820

Portfolio turnover rate E

  32%

  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,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.08

$ 8.38

$ 7.00

$ 5.45

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .06

  .06

  .04

  .03

  .05

Net realized and unrealized gain (loss)

  .81

  (.31)

  1.39

  1.55

  (4.60)

Total from investment operations

  .87

  (.25)

  1.43

  1.58

  (4.55)

Distributions from net investment income

  (.05)

  (.04)

  (.02)

  (.03)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.03)

  -

  -

Total distributions

  (.06)

  (.05)

  (.05)

  (.03)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.89

$ 8.08

$ 8.38

$ 7.00

$ 5.45

Total Return A, B

  10.82%

  (3.03)%

  20.47%

  29.22%

  (45.50)%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.85%

  2.03%

  2.41%

  2.67%

  3.07%

Expenses net of fee waivers, if any

  1.70%

  1.70%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.69%

  1.68%

  1.73%

  1.73%

  1.73%

Net investment income (loss)

  .74%

  .67%

  .49%

  .59%

  .55%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,690

$ 2,917

$ 1,034

$ 532

$ 507

Portfolio turnover rate E

  32%

  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,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.06

$ 8.36

$ 6.98

$ 5.42

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .02

  .01

  - H

  .01

  - H

Net realized and unrealized gain (loss)

  .80

  (.30)

  1.38

  1.55

  (4.58)

Total from investment operations

  .82

  (.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

$ 8.88

$ 8.06

$ 8.36

$ 6.98

$ 5.42

Total Return A, B

  10.17%

  (3.47)%

  19.77%

  28.78%

  (45.80)%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.35%

  2.55%

  2.87%

  3.17%

  3.55%

Expenses net of fee waivers, if any

  2.20%

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.19%

  2.18%

  2.23%

  2.23%

  2.23%

Net investment income (loss)

  .24%

  .17%

  (.01)%

  .09%

  .05%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,116

$ 473

$ 581

$ 328

$ 642

Portfolio turnover rate E

  32%

  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,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.03

$ 8.34

$ 6.98

$ 5.42

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .02

  .01

  - H

  .01

  - H

Net realized and unrealized gain (loss)

  .80

  (.31)

  1.38

  1.55

  (4.58)

Total from investment operations

  .82

  (.30)

  1.38

  1.56

  (4.58)

Distributions from net investment income

  (.01)

  (.01)

  -

  -

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.02)

  -

  -

Total distributions

  (.01) J

  (.01) I

  (.02)

  -

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.84

$ 8.03

$ 8.34

$ 6.98

$ 5.42

Total Return A, B

  10.27%

  (3.57)%

  19.82%

  28.78%

  (45.80)%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.33%

  2.52%

  2.89%

  3.21%

  3.52%

Expenses net of fee waivers, if any

  2.20%

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.19%

  2.18%

  2.24%

  2.23%

  2.23%

Net investment income (loss)

  .24%

  .17%

  (.01)%

  .09%

  .05%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,648

$ 2,767

$ 1,261

$ 780

$ 684

Portfolio turnover rate E

  32%

  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.

J Total distributions of $.01 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $.006 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Growth

Years ended October 31,

2012

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.12

$ 8.40

$ 7.02

$ 5.48

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .10

  .07

  .06

  .09

Net realized and unrealized gain (loss)

  .81

  (.30)

  1.39

  1.54

  (4.60)

Total from investment operations

  .92

  (.20)

  1.46

  1.60

  (4.51)

Distributions from net investment income

  (.08)

  (.07)

  (.06)

  (.06)

  (.01)

Distributions from net realized gain

  (.01)

  (.01)

  (.03)

  -

  -

Total distributions

  (.09)

  (.08)

  (.08) H

  (.06)

  (.01)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.95

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Total Return A

  11.41%

  (2.47)%

  20.97%

  29.77%

  (45.17)%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.28%

  1.52%

  1.89%

  2.19%

  2.35%

Expenses net of fee waivers, if any

  1.20%

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.19%

  1.18%

  1.23%

  1.23%

  1.23%

Net investment income (loss)

  1.24%

  1.17%

  .99%

  1.09%

  1.05%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 149,526

$ 53,437

$ 28,454

$ 18,254

$ 11,884

Portfolio turnover rate D

  32%

  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,

2012

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.12

$ 8.40

$ 7.02

$ 5.48

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .10

  .10

  .07

  .06

  .09

Net realized and unrealized gain (loss)

  .81

  (.30)

  1.39

  1.54

  (4.60)

Total from investment operations

  .91

  (.20)

  1.46

  1.60

  (4.51)

Distributions from net investment income

  (.08)

  (.07)

  (.06)

  (.06)

  (.01)

Distributions from net realized gain

  (.01)

  (.01)

  (.03)

  -

  -

Total distributions

  (.09)

  (.08)

  (.08) H

  (.06)

  (.01)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.94

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Total Return A

  11.28%

  (2.47)%

  20.97%

  29.77%

  (45.17)%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.27%

  1.50%

  1.92%

  2.01%

  2.56%

Expenses net of fee waivers, if any

  1.20%

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.19%

  1.18%

  1.23%

  1.23%

  1.23%

Net investment income (loss)

  1.24%

  1.17%

  .99%

  1.09%

  1.05%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,992

$ 493

$ 113

$ 36

$ 521

Portfolio turnover rate D

  32%

  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, 2012

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. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded 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 under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

$ 16,586,724

Gross unrealized depreciation

(6,916,202)

Net unrealized appreciation (depreciation) on securities and other investments

$ 9,670,522

 

 

Tax Cost

$ 192,376,923

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

$ 1,436,227

Capital loss carryforward

$ (5,633,645)

Net unrealized appreciation (depreciation)

$ 9,663,146

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (1,819,472)

2017

(2,797,799)

Total with expiration

(4,617,271)

No expiration

 

Short-term

(1,016,374)

Total capital loss carryforward

$ (5,633,645)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 643,383

$ 324,699

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 December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is

Annual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

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 $152,600,135 and $37,480,345, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Growth as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .79% 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%

$ 27,055

$ 698

Class T

.25%

.25%

25,571

121

Class B

.75%

.25%

6,002

4,531

Class C

.75%

.25%

37,660

12,092

 

 

 

$ 96,288

$ 17,442

Annual Report

Notes to Financial Statements - continued

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 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 15,825

Class T

3,545

Class B*

1,058

Class C*

1,676

 

$ 22,104

* 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

$ 32,331

.30

Class T

16,359

.32

Class B

1,802

.30

Class C

11,442

.30

International Growth

258,582

.27

Institutional Class

4,613

.25

 

$ 325,129

 

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 each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $375 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $289 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 $56,903. During the period, there were no securities loaned to FCM.

Annual Report

Notes to Financial Statements - continued

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, 2013. 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%

$ 13,952

Class T

1.70%

7,830

Class B

2.20%

897

Class C

2.20%

4,960

International Growth

1.20%

82,095

Institutional Class

1.20%

1,177

 

 

$ 110,911

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 $15,575 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 $43.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 50,503

$ 19,878

Class T

18,666

5,087

Class B

-

545

Class C

2,205

1,547

International Growth

516,958

247,117

Institutional Class

6,406

2,184

Total

$ 594,738

$ 276,358

Annual Report

9. Distributions to Shareholders - continued

Years ended October 31,

2012

2011

From net realized gain

 

 

Class A

$ 4,810

$ 4,255

Class T

2,196

1,455

Class B

-

211

Class C

1,890

826

International Growth

39,262

41,245

Institutional Class

487

349

Total

$ 48,645

$ 48,341

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

1,901,699

547,911

$ 16,560,116

$ 4,762,829

Reinvestment of distributions

5,422

2,679

42,831

22,867

Shares redeemed

(236,851)

(133,581)

(2,015,265)

(1,142,023)

Net increase (decrease)

1,670,270

417,009

$ 14,587,682

$ 3,643,673

Class T

 

 

 

 

Shares sold

941,446

292,221

$ 8,178,600

$ 2,542,402

Reinvestment of distributions

2,626

762

20,742

6,516

Shares redeemed

(102,766)

(55,432)

(866,637)

(470,382)

Net increase (decrease)

841,306

237,551

$ 7,332,705

$ 2,078,536

Class B

 

 

 

 

Shares sold

92,865

22,762

$ 806,549

$ 193,446

Reinvestment of distributions

-

78

-

670

Shares redeemed

(25,954)

(33,639)

(218,180)

(282,311)

Net increase (decrease)

66,911

(10,799)

$ 588,369

$ (88,195)

Class C

 

 

 

 

Shares sold

400,291

258,483

$ 3,375,948

$ 2,202,762

Reinvestment of distributions

510

274

4,026

2,357

Shares redeemed

(106,475)

(65,559)

(879,489)

(555,739)

Net increase (decrease)

294,326

193,198

$ 2,500,485

$ 1,649,380

International Growth

 

 

 

 

Shares sold

13,301,892

5,799,026

$ 114,028,412

$ 50,047,832

Reinvestment of distributions

68,821

33,184

544,378

283,553

Shares redeemed

(3,238,606)

(2,639,092)

(27,713,258)

(22,190,157)

Net increase (decrease)

10,132,107

3,193,118

$ 86,859,532

$ 28,141,228

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Institutional Class

 

 

 

 

Shares sold

438,656

76,126

$ 3,841,370

$ 670,433

Reinvestment of distributions

655

292

5,178

2,491

Shares redeemed

(53,696)

(29,187)

(443,499)

(256,318)

Net increase (decrease)

385,615

47,231

$ 3,403,049

$ 416,606

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, Fidelity VIP FundsManager 60% Portfolio was the owner of record of approximately 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 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, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity 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

12/10/2012

12/07/2012

$0.084

$0.005

 

 

 

 

 

Class T

12/10/2012

12/07/2012

$0.069

$0.005

 

 

 

 

 

Class B

12/10/2012

12/07/2012

$0.034

$0.005

 

 

 

 

 

Class C

12/10/2012

12/07/2012

$0.022

$0.005

Class A designates 12%, Class T designates 14%, Class B designates 0%, and Class C designates 46% of the dividends distributed in December 2011 as indicated in the Corporate Qualifying memo distributed by the Tax department, during the fiscal year as qualifying for the dividends received deduction for corporate shareholders.

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

12/05/2011

$0.066

$0.0072

 

 

 

 

Class T

12/05/2011

$0.056

$0.0072

 

 

 

 

Class B

12/05/2011

$0.000

$0.0000

 

 

 

 

Class C

12/05/2011

$0.018

$0.0072

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, 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.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, 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 (top of box) and the 75th percentile return (bottom 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

Fidelity International Growth Fund

aig799525

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-year period. 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 (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 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity International Growth Fund

aig799527

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 2011. 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 and the retail class ranked below its competitive median for 2011, the total expense ratio of Class B ranked equal to its competitive median for 2011, and the total expense ratio of each of Class T, Class C, and Institutional Class ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class B, Class C, Institutional Class, and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.45%, 1.70%, 2.20%, 2.20%, 1.20%, and 1.20% through December 31, 2012.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

Annual Report

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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

Smithfield, RI

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

(Fidelity Investment logo)(registered trademark)

AIGF-UANN-1212
1.853348.104

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

International Growth

Fund - Institutional Class

Annual Report

October 31, 2012

(Fidelity Cover Art)

Institutional Class is
a class of Fidelity®
International Growth Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to 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. © 2012 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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, 2012

Past 1
year

Life of
fund
A

  Institutional Class

11.28%

-1.35%

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® Growth Index performed over the same period.

gfi874213

Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a modest advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind, foreign developed- and emerging-markets stocks still managed a gain for the 12 months, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gains, advancing roughly 11%. A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which also helped the region outpace the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of the MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

Comments from Jed Weiss, Portfolio Manager of Fidelity Advisor® International Growth Fund: For the year, the fund's Institutional Class shares returned 11.28%, easily outpacing the 4.77% advance of the MSCI® EAFE® Growth Index. Following the fund's bottom-up stock selection strategy, portfolio positioning in Japan and Europe was especially helpful. An out-of-benchmark allocation to globally oriented U.S.-based stocks also contributed, while stock picking in Canada was modestly negative. In sector terms, security selection was very strong in information technology, materials, industrials, consumer discretionary and health care, while my picks in only two groups - energy and telecommunication services - had a negative impact. The top individual contributor was Belgian brewer Anheuser-Busch InBev, while in health care, Australian biotechnology company CSL and Denmark's Novo-Nordisk also added value. U.S.-based credit card networks MasterCard and Visa, neither of which is in the index, were additional contributors. In contrast, not owning Diageo, a strong-performing U.K.-based spirits company and benchmark component, hurt. Other notable detractors were U.K. natural gas producer BG Group and Bharti Airtel, an Indian telecommunication services provider and non-index stock that I sold before 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012
to October 31, 2012

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,012.50

$ 7.34

HypotheticalA

 

$ 1,000.00

$ 1,017.85

$ 7.35

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.40

$ 8.60

HypotheticalA

 

$ 1,000.00

$ 1,016.59

$ 8.62

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,007.90

$ 11.10

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,009.10

$ 11.11

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

International Growth

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,013.60

$ 6.07

HypotheticalA

 

$ 1,000.00

$ 1,019.10

$ 6.09

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,013.60

$ 6.07

HypotheticalA

 

$ 1,000.00

$ 1,019.10

$ 6.09

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

gfi874215

United Kingdom 18.9%

 

gfi874217

United States of America 18.2%

 

gfi874219

Japan 10.9%

 

gfi874221

Switzerland 9.1%

 

gfi874223

Australia 5.4%

 

gfi874225

Belgium 4.6%

 

gfi874227

France 3.6%

 

gfi874229

Sweden 3.5%

 

gfi874231

Denmark 3.1%

 

jmcw

Other 22.7%

 

gfi874235

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

gfi874215

United Kingdom 18.3%

 

gfi874217

United States of America 18.1%

 

gfi874219

Japan 10.6%

 

gfi874221

Switzerland 9.5%

 

gfi874223

Belgium 4.2%

 

gfi874225

Australia 4.0%

 

gfi874227

Germany 3.8%

 

gfi874229

Denmark 3.3%

 

gfi874231

France 3.3%

 

jmcw

Other 24.9%

 

gfi874247

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

98.1

97.4

Short-Term Investments and Net Other Assets (Liabilities)

1.9

2.6

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

5.0

5.0

Anheuser-Busch InBev SA NV (Belgium, Beverages)

3.6

3.3

Novo Nordisk A/S Series B sponsored ADR (Denmark, Pharmaceuticals)

2.7

2.5

GlaxoSmithKline PLC sponsored ADR (United Kingdom, Pharmaceuticals)

2.5

1.7

Linde AG (Germany, Chemicals)

2.4

2.4

BG Group PLC (United Kingdom, Oil, Gas & Consumable Fuels)

2.4

2.9

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

2.3

2.0

Philip Morris International, Inc. (United States of America, Tobacco)

2.0

1.8

Standard Chartered PLC (United Kingdom) (United Kingdom, Commercial Banks)

2.0

1.9

CSL Ltd. (Australia, Biotechnology)

1.9

1.5

 

26.8

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Staples

24.2

22.4

Industrials

14.5

13.4

Consumer Discretionary

14.5

15.2

Materials

12.4

13.2

Health Care

11.4

9.5

Information Technology

8.4

7.5

Financials

7.2

10.9

Energy

5.5

4.9

Telecommunication Services

0.0

0.4

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 98.1%

Shares

Value

Australia - 5.4%

Coca-Cola Amatil Ltd.

147,671

$ 2,061,749

CSL Ltd.

74,105

3,653,923

Newcrest Mining Ltd.

45,609

1,251,313

Sydney Airport unit

179,470

631,553

Woodside Petroleum Ltd.

40,108

1,432,213

WorleyParsons Ltd.

50,089

1,282,714

TOTAL AUSTRALIA

10,313,465

Austria - 1.1%

Andritz AG

36,600

2,204,495

Bailiwick of Jersey - 1.1%

Informa PLC

86,364

557,758

Randgold Resources Ltd. sponsored ADR

12,335

1,475,143

TOTAL BAILIWICK OF JERSEY

2,032,901

Belgium - 4.6%

Anheuser-Busch InBev SA NV

82,391

6,890,455

Umicore SA

38,731

1,987,716

TOTAL BELGIUM

8,878,171

Bermuda - 0.8%

Lazard Ltd. Class A

20,292

597,802

Li & Fung Ltd.

519,000

870,575

TOTAL BERMUDA

1,468,377

Brazil - 1.1%

Arezzo Industria e Comercio SA

27,400

489,033

Iguatemi Empresa de Shopping Centers SA

49,200

624,977

Multiplan Empreendimentos Imobiliarios SA

33,800

990,177

TOTAL BRAZIL

2,104,187

Canada - 1.8%

Agnico-Eagle Mines Ltd. (Canada)

13,300

750,926

Fairfax Financial Holdings Ltd. (sub. vtg.)

1,300

482,266

First Quantum Minerals Ltd.

22,400

503,509

Goldcorp, Inc.

29,006

1,311,260

Open Text Corp. (a)

8,600

462,226

TOTAL CANADA

3,510,187

Common Stocks - continued

Shares

Value

Cayman Islands - 1.7%

Baidu.com, Inc. sponsored ADR (a)

8,080

$ 861,490

Sands China Ltd.

655,600

2,465,886

TOTAL CAYMAN ISLANDS

3,327,376

Denmark - 3.1%

Novo Nordisk A/S Series B sponsored ADR

32,400

5,193,396

William Demant Holding A/S (a)

9,700

834,267

TOTAL DENMARK

6,027,663

Finland - 1.5%

Nokian Tyres PLC

58,508

2,426,725

Outotec Oyj

9,000

438,267

TOTAL FINLAND

2,864,992

France - 3.6%

Alstom SA

47,499

1,622,260

Danone SA

46,652

2,867,694

Remy Cointreau SA

8,587

890,626

Safran SA

39,100

1,555,606

TOTAL FRANCE

6,936,186

Germany - 3.0%

Linde AG

27,941

4,698,991

Siemens AG sponsored ADR (d)

11,200

1,130,192

TOTAL GERMANY

5,829,183

Ireland - 1.8%

CRH PLC sponsored ADR

68,700

1,281,255

Elan Corp. PLC sponsored ADR (a)

65,784

710,467

James Hardie Industries NV sponsored ADR (d)

32,000

1,538,880

TOTAL IRELAND

3,530,602

Israel - 0.2%

Azrieli Group

19,200

428,628

Italy - 0.9%

Fiat Industrial SpA

115,401

1,249,716

Interpump Group SpA

75,351

572,324

TOTAL ITALY

1,822,040

Japan - 10.9%

Autobacs Seven Co. Ltd.

19,900

816,391

Denso Corp.

85,000

2,660,842

Fanuc Corp.

17,000

2,706,627

Common Stocks - continued

Shares

Value

Japan - continued

Fast Retailing Co. Ltd.

8,200

$ 1,826,331

Japan Tobacco, Inc.

27,700

765,454

JS Group Corp.

34,900

771,621

Keyence Corp.

10,062

2,669,587

Kobayashi Pharmaceutical Co. Ltd.

16,400

865,915

Mitsui Fudosan Co. Ltd.

55,000

1,111,299

Nintendo Co. Ltd.

8,000

1,030,189

Osaka Securities Exchange Co. Ltd.

10

37,267

SHO-BOND Holdings Co. Ltd.

15,600

471,537

SMC Corp.

5,500

866,717

Unicharm Corp.

24,900

1,347,463

USS Co. Ltd.

20,580

2,162,924

Yamato Kogyo Co. Ltd.

32,700

917,959

TOTAL JAPAN

21,028,123

Netherlands - 2.2%

ASML Holding NV

61,400

3,375,158

D.E. Master Blenders 1753 NV (a)

66,459

812,222

TOTAL NETHERLANDS

4,187,380

Portugal - 1.2%

Jeronimo Martins SGPS SA

127,352

2,228,409

South Africa - 0.4%

Clicks Group Ltd.

120,343

829,708

Spain - 1.6%

Inditex SA

18,214

2,323,979

Prosegur Compania de Seguridad SA (Reg.)

151,049

822,285

TOTAL SPAIN

3,146,264

Sweden - 3.5%

ASSA ABLOY AB (B Shares)

48,761

1,625,391

Fagerhult AB

15,400

380,769

H&M Hennes & Mauritz AB (B Shares)

74,630

2,525,959

Intrum Justitia AB

30,000

434,199

Swedish Match Co. AB

52,300

1,781,996

TOTAL SWEDEN

6,748,314

Switzerland - 9.1%

Nestle SA

152,687

9,689,468

Roche Holding AG (participation certificate)

22,817

4,387,979

Schindler Holding AG:

(participation certificate)

9,410

1,239,780

Common Stocks - continued

Shares

Value

Switzerland - continued

Schindler Holding AG: - continued

(Reg.)

1,530

$ 197,965

Swatch Group AG (Bearer)

2,480

1,026,299

UBS AG (NY Shares)

61,021

916,535

TOTAL SWITZERLAND

17,458,026

Turkey - 2.3%

Anadolu Efes Biracilik Ve Malt Sanayii A/S

43,800

657,305

Coca-Cola Icecek A/S

82,142

1,594,723

Turkiye Garanti Bankasi A/S

276,500

1,320,413

Turkiye Petrol Rafinerile A/S

32,687

798,712

TOTAL TURKEY

4,371,153

United Kingdom - 18.9%

Anglo American PLC:

ADR

25,200

387,324

(United Kingdom)

12,200

374,658

Babcock International Group PLC

79,300

1,251,550

BG Group PLC

247,955

4,591,577

BHP Billiton PLC ADR (d)

56,100

3,589,278

GlaxoSmithKline PLC sponsored ADR

107,600

4,831,240

InterContinental Hotel Group PLC ADR

94,530

2,327,329

Johnson Matthey PLC

48,477

1,759,387

Reckitt Benckiser Group PLC

53,945

3,264,515

Rexam PLC

141,583

1,020,618

Rolls-Royce Group PLC

167,537

2,310,250

Rolls-Royce Group PLC Class C

12,732,812

20,548

Rotork PLC

38,200

1,404,279

SABMiller PLC

75,766

3,245,588

Serco Group PLC

135,342

1,237,282

Shaftesbury PLC

62,933

556,539

Standard Chartered PLC (United Kingdom)

162,631

3,840,894

Unite Group PLC

103,000

470,558

TOTAL UNITED KINGDOM

36,483,414

United States of America - 16.3%

Allergan, Inc.

14,200

1,276,864

Amazon.com, Inc. (a)

5,500

1,280,510

Autoliv, Inc. (d)

33,400

1,923,840

Berkshire Hathaway, Inc. Class B (a)

23,023

1,988,036

BorgWarner, Inc. (a)

20,246

1,332,592

CME Group, Inc.

14,700

822,171

Cummins, Inc.

7,404

692,866

Common Stocks - continued

Shares

Value

United States of America - continued

Cymer, Inc. (a)

9,787

$ 779,926

FMC Technologies, Inc. (a)

24,788

1,013,829

Freeport-McMoRan Copper & Gold, Inc.

13,800

536,544

Martin Marietta Materials, Inc. (d)

6,000

493,860

MasterCard, Inc. Class A

7,400

3,410,882

Mead Johnson Nutrition Co. Class A

30,200

1,862,132

Mohawk Industries, Inc. (a)

11,200

934,864

National Oilwell Varco, Inc.

20,289

1,495,299

Philip Morris International, Inc.

44,508

3,941,628

PriceSmart, Inc.

9,200

763,508

ResMed, Inc.

26,100

1,042,434

Solera Holdings, Inc.

11,689

547,162

SS&C Technologies Holdings, Inc. (a)

19,300

463,779

Union Pacific Corp.

17,300

2,128,419

Visa, Inc. Class A

19,500

2,705,820

TOTAL UNITED STATES OF AMERICA

31,436,965

TOTAL COMMON STOCKS

(Cost $179,197,131)


189,196,209

Money Market Funds - 6.7%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

6,916,036

6,916,036

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

5,935,200

5,935,200

TOTAL MONEY MARKET FUNDS

(Cost $12,851,236)


12,851,236

TOTAL INVESTMENT PORTFOLIO - 104.8%

(Cost $192,048,367)

202,047,445

NET OTHER ASSETS (LIABILITIES) - (4.8)%

(9,201,174)

NET ASSETS - 100%

$ 192,846,271

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

$ 7,474

Fidelity Securities Lending Cash Central Fund

56,903

Total

$ 64,377

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 27,951,837

$ 27,951,837

$ -

$ -

Consumer Staples

46,360,558

39,470,103

6,890,455

-

Energy

10,614,344

10,614,344

-

-

Financials

14,187,562

14,187,562

-

-

Health Care

21,930,570

21,930,570

-

-

Industrials

27,966,498

27,966,498

-

-

Information Technology

16,306,219

16,306,219

-

-

Materials

23,878,621

23,878,621

-

-

Money Market Funds

12,851,236

12,851,236

-

-

Total Investments in Securities:

$ 202,047,445

$ 195,156,990

$ 6,890,455

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 8,172,491

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $5,892,979) - See accompanying schedule:

Unaffiliated issuers (cost $179,197,131)

$ 189,196,209

 

Fidelity Central Funds (cost $12,851,236)

12,851,236

 

Total Investments (cost $192,048,367)

 

$ 202,047,445

Foreign currency held at value (cost $128)

128

Receivable for investments sold

193,639

Receivable for fund shares sold

861,534

Dividends receivable

270,403

Distributions receivable from Fidelity Central Funds

4,169

Receivable from investment adviser for expense reductions

33,993

Other receivables

7,075

Total assets

203,418,386

 

 

 

Liabilities

Payable for investments purchased

$ 4,214,811

Payable for fund shares redeemed

174,237

Accrued management fee

121,924

Distribution and service plan fees payable

14,452

Other affiliated payables

46,085

Other payables and accrued expenses

65,406

Collateral on securities loaned, at value

5,935,200

Total liabilities

10,572,115

 

 

 

Net Assets

$ 192,846,271

Net Assets consist of:

 

Paid in capital

$ 187,380,543

Undistributed net investment income

1,374,430

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(5,900,404)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

9,991,702

Net Assets

$ 192,846,271

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, 2012

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($21,874,352 ÷ 2,455,261 shares)

$ 8.91

 

 

 

Maximum offering price per share (100/94.25 of $8.91)

$ 9.45

Class T:
Net Asset Value
and redemption price per share ($10,689,976 ÷ 1,202,180 shares)

$ 8.89

 

 

 

Maximum offering price per share (100/96.50 of $8.89)

$ 9.21

Class B:
Net Asset Value
and offering price per share ($1,116,152 ÷ 125,639 shares)A

$ 8.88

 

 

 

Class C:
Net Asset Value
and offering price per share ($5,647,907 ÷ 638,785 shares)A

$ 8.84

 

 

 

International Growth:
Net Asset Value
, offering price and redemption price per share ($149,526,022 ÷ 16,710,639 shares)

$ 8.95

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($3,991,862 ÷ 446,301 shares)

$ 8.94

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, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 3,011,819

Interest

 

13

Income from Fidelity Central Funds

 

64,377

Income before foreign taxes withheld

 

3,076,209

Less foreign taxes withheld

 

(190,510)

Total income

 

2,885,699

 

 

 

Expenses

Management fee
Basic fee

$ 841,290

Performance adjustment

98,242

Transfer agent fees

325,129

Distribution and service plan fees

96,288

Accounting and security lending fees

62,806

Custodian fees and expenses

59,416

Independent trustees' compensation

721

Registration fees

83,181

Audit

66,173

Legal

501

Miscellaneous

773

Total expenses before reductions

1,634,520

Expense reductions

(126,529)

1,507,991

Net investment income (loss)

1,377,708

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(820,062)

Foreign currency transactions

(13,150)

Total net realized gain (loss)

 

(833,212)

Change in net unrealized appreciation (depreciation) on:

Investment securities

11,235,369

Assets and liabilities in foreign currencies

(8,388)

Total change in net unrealized appreciation (depreciation)

 

11,226,981

Net gain (loss)

10,393,769

Net increase (decrease) in net assets resulting from operations

$ 11,771,477

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,377,708

$ 628,947

Net realized gain (loss)

(833,212)

1,817,821

Change in net unrealized appreciation (depreciation)

11,226,981

(6,057,574)

Net increase (decrease) in net assets resulting
from operations

11,771,477

(3,610,806)

Distributions to shareholders from net investment income

(594,738)

(276,358)

Distributions to shareholders from net realized gain

(48,645)

(48,341)

Total distributions

(643,383)

(324,699)

Share transactions - net increase (decrease)

115,271,822

35,841,228

Redemption fees

5,972

7,927

Total increase (decrease) in net assets

126,405,888

31,913,650

 

 

 

Net Assets

Beginning of period

66,440,383

34,526,733

End of period (including undistributed net investment income of $1,374,430 and undistributed net investment income of $591,460, respectively)

$ 192,846,271

$ 66,440,383

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.09

$ 8.38

$ 7.01

$ 5.46

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .08

  .05

  .05

  .07

Net realized and unrealized gain (loss)

  .81

  (.31)

  1.39

  1.55

  (4.61)

Total from investment operations

  .89

  (.23)

  1.44

  1.60

  (4.54)

Distributions from net investment income

  (.06)

  (.05)

  (.05)

  (.05)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.03)

  -

  -

Total distributions

  (.07)

  (.06)

  (.07) I

  (.05)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.91

$ 8.09

$ 8.38

$ 7.01

$ 5.46

Total Return A, B

  11.10%

  (2.76)%

  20.68%

  29.72%

  (45.40)%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.58%

  1.77%

  2.13%

  2.46%

  2.88%

Expenses net of fee waivers, if any

  1.45%

  1.45%

  1.50%

  1.50%

  1.50%

Expenses net of all reductions

  1.44%

  1.43%

  1.48%

  1.47%

  1.48%

Net investment income (loss)

  .99%

  .92%

  .74%

  .85%

  .80%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 21,874

$ 6,352

$ 3,084

$ 1,452

$ 820

Portfolio turnover rate E

  32%

  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,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.08

$ 8.38

$ 7.00

$ 5.45

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .06

  .06

  .04

  .03

  .05

Net realized and unrealized gain (loss)

  .81

  (.31)

  1.39

  1.55

  (4.60)

Total from investment operations

  .87

  (.25)

  1.43

  1.58

  (4.55)

Distributions from net investment income

  (.05)

  (.04)

  (.02)

  (.03)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.03)

  -

  -

Total distributions

  (.06)

  (.05)

  (.05)

  (.03)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.89

$ 8.08

$ 8.38

$ 7.00

$ 5.45

Total Return A, B

  10.82%

  (3.03)%

  20.47%

  29.22%

  (45.50)%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.85%

  2.03%

  2.41%

  2.67%

  3.07%

Expenses net of fee waivers, if any

  1.70%

  1.70%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.69%

  1.68%

  1.73%

  1.73%

  1.73%

Net investment income (loss)

  .74%

  .67%

  .49%

  .59%

  .55%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,690

$ 2,917

$ 1,034

$ 532

$ 507

Portfolio turnover rate E

  32%

  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,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.06

$ 8.36

$ 6.98

$ 5.42

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .02

  .01

  - H

  .01

  - H

Net realized and unrealized gain (loss)

  .80

  (.30)

  1.38

  1.55

  (4.58)

Total from investment operations

  .82

  (.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

$ 8.88

$ 8.06

$ 8.36

$ 6.98

$ 5.42

Total Return A, B

  10.17%

  (3.47)%

  19.77%

  28.78%

  (45.80)%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.35%

  2.55%

  2.87%

  3.17%

  3.55%

Expenses net of fee waivers, if any

  2.20%

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.19%

  2.18%

  2.23%

  2.23%

  2.23%

Net investment income (loss)

  .24%

  .17%

  (.01)%

  .09%

  .05%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,116

$ 473

$ 581

$ 328

$ 642

Portfolio turnover rate E

  32%

  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,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.03

$ 8.34

$ 6.98

$ 5.42

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .02

  .01

  - H

  .01

  - H

Net realized and unrealized gain (loss)

  .80

  (.31)

  1.38

  1.55

  (4.58)

Total from investment operations

  .82

  (.30)

  1.38

  1.56

  (4.58)

Distributions from net investment income

  (.01)

  (.01)

  -

  -

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.02)

  -

  -

Total distributions

  (.01) J

  (.01) I

  (.02)

  -

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.84

$ 8.03

$ 8.34

$ 6.98

$ 5.42

Total Return A, B

  10.27%

  (3.57)%

  19.82%

  28.78%

  (45.80)%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.33%

  2.52%

  2.89%

  3.21%

  3.52%

Expenses net of fee waivers, if any

  2.20%

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.19%

  2.18%

  2.24%

  2.23%

  2.23%

Net investment income (loss)

  .24%

  .17%

  (.01)%

  .09%

  .05%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,648

$ 2,767

$ 1,261

$ 780

$ 684

Portfolio turnover rate E

  32%

  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.

J Total distributions of $.01 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $.006 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Growth

Years ended October 31,

2012

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.12

$ 8.40

$ 7.02

$ 5.48

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .10

  .07

  .06

  .09

Net realized and unrealized gain (loss)

  .81

  (.30)

  1.39

  1.54

  (4.60)

Total from investment operations

  .92

  (.20)

  1.46

  1.60

  (4.51)

Distributions from net investment income

  (.08)

  (.07)

  (.06)

  (.06)

  (.01)

Distributions from net realized gain

  (.01)

  (.01)

  (.03)

  -

  -

Total distributions

  (.09)

  (.08)

  (.08) H

  (.06)

  (.01)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.95

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Total Return A

  11.41%

  (2.47)%

  20.97%

  29.77%

  (45.17)%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.28%

  1.52%

  1.89%

  2.19%

  2.35%

Expenses net of fee waivers, if any

  1.20%

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.19%

  1.18%

  1.23%

  1.23%

  1.23%

Net investment income (loss)

  1.24%

  1.17%

  .99%

  1.09%

  1.05%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 149,526

$ 53,437

$ 28,454

$ 18,254

$ 11,884

Portfolio turnover rate D

  32%

  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,

2012

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.12

$ 8.40

$ 7.02

$ 5.48

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .10

  .10

  .07

  .06

  .09

Net realized and unrealized gain (loss)

  .81

  (.30)

  1.39

  1.54

  (4.60)

Total from investment operations

  .91

  (.20)

  1.46

  1.60

  (4.51)

Distributions from net investment income

  (.08)

  (.07)

  (.06)

  (.06)

  (.01)

Distributions from net realized gain

  (.01)

  (.01)

  (.03)

  -

  -

Total distributions

  (.09)

  (.08)

  (.08) H

  (.06)

  (.01)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.94

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Total Return A

  11.28%

  (2.47)%

  20.97%

  29.77%

  (45.17)%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.27%

  1.50%

  1.92%

  2.01%

  2.56%

Expenses net of fee waivers, if any

  1.20%

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.19%

  1.18%

  1.23%

  1.23%

  1.23%

Net investment income (loss)

  1.24%

  1.17%

  .99%

  1.09%

  1.05%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,992

$ 493

$ 113

$ 36

$ 521

Portfolio turnover rate D

  32%

  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, 2012

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. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded 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 under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

$ 16,586,724

Gross unrealized depreciation

(6,916,202)

Net unrealized appreciation (depreciation) on securities and other investments

$ 9,670,522

 

 

Tax Cost

$ 192,376,923

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

$ 1,436,227

Capital loss carryforward

$ (5,633,645)

Net unrealized appreciation (depreciation)

$ 9,663,146

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (1,819,472)

2017

(2,797,799)

Total with expiration

(4,617,271)

No expiration

 

Short-term

(1,016,374)

Total capital loss carryforward

$ (5,633,645)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 643,383

$ 324,699

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 December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is

Annual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

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 $152,600,135 and $37,480,345, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Growth as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .79% 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%

$ 27,055

$ 698

Class T

.25%

.25%

25,571

121

Class B

.75%

.25%

6,002

4,531

Class C

.75%

.25%

37,660

12,092

 

 

 

$ 96,288

$ 17,442

Annual Report

Notes to Financial Statements - continued

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 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 15,825

Class T

3,545

Class B*

1,058

Class C*

1,676

 

$ 22,104

* 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

$ 32,331

.30

Class T

16,359

.32

Class B

1,802

.30

Class C

11,442

.30

International Growth

258,582

.27

Institutional Class

4,613

.25

 

$ 325,129

 

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 each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $375 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $289 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 $56,903. During the period, there were no securities loaned to FCM.

Annual Report

Notes to Financial Statements - continued

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, 2013. 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%

$ 13,952

Class T

1.70%

7,830

Class B

2.20%

897

Class C

2.20%

4,960

International Growth

1.20%

82,095

Institutional Class

1.20%

1,177

 

 

$ 110,911

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 $15,575 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 $43.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 50,503

$ 19,878

Class T

18,666

5,087

Class B

-

545

Class C

2,205

1,547

International Growth

516,958

247,117

Institutional Class

6,406

2,184

Total

$ 594,738

$ 276,358

Annual Report

9. Distributions to Shareholders - continued

Years ended October 31,

2012

2011

From net realized gain

 

 

Class A

$ 4,810

$ 4,255

Class T

2,196

1,455

Class B

-

211

Class C

1,890

826

International Growth

39,262

41,245

Institutional Class

487

349

Total

$ 48,645

$ 48,341

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

1,901,699

547,911

$ 16,560,116

$ 4,762,829

Reinvestment of distributions

5,422

2,679

42,831

22,867

Shares redeemed

(236,851)

(133,581)

(2,015,265)

(1,142,023)

Net increase (decrease)

1,670,270

417,009

$ 14,587,682

$ 3,643,673

Class T

 

 

 

 

Shares sold

941,446

292,221

$ 8,178,600

$ 2,542,402

Reinvestment of distributions

2,626

762

20,742

6,516

Shares redeemed

(102,766)

(55,432)

(866,637)

(470,382)

Net increase (decrease)

841,306

237,551

$ 7,332,705

$ 2,078,536

Class B

 

 

 

 

Shares sold

92,865

22,762

$ 806,549

$ 193,446

Reinvestment of distributions

-

78

-

670

Shares redeemed

(25,954)

(33,639)

(218,180)

(282,311)

Net increase (decrease)

66,911

(10,799)

$ 588,369

$ (88,195)

Class C

 

 

 

 

Shares sold

400,291

258,483

$ 3,375,948

$ 2,202,762

Reinvestment of distributions

510

274

4,026

2,357

Shares redeemed

(106,475)

(65,559)

(879,489)

(555,739)

Net increase (decrease)

294,326

193,198

$ 2,500,485

$ 1,649,380

International Growth

 

 

 

 

Shares sold

13,301,892

5,799,026

$ 114,028,412

$ 50,047,832

Reinvestment of distributions

68,821

33,184

544,378

283,553

Shares redeemed

(3,238,606)

(2,639,092)

(27,713,258)

(22,190,157)

Net increase (decrease)

10,132,107

3,193,118

$ 86,859,532

$ 28,141,228

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Institutional Class

 

 

 

 

Shares sold

438,656

76,126

$ 3,841,370

$ 670,433

Reinvestment of distributions

655

292

5,178

2,491

Shares redeemed

(53,696)

(29,187)

(443,499)

(256,318)

Net increase (decrease)

385,615

47,231

$ 3,403,049

$ 416,606

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, Fidelity VIP FundsManager 60% Portfolio was the owner of record of approximately 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 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, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity 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

12/10/2012

12/07/2012

$0.100

$0.005

Institutional Class designates 10% of the dividends distributed in December 2011 as indicated in the Corporate Qualifying memo distributed by the Tax department, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class designates 100% of the dividends distributed in December during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/05/2011

$0.080

$0.0072

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, 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.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, 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 (top of box) and the 75th percentile return (bottom 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

Fidelity International Growth Fund

gfi874249

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-year period. 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 (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 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity International Growth Fund

gfi874251

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 2011. 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 and the retail class ranked below its competitive median for 2011, the total expense ratio of Class B ranked equal to its competitive median for 2011, and the total expense ratio of each of Class T, Class C, and Institutional Class ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class B, Class C, Institutional Class, and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.45%, 1.70%, 2.20%, 2.20%, 1.20%, and 1.20% through December 31, 2012.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

Annual Report

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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

Smithfield, RI

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

(Fidelity Investment logo)(registered trademark)

AIGFI-UANN-1212
1.853341.104

Fidelity®

International Growth Fund

Annual Report

October 31, 2012

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to 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. © 2012 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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, 2012

Past 1
year

Life of
fund
A

  Fidelity® International Growth Fund

11.41%

-1.33%

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® Growth Index performed over the same period.

igf723516

Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a modest advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind, foreign developed- and emerging-markets stocks still managed a gain for the 12 months, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gains, advancing roughly 11%. A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which also helped the region outpace the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of the MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

Comments from Jed Weiss, Portfolio Manager of Fidelity® International Growth Fund: For the year, the fund's Retail Class shares gained 11.41%, easily outpacing the 4.77% advance of the MSCI® EAFE® Growth Index. Following the fund's bottom-up stock selection strategy, portfolio positioning in Japan and Europe was especially helpful. An out-of-benchmark allocation to globally oriented U.S.-based stocks also contributed, while stock picking in Canada was modestly negative. In sector terms, security selection was very strong in information technology, materials, industrials, consumer discretionary and health care, while my picks in only two groups - energy and telecommunication services - had a negative impact. The top individual contributor was Belgian brewer Anheuser-Busch InBev, while in health care, Australian biotechnology company CSL and Denmark's Novo Nordisk also added value. U.S.-based credit card networks MasterCard and Visa, neither of which is in the index, were additional contributors. In contrast, not owning Diageo, a strong-performing U.K.-based spirits company and benchmark component, hurt. Other notable detractors were U.K. natural gas producer BG Group and Bharti Airtel, an Indian telecommunication services provider and non-index stock that I sold before 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012
to October 31, 2012

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,012.50

$ 7.34

HypotheticalA

 

$ 1,000.00

$ 1,017.85

$ 7.35

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.40

$ 8.60

HypotheticalA

 

$ 1,000.00

$ 1,016.59

$ 8.62

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,007.90

$ 11.10

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,009.10

$ 11.11

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

International Growth

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,013.60

$ 6.07

HypotheticalA

 

$ 1,000.00

$ 1,019.10

$ 6.09

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,013.60

$ 6.07

HypotheticalA

 

$ 1,000.00

$ 1,019.10

$ 6.09

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

igf723518

United Kingdom 18.9%

 

igf723520

United States of America 18.2%

 

igf723522

Japan 10.9%

 

igf723524

Switzerland 9.1%

 

igf723526

Australia 5.4%

 

igf723528

Belgium 4.6%

 

igf723530

France 3.6%

 

igf723532

Sweden 3.5%

 

igf723534

Denmark 3.1%

 

jmcw

Other 22.7%

 

igf723538

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

igf723518

United Kingdom 18.3%

 

igf723520

United States of America 18.1%

 

igf723522

Japan 10.6%

 

igf723524

Switzerland 9.5%

 

igf723526

Belgium 4.2%

 

igf723528

Australia 4.0%

 

igf723530

Germany 3.8%

 

igf723532

Denmark 3.3%

 

igf723534

France 3.3%

 

jmcw

Other 24.9%

 

igf723550

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

98.1

97.4

Short-Term Investments and Net Other Assets (Liabilities)

1.9

2.6

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

5.0

5.0

Anheuser-Busch InBev SA NV (Belgium, Beverages)

3.6

3.3

Novo Nordisk A/S Series B sponsored ADR (Denmark, Pharmaceuticals)

2.7

2.5

GlaxoSmithKline PLC sponsored ADR (United Kingdom, Pharmaceuticals)

2.5

1.7

Linde AG (Germany, Chemicals)

2.4

2.4

BG Group PLC (United Kingdom, Oil, Gas & Consumable Fuels)

2.4

2.9

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

2.3

2.0

Philip Morris International, Inc. (United States of America, Tobacco)

2.0

1.8

Standard Chartered PLC (United Kingdom) (United Kingdom, Commercial Banks)

2.0

1.9

CSL Ltd. (Australia, Biotechnology)

1.9

1.5

 

26.8

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Staples

24.2

22.4

Industrials

14.5

13.4

Consumer Discretionary

14.5

15.2

Materials

12.4

13.2

Health Care

11.4

9.5

Information Technology

8.4

7.5

Financials

7.2

10.9

Energy

5.5

4.9

Telecommunication Services

0.0

0.4

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 98.1%

Shares

Value

Australia - 5.4%

Coca-Cola Amatil Ltd.

147,671

$ 2,061,749

CSL Ltd.

74,105

3,653,923

Newcrest Mining Ltd.

45,609

1,251,313

Sydney Airport unit

179,470

631,553

Woodside Petroleum Ltd.

40,108

1,432,213

WorleyParsons Ltd.

50,089

1,282,714

TOTAL AUSTRALIA

10,313,465

Austria - 1.1%

Andritz AG

36,600

2,204,495

Bailiwick of Jersey - 1.1%

Informa PLC

86,364

557,758

Randgold Resources Ltd. sponsored ADR

12,335

1,475,143

TOTAL BAILIWICK OF JERSEY

2,032,901

Belgium - 4.6%

Anheuser-Busch InBev SA NV

82,391

6,890,455

Umicore SA

38,731

1,987,716

TOTAL BELGIUM

8,878,171

Bermuda - 0.8%

Lazard Ltd. Class A

20,292

597,802

Li & Fung Ltd.

519,000

870,575

TOTAL BERMUDA

1,468,377

Brazil - 1.1%

Arezzo Industria e Comercio SA

27,400

489,033

Iguatemi Empresa de Shopping Centers SA

49,200

624,977

Multiplan Empreendimentos Imobiliarios SA

33,800

990,177

TOTAL BRAZIL

2,104,187

Canada - 1.8%

Agnico-Eagle Mines Ltd. (Canada)

13,300

750,926

Fairfax Financial Holdings Ltd. (sub. vtg.)

1,300

482,266

First Quantum Minerals Ltd.

22,400

503,509

Goldcorp, Inc.

29,006

1,311,260

Open Text Corp. (a)

8,600

462,226

TOTAL CANADA

3,510,187

Common Stocks - continued

Shares

Value

Cayman Islands - 1.7%

Baidu.com, Inc. sponsored ADR (a)

8,080

$ 861,490

Sands China Ltd.

655,600

2,465,886

TOTAL CAYMAN ISLANDS

3,327,376

Denmark - 3.1%

Novo Nordisk A/S Series B sponsored ADR

32,400

5,193,396

William Demant Holding A/S (a)

9,700

834,267

TOTAL DENMARK

6,027,663

Finland - 1.5%

Nokian Tyres PLC

58,508

2,426,725

Outotec Oyj

9,000

438,267

TOTAL FINLAND

2,864,992

France - 3.6%

Alstom SA

47,499

1,622,260

Danone SA

46,652

2,867,694

Remy Cointreau SA

8,587

890,626

Safran SA

39,100

1,555,606

TOTAL FRANCE

6,936,186

Germany - 3.0%

Linde AG

27,941

4,698,991

Siemens AG sponsored ADR (d)

11,200

1,130,192

TOTAL GERMANY

5,829,183

Ireland - 1.8%

CRH PLC sponsored ADR

68,700

1,281,255

Elan Corp. PLC sponsored ADR (a)

65,784

710,467

James Hardie Industries NV sponsored ADR (d)

32,000

1,538,880

TOTAL IRELAND

3,530,602

Israel - 0.2%

Azrieli Group

19,200

428,628

Italy - 0.9%

Fiat Industrial SpA

115,401

1,249,716

Interpump Group SpA

75,351

572,324

TOTAL ITALY

1,822,040

Japan - 10.9%

Autobacs Seven Co. Ltd.

19,900

816,391

Denso Corp.

85,000

2,660,842

Fanuc Corp.

17,000

2,706,627

Common Stocks - continued

Shares

Value

Japan - continued

Fast Retailing Co. Ltd.

8,200

$ 1,826,331

Japan Tobacco, Inc.

27,700

765,454

JS Group Corp.

34,900

771,621

Keyence Corp.

10,062

2,669,587

Kobayashi Pharmaceutical Co. Ltd.

16,400

865,915

Mitsui Fudosan Co. Ltd.

55,000

1,111,299

Nintendo Co. Ltd.

8,000

1,030,189

Osaka Securities Exchange Co. Ltd.

10

37,267

SHO-BOND Holdings Co. Ltd.

15,600

471,537

SMC Corp.

5,500

866,717

Unicharm Corp.

24,900

1,347,463

USS Co. Ltd.

20,580

2,162,924

Yamato Kogyo Co. Ltd.

32,700

917,959

TOTAL JAPAN

21,028,123

Netherlands - 2.2%

ASML Holding NV

61,400

3,375,158

D.E. Master Blenders 1753 NV (a)

66,459

812,222

TOTAL NETHERLANDS

4,187,380

Portugal - 1.2%

Jeronimo Martins SGPS SA

127,352

2,228,409

South Africa - 0.4%

Clicks Group Ltd.

120,343

829,708

Spain - 1.6%

Inditex SA

18,214

2,323,979

Prosegur Compania de Seguridad SA (Reg.)

151,049

822,285

TOTAL SPAIN

3,146,264

Sweden - 3.5%

ASSA ABLOY AB (B Shares)

48,761

1,625,391

Fagerhult AB

15,400

380,769

H&M Hennes & Mauritz AB (B Shares)

74,630

2,525,959

Intrum Justitia AB

30,000

434,199

Swedish Match Co. AB

52,300

1,781,996

TOTAL SWEDEN

6,748,314

Switzerland - 9.1%

Nestle SA

152,687

9,689,468

Roche Holding AG (participation certificate)

22,817

4,387,979

Schindler Holding AG:

(participation certificate)

9,410

1,239,780

Common Stocks - continued

Shares

Value

Switzerland - continued

Schindler Holding AG: - continued

(Reg.)

1,530

$ 197,965

Swatch Group AG (Bearer)

2,480

1,026,299

UBS AG (NY Shares)

61,021

916,535

TOTAL SWITZERLAND

17,458,026

Turkey - 2.3%

Anadolu Efes Biracilik Ve Malt Sanayii A/S

43,800

657,305

Coca-Cola Icecek A/S

82,142

1,594,723

Turkiye Garanti Bankasi A/S

276,500

1,320,413

Turkiye Petrol Rafinerile A/S

32,687

798,712

TOTAL TURKEY

4,371,153

United Kingdom - 18.9%

Anglo American PLC:

ADR

25,200

387,324

(United Kingdom)

12,200

374,658

Babcock International Group PLC

79,300

1,251,550

BG Group PLC

247,955

4,591,577

BHP Billiton PLC ADR (d)

56,100

3,589,278

GlaxoSmithKline PLC sponsored ADR

107,600

4,831,240

InterContinental Hotel Group PLC ADR

94,530

2,327,329

Johnson Matthey PLC

48,477

1,759,387

Reckitt Benckiser Group PLC

53,945

3,264,515

Rexam PLC

141,583

1,020,618

Rolls-Royce Group PLC

167,537

2,310,250

Rolls-Royce Group PLC Class C

12,732,812

20,548

Rotork PLC

38,200

1,404,279

SABMiller PLC

75,766

3,245,588

Serco Group PLC

135,342

1,237,282

Shaftesbury PLC

62,933

556,539

Standard Chartered PLC (United Kingdom)

162,631

3,840,894

Unite Group PLC

103,000

470,558

TOTAL UNITED KINGDOM

36,483,414

United States of America - 16.3%

Allergan, Inc.

14,200

1,276,864

Amazon.com, Inc. (a)

5,500

1,280,510

Autoliv, Inc. (d)

33,400

1,923,840

Berkshire Hathaway, Inc. Class B (a)

23,023

1,988,036

BorgWarner, Inc. (a)

20,246

1,332,592

CME Group, Inc.

14,700

822,171

Cummins, Inc.

7,404

692,866

Common Stocks - continued

Shares

Value

United States of America - continued

Cymer, Inc. (a)

9,787

$ 779,926

FMC Technologies, Inc. (a)

24,788

1,013,829

Freeport-McMoRan Copper & Gold, Inc.

13,800

536,544

Martin Marietta Materials, Inc. (d)

6,000

493,860

MasterCard, Inc. Class A

7,400

3,410,882

Mead Johnson Nutrition Co. Class A

30,200

1,862,132

Mohawk Industries, Inc. (a)

11,200

934,864

National Oilwell Varco, Inc.

20,289

1,495,299

Philip Morris International, Inc.

44,508

3,941,628

PriceSmart, Inc.

9,200

763,508

ResMed, Inc.

26,100

1,042,434

Solera Holdings, Inc.

11,689

547,162

SS&C Technologies Holdings, Inc. (a)

19,300

463,779

Union Pacific Corp.

17,300

2,128,419

Visa, Inc. Class A

19,500

2,705,820

TOTAL UNITED STATES OF AMERICA

31,436,965

TOTAL COMMON STOCKS

(Cost $179,197,131)


189,196,209

Money Market Funds - 6.7%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

6,916,036

6,916,036

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

5,935,200

5,935,200

TOTAL MONEY MARKET FUNDS

(Cost $12,851,236)


12,851,236

TOTAL INVESTMENT PORTFOLIO - 104.8%

(Cost $192,048,367)

202,047,445

NET OTHER ASSETS (LIABILITIES) - (4.8)%

(9,201,174)

NET ASSETS - 100%

$ 192,846,271

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

$ 7,474

Fidelity Securities Lending Cash Central Fund

56,903

Total

$ 64,377

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 27,951,837

$ 27,951,837

$ -

$ -

Consumer Staples

46,360,558

39,470,103

6,890,455

-

Energy

10,614,344

10,614,344

-

-

Financials

14,187,562

14,187,562

-

-

Health Care

21,930,570

21,930,570

-

-

Industrials

27,966,498

27,966,498

-

-

Information Technology

16,306,219

16,306,219

-

-

Materials

23,878,621

23,878,621

-

-

Money Market Funds

12,851,236

12,851,236

-

-

Total Investments in Securities:

$ 202,047,445

$ 195,156,990

$ 6,890,455

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 8,172,491

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $5,892,979) - See accompanying schedule:

Unaffiliated issuers (cost $179,197,131)

$ 189,196,209

 

Fidelity Central Funds (cost $12,851,236)

12,851,236

 

Total Investments (cost $192,048,367)

 

$ 202,047,445

Foreign currency held at value (cost $128)

128

Receivable for investments sold

193,639

Receivable for fund shares sold

861,534

Dividends receivable

270,403

Distributions receivable from Fidelity Central Funds

4,169

Receivable from investment adviser for expense reductions

33,993

Other receivables

7,075

Total assets

203,418,386

 

 

 

Liabilities

Payable for investments purchased

$ 4,214,811

Payable for fund shares redeemed

174,237

Accrued management fee

121,924

Distribution and service plan fees payable

14,452

Other affiliated payables

46,085

Other payables and accrued expenses

65,406

Collateral on securities loaned, at value

5,935,200

Total liabilities

10,572,115

 

 

 

Net Assets

$ 192,846,271

Net Assets consist of:

 

Paid in capital

$ 187,380,543

Undistributed net investment income

1,374,430

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(5,900,404)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

9,991,702

Net Assets

$ 192,846,271

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, 2012

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($21,874,352 ÷ 2,455,261 shares)

$ 8.91

 

 

 

Maximum offering price per share (100/94.25 of $8.91)

$ 9.45

Class T:
Net Asset Value
and redemption price per share ($10,689,976 ÷ 1,202,180 shares)

$ 8.89

 

 

 

Maximum offering price per share (100/96.50 of $8.89)

$ 9.21

Class B:
Net Asset Value
and offering price per share ($1,116,152 ÷ 125,639 shares)A

$ 8.88

 

 

 

Class C:
Net Asset Value
and offering price per share ($5,647,907 ÷ 638,785 shares)A

$ 8.84

 

 

 

International Growth:
Net Asset Value
, offering price and redemption price per share ($149,526,022 ÷ 16,710,639 shares)

$ 8.95

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($3,991,862 ÷ 446,301 shares)

$ 8.94

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, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 3,011,819

Interest

 

13

Income from Fidelity Central Funds

 

64,377

Income before foreign taxes withheld

 

3,076,209

Less foreign taxes withheld

 

(190,510)

Total income

 

2,885,699

 

 

 

Expenses

Management fee
Basic fee

$ 841,290

Performance adjustment

98,242

Transfer agent fees

325,129

Distribution and service plan fees

96,288

Accounting and security lending fees

62,806

Custodian fees and expenses

59,416

Independent trustees' compensation

721

Registration fees

83,181

Audit

66,173

Legal

501

Miscellaneous

773

Total expenses before reductions

1,634,520

Expense reductions

(126,529)

1,507,991

Net investment income (loss)

1,377,708

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(820,062)

Foreign currency transactions

(13,150)

Total net realized gain (loss)

 

(833,212)

Change in net unrealized appreciation (depreciation) on:

Investment securities

11,235,369

Assets and liabilities in foreign currencies

(8,388)

Total change in net unrealized appreciation (depreciation)

 

11,226,981

Net gain (loss)

10,393,769

Net increase (decrease) in net assets resulting from operations

$ 11,771,477

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,377,708

$ 628,947

Net realized gain (loss)

(833,212)

1,817,821

Change in net unrealized appreciation (depreciation)

11,226,981

(6,057,574)

Net increase (decrease) in net assets resulting
from operations

11,771,477

(3,610,806)

Distributions to shareholders from net investment income

(594,738)

(276,358)

Distributions to shareholders from net realized gain

(48,645)

(48,341)

Total distributions

(643,383)

(324,699)

Share transactions - net increase (decrease)

115,271,822

35,841,228

Redemption fees

5,972

7,927

Total increase (decrease) in net assets

126,405,888

31,913,650

 

 

 

Net Assets

Beginning of period

66,440,383

34,526,733

End of period (including undistributed net investment income of $1,374,430 and undistributed net investment income of $591,460, respectively)

$ 192,846,271

$ 66,440,383

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.09

$ 8.38

$ 7.01

$ 5.46

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .08

  .05

  .05

  .07

Net realized and unrealized gain (loss)

  .81

  (.31)

  1.39

  1.55

  (4.61)

Total from investment operations

  .89

  (.23)

  1.44

  1.60

  (4.54)

Distributions from net investment income

  (.06)

  (.05)

  (.05)

  (.05)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.03)

  -

  -

Total distributions

  (.07)

  (.06)

  (.07) I

  (.05)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.91

$ 8.09

$ 8.38

$ 7.01

$ 5.46

Total Return A, B

  11.10%

  (2.76)%

  20.68%

  29.72%

  (45.40)%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.58%

  1.77%

  2.13%

  2.46%

  2.88%

Expenses net of fee waivers, if any

  1.45%

  1.45%

  1.50%

  1.50%

  1.50%

Expenses net of all reductions

  1.44%

  1.43%

  1.48%

  1.47%

  1.48%

Net investment income (loss)

  .99%

  .92%

  .74%

  .85%

  .80%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 21,874

$ 6,352

$ 3,084

$ 1,452

$ 820

Portfolio turnover rate E

  32%

  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,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.08

$ 8.38

$ 7.00

$ 5.45

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .06

  .06

  .04

  .03

  .05

Net realized and unrealized gain (loss)

  .81

  (.31)

  1.39

  1.55

  (4.60)

Total from investment operations

  .87

  (.25)

  1.43

  1.58

  (4.55)

Distributions from net investment income

  (.05)

  (.04)

  (.02)

  (.03)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.03)

  -

  -

Total distributions

  (.06)

  (.05)

  (.05)

  (.03)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.89

$ 8.08

$ 8.38

$ 7.00

$ 5.45

Total Return A, B

  10.82%

  (3.03)%

  20.47%

  29.22%

  (45.50)%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.85%

  2.03%

  2.41%

  2.67%

  3.07%

Expenses net of fee waivers, if any

  1.70%

  1.70%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.69%

  1.68%

  1.73%

  1.73%

  1.73%

Net investment income (loss)

  .74%

  .67%

  .49%

  .59%

  .55%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,690

$ 2,917

$ 1,034

$ 532

$ 507

Portfolio turnover rate E

  32%

  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,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.06

$ 8.36

$ 6.98

$ 5.42

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .02

  .01

  - H

  .01

  - H

Net realized and unrealized gain (loss)

  .80

  (.30)

  1.38

  1.55

  (4.58)

Total from investment operations

  .82

  (.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

$ 8.88

$ 8.06

$ 8.36

$ 6.98

$ 5.42

Total Return A, B

  10.17%

  (3.47)%

  19.77%

  28.78%

  (45.80)%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.35%

  2.55%

  2.87%

  3.17%

  3.55%

Expenses net of fee waivers, if any

  2.20%

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.19%

  2.18%

  2.23%

  2.23%

  2.23%

Net investment income (loss)

  .24%

  .17%

  (.01)%

  .09%

  .05%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,116

$ 473

$ 581

$ 328

$ 642

Portfolio turnover rate E

  32%

  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,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.03

$ 8.34

$ 6.98

$ 5.42

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .02

  .01

  - H

  .01

  - H

Net realized and unrealized gain (loss)

  .80

  (.31)

  1.38

  1.55

  (4.58)

Total from investment operations

  .82

  (.30)

  1.38

  1.56

  (4.58)

Distributions from net investment income

  (.01)

  (.01)

  -

  -

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.02)

  -

  -

Total distributions

  (.01) J

  (.01) I

  (.02)

  -

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.84

$ 8.03

$ 8.34

$ 6.98

$ 5.42

Total Return A, B

  10.27%

  (3.57)%

  19.82%

  28.78%

  (45.80)%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.33%

  2.52%

  2.89%

  3.21%

  3.52%

Expenses net of fee waivers, if any

  2.20%

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.19%

  2.18%

  2.24%

  2.23%

  2.23%

Net investment income (loss)

  .24%

  .17%

  (.01)%

  .09%

  .05%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,648

$ 2,767

$ 1,261

$ 780

$ 684

Portfolio turnover rate E

  32%

  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.

J Total distributions of $.01 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $.006 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Growth

Years ended October 31,

2012

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.12

$ 8.40

$ 7.02

$ 5.48

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .10

  .07

  .06

  .09

Net realized and unrealized gain (loss)

  .81

  (.30)

  1.39

  1.54

  (4.60)

Total from investment operations

  .92

  (.20)

  1.46

  1.60

  (4.51)

Distributions from net investment income

  (.08)

  (.07)

  (.06)

  (.06)

  (.01)

Distributions from net realized gain

  (.01)

  (.01)

  (.03)

  -

  -

Total distributions

  (.09)

  (.08)

  (.08) H

  (.06)

  (.01)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.95

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Total Return A

  11.41%

  (2.47)%

  20.97%

  29.77%

  (45.17)%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.28%

  1.52%

  1.89%

  2.19%

  2.35%

Expenses net of fee waivers, if any

  1.20%

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.19%

  1.18%

  1.23%

  1.23%

  1.23%

Net investment income (loss)

  1.24%

  1.17%

  .99%

  1.09%

  1.05%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 149,526

$ 53,437

$ 28,454

$ 18,254

$ 11,884

Portfolio turnover rate D

  32%

  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,

2012

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.12

$ 8.40

$ 7.02

$ 5.48

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .10

  .10

  .07

  .06

  .09

Net realized and unrealized gain (loss)

  .81

  (.30)

  1.39

  1.54

  (4.60)

Total from investment operations

  .91

  (.20)

  1.46

  1.60

  (4.51)

Distributions from net investment income

  (.08)

  (.07)

  (.06)

  (.06)

  (.01)

Distributions from net realized gain

  (.01)

  (.01)

  (.03)

  -

  -

Total distributions

  (.09)

  (.08)

  (.08) H

  (.06)

  (.01)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.94

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Total Return A

  11.28%

  (2.47)%

  20.97%

  29.77%

  (45.17)%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.27%

  1.50%

  1.92%

  2.01%

  2.56%

Expenses net of fee waivers, if any

  1.20%

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.19%

  1.18%

  1.23%

  1.23%

  1.23%

Net investment income (loss)

  1.24%

  1.17%

  .99%

  1.09%

  1.05%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,992

$ 493

$ 113

$ 36

$ 521

Portfolio turnover rate D

  32%

  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, 2012

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. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded 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 under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

$ 16,586,724

Gross unrealized depreciation

(6,916,202)

Net unrealized appreciation (depreciation) on securities and other investments

$ 9,670,522

 

 

Tax Cost

$ 192,376,923

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

$ 1,436,227

Capital loss carryforward

$ (5,633,645)

Net unrealized appreciation (depreciation)

$ 9,663,146

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (1,819,472)

2017

(2,797,799)

Total with expiration

(4,617,271)

No expiration

 

Short-term

(1,016,374)

Total capital loss carryforward

$ (5,633,645)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 643,383

$ 324,699

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 December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is

Annual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

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 $152,600,135 and $37,480,345, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of International Growth as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .79% 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%

$ 27,055

$ 698

Class T

.25%

.25%

25,571

121

Class B

.75%

.25%

6,002

4,531

Class C

.75%

.25%

37,660

12,092

 

 

 

$ 96,288

$ 17,442

Annual Report

Notes to Financial Statements - continued

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 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 15,825

Class T

3,545

Class B*

1,058

Class C*

1,676

 

$ 22,104

* 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

$ 32,331

.30

Class T

16,359

.32

Class B

1,802

.30

Class C

11,442

.30

International Growth

258,582

.27

Institutional Class

4,613

.25

 

$ 325,129

 

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 each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $375 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $289 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 $56,903. During the period, there were no securities loaned to FCM.

Annual Report

Notes to Financial Statements - continued

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, 2013. 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%

$ 13,952

Class T

1.70%

7,830

Class B

2.20%

897

Class C

2.20%

4,960

International Growth

1.20%

82,095

Institutional Class

1.20%

1,177

 

 

$ 110,911

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 $15,575 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 $43.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 50,503

$ 19,878

Class T

18,666

5,087

Class B

-

545

Class C

2,205

1,547

International Growth

516,958

247,117

Institutional Class

6,406

2,184

Total

$ 594,738

$ 276,358

Annual Report

9. Distributions to Shareholders - continued

Years ended October 31,

2012

2011

From net realized gain

 

 

Class A

$ 4,810

$ 4,255

Class T

2,196

1,455

Class B

-

211

Class C

1,890

826

International Growth

39,262

41,245

Institutional Class

487

349

Total

$ 48,645

$ 48,341

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

1,901,699

547,911

$ 16,560,116

$ 4,762,829

Reinvestment of distributions

5,422

2,679

42,831

22,867

Shares redeemed

(236,851)

(133,581)

(2,015,265)

(1,142,023)

Net increase (decrease)

1,670,270

417,009

$ 14,587,682

$ 3,643,673

Class T

 

 

 

 

Shares sold

941,446

292,221

$ 8,178,600

$ 2,542,402

Reinvestment of distributions

2,626

762

20,742

6,516

Shares redeemed

(102,766)

(55,432)

(866,637)

(470,382)

Net increase (decrease)

841,306

237,551

$ 7,332,705

$ 2,078,536

Class B

 

 

 

 

Shares sold

92,865

22,762

$ 806,549

$ 193,446

Reinvestment of distributions

-

78

-

670

Shares redeemed

(25,954)

(33,639)

(218,180)

(282,311)

Net increase (decrease)

66,911

(10,799)

$ 588,369

$ (88,195)

Class C

 

 

 

 

Shares sold

400,291

258,483

$ 3,375,948

$ 2,202,762

Reinvestment of distributions

510

274

4,026

2,357

Shares redeemed

(106,475)

(65,559)

(879,489)

(555,739)

Net increase (decrease)

294,326

193,198

$ 2,500,485

$ 1,649,380

International Growth

 

 

 

 

Shares sold

13,301,892

5,799,026

$ 114,028,412

$ 50,047,832

Reinvestment of distributions

68,821

33,184

544,378

283,553

Shares redeemed

(3,238,606)

(2,639,092)

(27,713,258)

(22,190,157)

Net increase (decrease)

10,132,107

3,193,118

$ 86,859,532

$ 28,141,228

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Institutional Class

 

 

 

 

Shares sold

438,656

76,126

$ 3,841,370

$ 670,433

Reinvestment of distributions

655

292

5,178

2,491

Shares redeemed

(53,696)

(29,187)

(443,499)

(256,318)

Net increase (decrease)

385,615

47,231

$ 3,403,049

$ 416,606

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, Fidelity VIP FundsManager 60% Portfolio was the owner of record of approximately 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 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, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity International Growth Fund voted to pay on December 10, 2012, to shareholders of record at the opening of business on December 7, 2012, a distribution of $0.005 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.097 per share from net investment income.

The fund designates 10% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% of the dividends distributed in December 2011 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

12/05/2011

$0.080

$0.0072

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, 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.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, 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 (top of box) and the 75th percentile return (bottom 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

Fidelity International Growth Fund

igf723552

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-year period. 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 (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 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity International Growth Fund

igf723554

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 2011. 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 and the retail class ranked below its competitive median for 2011, the total expense ratio of Class B ranked equal to its competitive median for 2011, and the total expense ratio of each of Class T, Class C, and Institutional Class ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class B, Class C, Institutional Class, and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.45%, 1.70%, 2.20%, 2.20%, 1.20%, and 1.20% through December 31, 2012.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

Annual Report

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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
Smithfield, RI

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 graphic)
1-800-544-5555

(automated graphic)
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

IGF-UANN-1212
1.912349.102

Fidelity®

International Small Cap Opportunities

Fund

Annual Report

October 31, 2012

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2012 FMR LLC. All rights reserved.

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


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2012

Past 1
year

Past 5
years

Life of fund A

Fidelity® International Small Cap Opportunities Fund

12.21%

-7.45%

3.64%

A From August 2, 2005

$10,000 Over Life of Fund

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® Small Cap Index performed over the same period.

ils950835

Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a modest advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind, foreign developed- and emerging-markets stocks still managed a gain for the 12 months, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gains, advancing roughly 11%. A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which also helped the region outpace the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of the MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

Comments from Jed Weiss, Portfolio Manager of Fidelity® International Small Cap Opportunities Fund: For the year, the fund's Retail Class shares gained 12.21%, easily outpacing the 5.99% advance of the benchmark MSCI® EAFE® Small Cap Index. Security selection in emerging markets and Japan was very helpful. An out-of-benchmark allocation to globally oriented U.S.-based stocks also contributed to relative performance, while stock picking in Canada hurt. In sector terms, security selection helped in consumer discretionary, materials, industrials and financials, while energy and telecommunication services were detractors. The top individual contributor was Cymer, a U.S. laser manufacturer that gained sharply after in October after agreeing to be acquired by ASML Holding. Unite Group, a U.K.-based owner of student housing properties, added value, while better housing data lifted shares of U.S. carpet manufacturer Mohawk Industries and building products company James Hardie Industries, incorporated in Ireland and listed in Australia. In contrast, Austrian lighting company Zumtobel was hurt by weakness in its lighting-components business. Other disappointments were Nippon Thompson, a Japanese maker of linear motion guides, and Brazilian chemicals maker Braskem. Most of the names I've mentioned were not in the index, and I sold Braskem before 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012
to October 31, 2012

Class A

1.65%

 

 

 

Actual

 

$ 1,000.00

$ 1,025.70

$ 8.40

Hypothetical A

 

$ 1,000.00

$ 1,016.84

$ 8.36

Class T

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,024.90

$ 9.67

Hypothetical A

 

$ 1,000.00

$ 1,015.58

$ 9.63

Class B

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,022.40

$ 12.20

Hypothetical A

 

$ 1,000.00

$ 1,013.07

$ 12.14

Class C

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,022.40

$ 12.20

Hypothetical A

 

$ 1,000.00

$ 1,013.07

$ 12.14

International Small Cap Opportunities

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,027.40

$ 7.13

Hypothetical A

 

$ 1,000.00

$ 1,018.10

$ 7.10

Institutional Class

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,028.30

$ 7.14

Hypothetical A

 

$ 1,000.00

$ 1,018.10

$ 7.10

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

ils950837

Japan 21.1%

 

ils950839

United Kingdom 19.2%

 

ils950841

United States of America 16.6%

 

ils950843

Germany 4.8%

 

ils950845

Canada 3.5%

 

ils950847

France 3.0%

 

ils950849

Turkey 2.8%

 

ils950851

Sweden 2.5%

 

ils950853

Brazil 2.5%

 

jmcw

Other 24.0%

 

ils950857

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

ils950837

Japan 21.1%

 

ils950839

United States of America 17.8%

 

ils950841

United Kingdom 17.5%

 

ils950843

Germany 4.7%

 

ils950845

France 3.1%

 

ils950847

Canada 2.9%

 

ils950849

Brazil 2.9%

 

ils950851

South Africa 2.6%

 

ils950853

Sweden 2.5%

 

jmcw

Other 24.9%

 

ils950869

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

96.1

94.5

Short-Term Investments and Net Other Assets (Liabilities)

3.9

5.5

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

PriceSmart, Inc. (United States of America, Food & Staples Retailing)

2.5

2.5

USS Co. Ltd. (Japan, Specialty Retail)

2.0

2.0

Andritz AG (Austria, Machinery)

1.6

1.5

Unite Group PLC (United Kingdom, Real Estate Management & Development)

1.5

1.2

Kobayashi Pharmaceutical Co. Ltd. (Japan, Personal Products)

1.5

1.4

Spirax-Sarco Engineering PLC (United Kingdom, Machinery)

1.5

1.7

Prosegur Compania de Seguridad SA (Reg.) (Spain, Commercial Services & Supplies)

1.4

1.4

Coca-Cola Icecek A/S (Turkey, Beverages)

1.4

1.0

Interpump Group SpA (Italy, Machinery)

1.3

1.3

Meggitt PLC (United Kingdom, Aerospace & Defense)

1.3

1.3

 

16.0

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Industrials

24.0

23.0

Consumer Discretionary

18.6

19.1

Financials

14.0

14.7

Consumer Staples

12.6

12.1

Materials

9.7

9.5

Information Technology

7.6

7.7

Health Care

5.1

4.9

Energy

4.5

3.5

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 95.4%

Shares

Value

Australia - 1.0%

Ramsay Health Care Ltd.

66,365

$ 1,636,831

Sydney Airport unit

637,981

2,245,048

TOTAL AUSTRALIA

3,881,879

Austria - 2.1%

Andritz AG

101,600

6,119,580

Zumtobel AG

157,681

1,684,690

TOTAL AUSTRIA

7,804,270

Bailiwick of Jersey - 1.6%

Informa PLC

588,230

3,798,923

Randgold Resources Ltd. sponsored ADR

18,300

2,188,497

TOTAL BAILIWICK OF JERSEY

5,987,420

Belgium - 1.6%

Gimv NV

55,410

2,678,156

Umicore SA

62,474

3,206,232

TOTAL BELGIUM

5,884,388

Bermuda - 1.0%

GP Investments Ltd. (depositary receipt) (a)

357,600

825,752

Lazard Ltd. Class A

32,899

969,205

Trinity Ltd.

2,704,000

1,894,532

TOTAL BERMUDA

3,689,489

Brazil - 1.8%

Arezzo Industria e Comercio SA

108,700

1,940,068

Banco Pine SA

242,285

1,693,925

Iguatemi Empresa de Shopping Centers SA

89,400

1,135,629

Multiplan Empreendimentos Imobiliarios SA

63,600

1,863,174

TOTAL BRAZIL

6,632,796

British Virgin Islands - 0.2%

Gem Diamonds Ltd. (a)

346,495

943,576

Canada - 3.5%

Agnico-Eagle Mines Ltd. (Canada)

22,960

1,296,335

Baytex Energy Corp. (d)

21,900

996,601

Copper Mountain Mining Corp. (a)

206,100

833,686

Eldorado Gold Corp.

123,100

1,819,230

Fairfax Financial Holdings Ltd. (sub. vtg.)

4,790

1,776,964

Open Text Corp. (a)

30,200

1,623,165

Painted Pony Petroleum Ltd. Class A (a)

99,100

1,071,620

Common Stocks - continued

Shares

Value

Canada - continued

Pason Systems, Inc.

114,900

$ 1,871,763

Petrominerales Ltd.

101,379

813,062

TAG Oil Ltd. (a)

148,400

1,040,100

TOTAL CANADA

13,142,526

Cayman Islands - 0.3%

Vantage Drilling Co. (a)

525,331

966,609

Denmark - 0.2%

William Demant Holding A/S (a)

10,433

897,310

Finland - 1.9%

Nokian Tyres PLC

88,600

3,674,844

Outotec Oyj

68,900

3,355,179

TOTAL FINLAND

7,030,023

France - 3.0%

Laurent-Perrier Group

28,463

2,427,515

Remy Cointreau SA

27,273

2,828,699

Saft Groupe SA

79,819

1,774,812

Vetoquinol SA

37,895

1,267,234

Virbac SA

16,000

2,789,315

TOTAL FRANCE

11,087,575

Germany - 4.8%

alstria office REIT-AG

170,500

2,059,218

Bilfinger Berger AG

36,659

3,586,950

CompuGROUP Holding AG

109,908

1,994,402

CTS Eventim AG

137,426

4,079,056

Fielmann AG

36,437

3,546,809

Software AG (Bearer)

65,781

2,635,450

TOTAL GERMANY

17,901,885

India - 0.7%

Jyothy Laboratories Ltd.

817,354

2,694,131

Ireland - 1.4%

FBD Holdings PLC

82,200

1,028,145

James Hardie Industries NV:

CDI

35,000

335,342

sponsored ADR (d)

83,775

4,028,740

TOTAL IRELAND

5,392,227

Israel - 0.9%

Azrieli Group

70,005

1,562,817

Common Stocks - continued

Shares

Value

Israel - continued

Ituran Location & Control Ltd.

131,286

$ 1,622,695

Strauss Group Ltd.

23,244

262,626

TOTAL ISRAEL

3,448,138

Italy - 2.1%

Azimut Holding SpA

253,073

3,204,761

Interpump Group SpA

640,443

4,864,446

TOTAL ITALY

8,069,207

Japan - 21.1%

Air Water, Inc.

76,000

952,023

Aozora Bank Ltd.

813,000

2,291,432

Asahi Co. Ltd. (d)

106,500

1,603,570

Autobacs Seven Co. Ltd.

99,200

4,069,648

Azbil Corp.

68,200

1,395,097

Cosmos Pharmaceutical Corp.

14,300

1,409,758

Daikoku Denki Co. Ltd.

32,800

829,964

Daikokutenbussan Co. Ltd.

121,200

3,853,258

FCC Co. Ltd.

176,500

3,172,711

Fields Corp.

59,200

851,329

GCA Savvian Group Corp.

1,309

1,554,468

Glory Ltd.

93,000

2,257,723

Goldcrest Co. Ltd.

106,940

1,608,856

Iwatsuka Confectionary Co. Ltd.

26,500

991,883

Kamigumi Co. Ltd.

207,000

1,669,899

Kobayashi Pharmaceutical Co. Ltd.

106,300

5,612,608

Kyoto Kimono Yuzen Co. Ltd.

123,300

1,490,474

Meiko Network Japan Co. Ltd.

104,500

1,060,316

Miraial Co. Ltd.

39,200

746,386

Nabtesco Corp.

108,100

2,012,233

Nagaileben Co. Ltd.

125,700

1,845,427

Nihon M&A Center, Inc.

127,200

3,816,159

Nihon Parkerizing Co. Ltd.

181,000

2,732,118

Nippon Seiki Co. Ltd.

186,000

1,787,073

Nippon Thompson Co. Ltd.

460,000

1,590,380

NS Tool Co., Ltd.

4,400

74,959

Obic Co. Ltd.

10,130

2,084,879

Osaka Securities Exchange Co. Ltd.

178

663,347

OSG Corp.

173,600

2,272,479

Seven Bank Ltd.

1,158,900

3,309,899

SHO-BOND Holdings Co. Ltd.

95,200

2,877,585

Shoei Co. Ltd.

95,800

522,022

Common Stocks - continued

Shares

Value

Japan - continued

The Nippon Synthetic Chemical Industry Co. Ltd.

318,000

$ 2,087,336

Tocalo Co. Ltd.

70,000

1,016,285

Tsutsumi Jewelry Co. Ltd.

41,800

958,735

USS Co. Ltd.

72,710

7,641,700

Yamato Kogyo Co. Ltd.

151,700

4,258,546

TOTAL JAPAN

78,972,565

Korea (South) - 0.6%

Woongjin Coway Co. Ltd.

61,100

2,224,732

Netherlands - 2.3%

Aalberts Industries NV

205,700

3,732,653

ASM International NV unit

71,200

2,258,464

Heijmans NV unit

112,623

953,663

QIAGEN NV (a)

94,600

1,650,770

TOTAL NETHERLANDS

8,595,550

Papua New Guinea - 0.4%

Oil Search Ltd. ADR

207,544

1,602,881

Philippines - 0.6%

Jollibee Food Corp.

856,460

2,202,623

Portugal - 0.8%

Jeronimo Martins SGPS SA

161,700

2,829,431

South Africa - 2.0%

African Rainbow Minerals Ltd.

77,800

1,628,563

City Lodge Hotels Ltd.

76,302

809,603

Clicks Group Ltd.

495,688

3,417,533

Mr Price Group Ltd.

98,200

1,517,059

TOTAL SOUTH AFRICA

7,372,758

Spain - 1.8%

Grifols SA (a)

49,232

1,707,611

Prosegur Compania de Seguridad SA (Reg.)

946,390

5,151,986

TOTAL SPAIN

6,859,597

Sweden - 2.5%

Fagerhult AB

90,605

2,240,230

Intrum Justitia AB

288,334

4,173,147

Swedish Match Co. AB

85,600

2,916,613

TOTAL SWEDEN

9,329,990

Switzerland - 0.5%

Zehnder Group AG

31,864

1,876,667

Common Stocks - continued

Shares

Value

Turkey - 2.8%

Albaraka Turk Katilim Bankasi A/S

2,942,565

$ 2,331,070

Boyner Buyuk Magazacilik A/S (a)

1,290,451

2,966,058

Coca-Cola Icecek A/S

264,362

5,132,384

TOTAL TURKEY

10,429,512

United Kingdom - 19.2%

AMEC PLC

111,405

1,905,666

Babcock International Group PLC

205,700

3,246,455

Bellway PLC

198,072

3,231,547

Berendsen PLC

176,863

1,606,873

Britvic PLC

429,700

2,490,795

Dechra Pharmaceuticals PLC

282,100

2,808,824

Derwent London PLC

58,600

1,949,946

Elementis PLC

405,882

1,370,898

Great Portland Estates PLC

487,489

3,678,541

H&T Group PLC

232,153

1,077,081

InterContinental Hotel Group PLC ADR

111,626

2,748,232

Johnson Matthey PLC

79,175

2,873,517

Meggitt PLC

771,669

4,806,784

Persimmon PLC

202,563

2,598,744

Rotork PLC

119,500

4,392,966

Serco Group PLC

426,309

3,897,272

Shaftesbury PLC

412,873

3,651,180

Spectris PLC

130,587

3,641,497

Spirax-Sarco Engineering PLC

174,930

5,462,375

Ted Baker PLC

112,000

1,713,415

Ultra Electronics Holdings PLC

129,658

3,542,359

Unite Group PLC

1,274,170

5,821,079

Victrex PLC

146,882

3,377,689

TOTAL UNITED KINGDOM

71,893,735

United States of America - 12.7%

ANSYS, Inc. (a)

15,285

1,083,401

Autoliv, Inc.

61,900

3,565,440

BPZ Energy, Inc. (a)(d)

286,767

825,889

Broadridge Financial Solutions, Inc.

61,705

1,416,130

Cymer, Inc. (a)

49,209

3,921,465

Dril-Quip, Inc. (a)

40,569

2,809,809

Evercore Partners, Inc. Class A

56,200

1,567,980

Greenhill & Co., Inc.

40,995

1,956,281

Kansas City Southern

42,800

3,443,688

Martin Marietta Materials, Inc.

23,800

1,958,978

Common Stocks - continued

Shares

Value

United States of America - continued

Mohawk Industries, Inc. (a)

41,700

$ 3,480,699

Oceaneering International, Inc.

53,100

2,778,723

PriceSmart, Inc.

110,996

9,211,553

ResMed, Inc.

98,000

3,914,120

Solera Holdings, Inc.

68,456

3,204,425

SS&C Technologies Holdings, Inc. (a)

106,858

2,567,798

TOTAL UNITED STATES OF AMERICA

47,706,379

TOTAL COMMON STOCKS

(Cost $286,436,564)


357,349,869

Nonconvertible Preferred Stocks - 0.7%

 

 

 

 

Brazil - 0.7%

Banco ABC Brasil SA
(Cost $2,957,747)

452,289


2,569,811

Money Market Funds - 4.1%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

14,393,835

14,393,835

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

1,000,230

1,000,230

TOTAL MONEY MARKET FUNDS

(Cost $15,394,065)


15,394,065

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $304,788,376)

375,313,745

NET OTHER ASSETS (LIABILITIES) - (0.2)%

(868,125)

NET ASSETS - 100%

$ 374,445,620

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

$ 20,578

Fidelity Securities Lending Cash Central Fund

123,696

Total

$ 144,274

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

All investments are categorized as Level 1 under the Fair Value Hierarchy. 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, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 83,755,081

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $950,434) - See accompanying schedule:

Unaffiliated issuers (cost $289,394,311)

$ 359,919,680

 

Fidelity Central Funds (cost $15,394,065)

15,394,065

 

Total Investments (cost $304,788,376)

 

$ 375,313,745

Receivable for investments sold

852,658

Receivable for fund shares sold

208,144

Dividends receivable

1,012,746

Distributions receivable from Fidelity Central Funds

3,106

Receivable from investment adviser for expense reductions

3,081

Other receivables

8,858

Total assets

377,402,338

 

 

 

Liabilities

Payable for investments purchased

$ 833,907

Payable for fund shares redeemed

609,477

Accrued management fee

332,364

Distribution and service plan fees payable

14,354

Other affiliated payables

98,330

Other payables and accrued expenses

68,056

Collateral on securities loaned, at value

1,000,230

Total liabilities

2,956,718

 

 

 

Net Assets

$ 374,445,620

Net Assets consist of:

 

Paid in capital

$ 650,027,368

Undistributed net investment income

3,302,296

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(349,390,238)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

70,506,194

Net Assets

$ 374,445,620

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, 2012

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($18,194,312 ÷ 1,687,285 shares)

$ 10.78

 

 

 

Maximum offering price per share (100/94.25 of $10.78)

$ 11.44

Class T:
Net Asset Value
and redemption price per share ($8,168,756 ÷ 763,991 shares)

$ 10.69

 

 

 

Maximum offering price per share (100/96.50 of $10.69)

$ 11.08

Class B:
Net Asset Value
and offering price per share ($1,965,725 ÷ 187,264 shares)A

$ 10.50

 

 

 

Class C:
Net Asset Value
and offering price per share ($6,608,275 ÷ 630,481 shares)A

$ 10.48

 

 

 

International Small Cap Opportunities:
Net Asset Value
, offering price and redemption price per share ($334,917,873 ÷ 30,769,882 shares)

$ 10.88

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($4,590,679 ÷ 421,283 shares)

$ 10.90

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, 2012

 

  

  

Investment Income

  

  

Dividends

 

$ 9,443,414

Income from Fidelity Central Funds

 

144,274

Income before foreign taxes withheld

 

9,587,688

Less foreign taxes withheld

 

(625,721)

Total income

 

8,961,967

 

 

 

Expenses

Management fee
Basic fee

$ 3,085,108

Performance adjustment

775,332

Transfer agent fees

999,785

Distribution and service plan fees

174,080

Accounting and security lending fees

188,109

Custodian fees and expenses

101,203

Independent trustees' compensation

2,363

Registration fees

81,326

Audit

67,233

Legal

1,855

Miscellaneous

3,487

Total expenses before reductions

5,479,881

Expense reductions

(297,227)

5,182,654

Net investment income (loss)

3,779,313

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

21,390,324

Foreign currency transactions

(29,044)

Total net realized gain (loss)

 

21,361,280

Change in net unrealized appreciation (depreciation) on:

Investment securities

17,246,510

Assets and liabilities in foreign currencies

(10,085)

Total change in net unrealized appreciation (depreciation)

 

17,236,425

Net gain (loss)

38,597,705

Net increase (decrease) in net assets resulting from operations

$ 42,377,018

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

  

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,779,313

$ 7,043,577

Net realized gain (loss)

21,361,280

54,021,779

Change in net unrealized appreciation (depreciation)

17,236,425

(52,262,552)

Net increase (decrease) in net assets resulting
from operations

42,377,018

8,802,804

Distributions to shareholders from net investment income

(4,886,680)

(6,223,295)

Distributions to shareholders from net realized gain

(369,319)

(1,761,993)

Total distributions

(5,255,999)

(7,985,288)

Share transactions - net increase (decrease)

(28,976,326)

(78,669,716)

Redemption fees

64,463

71,408

Total increase (decrease) in net assets

8,209,156

(77,780,792)

 

 

 

Net Assets

Beginning of period

366,236,464

444,017,256

End of period (including undistributed net investment income of $3,302,296 and undistributed net investment income of $4,428,178, respectively)

$ 374,445,620

$ 366,236,464

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.75

$ 9.82

$ 8.07

$ 6.24

$ 18.97

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .15 F

  .06

  .06

  .02

Net realized and unrealized gain (loss)

  1.07

  (.07)

  1.85

  1.77

  (10.85)

Total from investment operations

  1.15

  .08

  1.91

  1.83

  (10.83)

Distributions from net investment income

  (.11)

  (.11)

  (.07)

  -

  (.03)

Distributions from net realized gain

  (.01)

  (.04)

  (.09)

  -

  (1.88)

Total distributions

  (.12)

  (.15)

  (.16)

  -

  (1.90) I

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.78

$ 9.75

$ 9.82

$ 8.07

$ 6.24

Total Return A,B

  12.00%

  .81%

  24.05%

  29.33%

  (62.98)%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  1.75%

  1.34%

  1.16%

  .94%

  1.75%

Expenses net of fee waivers, if any

  1.65%

  1.33%

  1.16%

  .94%

  1.66%

Expenses net of all reductions

  1.64%

  1.32%

  1.15%

  .89%

  1.62%

Net investment income (loss)

  .85%

  1.44% F

  .74%

  1.00%

  .13%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 18,194

$ 18,686

$ 20,228

$ 18,883

$ 17,905

Portfolio turnover rate E

  28%

  24%

  49%

  174%

  61%

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 large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.66

$ 9.72

$ 8.00

$ 6.20

$ 18.85

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .06

  .12 F

  .04

  .05

  (.02)

Net realized and unrealized gain (loss)

  1.06

  (.06)

  1.83

  1.75

  (10.78)

Total from investment operations

  1.12

  .06

  1.87

  1.80

  (10.80)

Distributions from net investment income

  (.08)

  (.08)

  (.06)

  -

  -

Distributions from net realized gain

  (.01)

  (.04)

  (.09)

  -

  (1.85)

Total distributions

  (.09)

  (.12)

  (.15)

  -

  (1.85) I

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.69

$ 9.66

$ 9.72

$ 8.00

$ 6.20

Total Return A,B

  11.72%

  .60%

  23.65%

  29.03%

  (63.08)%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  2.02%

  1.60%

  1.43%

  1.20%

  2.00%

Expenses net of fee waivers, if any

  1.90%

  1.60%

  1.43%

  1.20%

  1.91%

Expenses net of all reductions

  1.89%

  1.59%

  1.41%

  1.15%

  1.87%

Net investment income (loss)

  .60%

  1.17% F

  .48%

  .74%

  (.12)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,169

$ 8,701

$ 11,202

$ 11,915

$ 11,614

Portfolio turnover rate E

  28%

  24%

  49%

  174%

  61%

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 large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.48

$ 9.54

$ 7.87

$ 6.12

$ 18.64

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .01

  .07 F

  - H

  .02

  (.08)

Net realized and unrealized gain (loss)

  1.05

  (.06)

  1.79

  1.73

  (10.68)

Total from investment operations

  1.06

  .01

  1.79

  1.75

  (10.76)

Distributions from net investment income

  (.03)

  (.06)

  (.03)

  -

  -

Distributions from net realized gain

  (.01)

  (.02)

  (.09)

  -

  (1.76)

Total distributions

  (.04)

  (.07) J

  (.12)

  -

  (1.76) I

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.50

$ 9.48

$ 9.54

$ 7.87

$ 6.12

Total Return A,B

  11.21%

  .10%

  23.03%

  28.59%

  (63.32)%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  2.50%

  2.09%

  1.91%

  1.69%

  2.51%

Expenses net of fee waivers, if any

  2.40%

  2.09%

  1.91%

  1.69%

  2.41%

Expenses net of all reductions

  2.39%

  2.07%

  1.90%

  1.64%

  2.38%

Net investment income (loss)

  .10%

  .68% F

  (.01)%

  .25%

  (.62)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,966

$ 2,293

$ 2,902

$ 2,799

$ 2,687

Portfolio turnover rate E

  28%

  24%

  49%

  174%

  61%

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 large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .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 distributions 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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.47

$ 9.53

$ 7.86

$ 6.11

$ 18.63

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .01

  .07 F

  - H

  .02

  (.08)

Net realized and unrealized gain (loss)

  1.04

  (.06)

  1.79

  1.73

  (10.66)

Total from investment operations

  1.05

  .01

  1.79

  1.75

  (10.74)

Distributions from net investment income

  (.03)

  (.06)

  (.03)

  -

  -

Distributions from net realized gain

  (.01)

  (.02)

  (.09)

  -

  (1.78)

Total distributions

  (.04)

  (.07) J

  (.12)

  -

  (1.78) I

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.48

$ 9.47

$ 9.53

$ 7.86

$ 6.11

Total Return A,B

  11.13%

  .10%

  23.06%

  28.64%

  (63.32)%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  2.50%

  2.09%

  1.91%

  1.68%

  2.51%

Expenses net of fee waivers, if any

  2.40%

  2.09%

  1.91%

  1.68%

  2.41%

Expenses net of all reductions

  2.39%

  2.07%

  1.90%

  1.63%

  2.38%

Net investment income (loss)

  .10%

  .68% F

  (.01)%

  .26%

  (.62)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,608

$ 6,900

$ 8,936

$ 8,543

$ 9,497

Portfolio turnover rate E

  28%

  24%

  49%

  174%

  61%

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 large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .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 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 - International Small Cap Opportunities

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.85

$ 9.92

$ 8.14

$ 6.28

$ 19.09

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .17 E

  .09

  .08

  .05

Net realized and unrealized gain (loss)

  1.07

  (.06)

  1.87

  1.78

  (10.92)

Total from investment operations

  1.18

  .11

  1.96

  1.86

  (10.87)

Distributions from net investment income

  (.14)

  (.14)

  (.09)

  - G

  (.06)

Distributions from net realized gain

  (.01)

  (.04)

  (.09)

  -

  (1.88)

Total distributions

  (.15)

  (.18)

  (.18)

  - G

  (1.94) H

Redemption fees added to paid in capital B,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.88

$ 9.85

$ 9.92

$ 8.14

$ 6.28

Total Return A

  12.21%

  1.10%

  24.43%

  29.68%

  (62.91)%

Ratios to Average Net Assets C,F

 

 

 

 

 

Expenses before reductions

  1.47%

  1.08%

  .91%

  .68%

  1.44%

Expenses net of fee waivers, if any

  1.40%

  1.08%

  .91%

  .68%

  1.44%

Expenses net of all reductions

  1.39%

  1.06%

  .89%

  .64%

  1.40%

Net investment income (loss)

  1.10%

  1.69% E

  1.00%

  1.25%

  .36%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 334,918

$ 328,262

$ 398,331

$ 329,128

$ 312,376

Portfolio turnover rate D

  28%

  24%

  49%

  174%

  61%

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 large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring 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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.86

$ 9.93

$ 8.14

$ 6.27

$ 19.09

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .18 E

  .09

  .08

  .05

Net realized and unrealized gain (loss)

  1.08

  (.06)

  1.86

  1.79

  (10.92)

Total from investment operations

  1.19

  .12

  1.95

  1.87

  (10.87)

Distributions from net investment income

  (.14)

  (.15)

  (.07)

  - G

  (.07)

Distributions from net realized gain

  (.01)

  (.04)

  (.09)

  -

  (1.88)

Total distributions

  (.15)

  (.19)

  (.16)

  - G

  (1.95) H

Redemption fees added to paid in capital B,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.90

$ 9.86

$ 9.93

$ 8.14

$ 6.27

Total Return A

  12.32%

  1.13%

  24.33%

  29.87%

  (62.95)%

Ratios to Average Net Assets C,F

 

 

 

 

 

Expenses before reductions

  1.44%

  1.03%

  .90%

  .68%

  1.40%

Expenses net of fee waivers, if any

  1.40%

  1.03%

  .90%

  .68%

  1.40%

Expenses net of all reductions

  1.39%

  1.02%

  .88%

  .64%

  1.37%

Net investment income (loss)

  1.10%

  1.74% E

  1.01%

  1.25%

  .39%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,591

$ 1,395

$ 2,418

$ 2,022

$ 8,117

Portfolio turnover rate D

  28%

  24%

  49%

  174%

  61%

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 large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring 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, 2012

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. 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 may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Information on transfers between Levels 1 and 2 is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost 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

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. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 83,324,701

Gross unrealized depreciation

(15,053,989)

Net unrealized appreciation (depreciation) on securities and other investments

$ 68,270,712

 

 

Tax Cost

$ 307,043,033

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 3,403,046

Capital loss carryforward

$ (347,236,330)

Net unrealized appreciation (depreciation)

$ 68,251,537

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (16,734,422)

2017

(330,501,908)

Total capital loss carryforward

$ (347,236,330)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 5,255,999

$ 7,985,288

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 December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $95,723,212 and $132,775,590, 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 an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of 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 1.07% 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,

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 45,023

$ 324

Class T

.25%

.25%

41,524

226

Class B

.75%

.25%

20,873

15,685

Class C

.75%

.25%

66,660

4,234

 

 

 

$ 174,080

$ 20,469

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 4,301

Class T

1,534

Class B*

2,943

Class C*

466

 

$ 9,244

* 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

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 54,282

.30

Class T

26,259

.32

Class B

6,290

.30

Class C

20,134

.30

International Small Cap Opportunities

886,296

.28

Institutional Class

6,524

.26

 

$ 999,785

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $417 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $987 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

Annual Report

7. Security Lending - continued

receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $123,696 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.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.65%

$ 17,831

Class T

1.90%

9,529

Class B

2.40%

2,107

Class C

2.40%

6,700

International Small Cap Opportunities

1.40%

233,896

Institutional Class

1.40%

1,228

 

 

$ 271,291

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 $25,931 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of

Annual Report

Notes to Financial Statements - continued

8. Expense Reductions - continued

uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $5.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 208,264

$ 234,699

Class T

69,950

95,132

Class B

6,357

17,225

Class C

20,258

53,555

International Small Cap Opportunities

4,562,121

5,789,167

Institutional Class

19,730

33,517

Total

$ 4,886,680

$ 6,223,295

From net realized gain

 

 

Class A

$ 18,763

$ 81,710

Class T

8,968

45,784

Class B

2,355

4,543

Class C

7,235

13,930

International Small Cap Opportunities

330,589

1,606,951

Institutional Class

1,409

9,075

Total

$ 369,319

$ 1,761,993

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

245,367

414,528

$ 2,443,449

$ 4,258,719

Reinvestment of distributions

21,375

27,655

198,575

279,266

Shares redeemed

(495,775)

(586,134)

(4,923,741)

(5,964,528)

Net increase (decrease)

(229,033)

(143,951)

$ (2,281,717)

$ (1,426,543)

Class T

 

 

 

 

Shares sold

101,299

106,538

$ 986,575

$ 1,079,217

Reinvestment of distributions

8,148

13,404

75,201

134,702

Shares redeemed

(246,162)

(371,432)

(2,450,796)

(3,710,229)

Net increase (decrease)

(136,715)

(251,490)

$ (1,389,020)

$ (2,496,310)

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class B

 

 

 

 

Shares sold

3,884

6,900

$ 38,597

$ 67,544

Reinvestment of distributions

862

1,989

7,845

19,877

Shares redeemed

(59,335)

(71,270)

(579,917)

(711,316)

Net increase (decrease)

(54,589)

(62,381)

$ (533,475)

$ (623,895)

Class C

 

 

 

 

Shares sold

69,065

80,402

$ 669,794

$ 802,688

Reinvestment of distributions

2,800

5,984

25,455

59,727

Shares redeemed

(170,268)

(295,393)

(1,664,901)

(2,919,335)

Net increase (decrease)

(98,403)

(209,007)

$ (969,652)

$ (2,056,920)

International Small Cap Opportunities

 

 

 

 

Shares sold

5,283,408

4,054,816

$ 53,067,911

$ 41,630,046

Reinvestment of distributions

495,697

693,159

4,634,765

7,035,420

Shares redeemed

(8,350,807)

(11,579,067)

(84,356,251)

(119,651,010)

Net increase (decrease)

(2,571,702)

(6,831,092)

$ (26,653,575)

$ (70,985,544)

Institutional Class

 

 

 

 

Shares sold

348,073

36,278

$ 3,541,043

$ 362,488

Reinvestment of distributions

1,709

3,294

15,997

33,471

Shares redeemed

(70,045)

(141,623)

(705,927)

(1,476,463)

Net increase (decrease)

279,737

(102,051)

$ 2,851,113

$ (1,080,504)

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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Small Cap Opportunities Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the 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 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of 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

12/10/12

12/07/12

$0.101

$0.005

International Small Cap Opportunities designates 5% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

International Small Cap Opportunities designates 98% 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 Opportunities

12/05/11

$0.158

$0.0103

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

Annual Report

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, 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 Lipper Inc. as having an investment objective similar to that of the fund. The returns of Institutional Class (Class I) and Class C show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom 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 International Small Cap Opportunities Fund

ils950871

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 fourth quartile for the five-year period. The Board also noted that the investment performance of Institutional Class (Class I) the fund compared favorably to its benchmark for the one- and three-year periods, although the fund's five-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also 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 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Small Cap Opportunities Fund

ils950873

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 2011. 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 2011.

Annual Report

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board 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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(U.K.) Inc.

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

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 graphic)
1-800-544-5555

(automated graphic)
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

ILS-UANN-1212
1.815061.108

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

International Small Cap Opportunities

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2012

(Fidelity Cover Art)

Class A, Class T, Class B
and Class C are classes of
Fidelity® International
Small Cap Opportunities Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 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. © 2012 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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. Returns reflect the conversion of Class B shares to Class A shares after a maximum of seven years.

Average Annual Total Returns

Periods ended October 31, 2012

Past 1
year

Past 5
years

Life of
fund
A

  Class A (incl. 5.75% sales charge)

5.56%

-8.77%

2.54%

  Class T (incl. 3.50% sales charge)

7.81%

-8.57%

2.60%

  Class B (incl. contingent deferred sales charge) B

6.21%

-8.69%

2.60%

  Class C (incl. contingent deferred sales charge) C

10.13%

-8.37%

2.59%

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 Fund

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® Small Cap Index performed over the same period.

ail1028500

Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a modest advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind, foreign developed- and emerging-markets stocks still managed a gain for the 12 months, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gains, advancing roughly 11%. A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which also helped the region outpace the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of the MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

Comments from 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 12.00%, 11.72%, 11.21% and 11.13%, respectively (excluding sales charges), easily outpacing the 5.99% advance of the benchmark MSCI® EAFE® Small Cap Index. Security selection in emerging markets and Japan was very helpful. An out-of-benchmark allocation to globally oriented U.S.-based stocks also contributed to relative performance, while stock picking in Canada hurt. In sector terms, security selection helped in consumer discretionary, materials, industrials and financials, while energy and telecommunication services were detractors. The top individual contributor was Cymer, a U.S. laser manufacturer that gained sharply after in October after agreeing to be acquired by ASML Holding. Unite Group, a U.K.-based owner of student housing properties, added value, while better housing data lifted shares of U.S. carpet manufacturer Mohawk Industries and building products company James Hardie Industries, incorporated in Ireland and listed in Australia. In contrast, Austrian lighting company Zumtobel was hurt by weakness in its lighting-components business. Other disappointments were Nippon Thompson, a Japanese maker of linear motion guides, and Brazilian chemicals maker Braskem. Most of the names I've mentioned were not in the index, and I sold Braskem before 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012
to October 31, 2012

Class A

1.65%

 

 

 

Actual

 

$ 1,000.00

$ 1,025.70

$ 8.40

Hypothetical A

 

$ 1,000.00

$ 1,016.84

$ 8.36

Class T

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,024.90

$ 9.67

Hypothetical A

 

$ 1,000.00

$ 1,015.58

$ 9.63

Class B

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,022.40

$ 12.20

Hypothetical A

 

$ 1,000.00

$ 1,013.07

$ 12.14

Class C

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,022.40

$ 12.20

Hypothetical A

 

$ 1,000.00

$ 1,013.07

$ 12.14

International Small Cap Opportunities

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,027.40

$ 7.13

Hypothetical A

 

$ 1,000.00

$ 1,018.10

$ 7.10

Institutional Class

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,028.30

$ 7.14

Hypothetical A

 

$ 1,000.00

$ 1,018.10

$ 7.10

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

ail1028502

Japan 21.1%

 

ail1028504

United Kingdom 19.2%

 

ail1028506

United States of America 16.6%

 

ail1028508

Germany 4.8%

 

ail1028510

Canada 3.5%

 

ail1028512

France 3.0%

 

ail1028514

Turkey 2.8%

 

ail1028516

Sweden 2.5%

 

ail1028518

Brazil 2.5%

 

jmcw

Other 24.0%

 

ail1028522

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

ail1028502

Japan 21.1%

 

ail1028504

United States of America 17.8%

 

ail1028506

United Kingdom 17.5%

 

ail1028508

Germany 4.7%

 

ail1028510

France 3.1%

 

ail1028512

Canada 2.9%

 

ail1028514

Brazil 2.9%

 

ail1028516

South Africa 2.6%

 

ail1028518

Sweden 2.5%

 

jmcw

Other 24.9%

 

ail1028534

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

96.1

94.5

Short-Term Investments and Net Other Assets (Liabilities)

3.9

5.5

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

PriceSmart, Inc. (United States of America, Food & Staples Retailing)

2.5

2.5

USS Co. Ltd. (Japan, Specialty Retail)

2.0

2.0

Andritz AG (Austria, Machinery)

1.6

1.5

Unite Group PLC (United Kingdom, Real Estate Management & Development)

1.5

1.2

Kobayashi Pharmaceutical Co. Ltd. (Japan, Personal Products)

1.5

1.4

Spirax-Sarco Engineering PLC (United Kingdom, Machinery)

1.5

1.7

Prosegur Compania de Seguridad SA (Reg.) (Spain, Commercial Services & Supplies)

1.4

1.4

Coca-Cola Icecek A/S (Turkey, Beverages)

1.4

1.0

Interpump Group SpA (Italy, Machinery)

1.3

1.3

Meggitt PLC (United Kingdom, Aerospace & Defense)

1.3

1.3

 

16.0

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Industrials

24.0

23.0

Consumer Discretionary

18.6

19.1

Financials

14.0

14.7

Consumer Staples

12.6

12.1

Materials

9.7

9.5

Information Technology

7.6

7.7

Health Care

5.1

4.9

Energy

4.5

3.5

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 95.4%

Shares

Value

Australia - 1.0%

Ramsay Health Care Ltd.

66,365

$ 1,636,831

Sydney Airport unit

637,981

2,245,048

TOTAL AUSTRALIA

3,881,879

Austria - 2.1%

Andritz AG

101,600

6,119,580

Zumtobel AG

157,681

1,684,690

TOTAL AUSTRIA

7,804,270

Bailiwick of Jersey - 1.6%

Informa PLC

588,230

3,798,923

Randgold Resources Ltd. sponsored ADR

18,300

2,188,497

TOTAL BAILIWICK OF JERSEY

5,987,420

Belgium - 1.6%

Gimv NV

55,410

2,678,156

Umicore SA

62,474

3,206,232

TOTAL BELGIUM

5,884,388

Bermuda - 1.0%

GP Investments Ltd. (depositary receipt) (a)

357,600

825,752

Lazard Ltd. Class A

32,899

969,205

Trinity Ltd.

2,704,000

1,894,532

TOTAL BERMUDA

3,689,489

Brazil - 1.8%

Arezzo Industria e Comercio SA

108,700

1,940,068

Banco Pine SA

242,285

1,693,925

Iguatemi Empresa de Shopping Centers SA

89,400

1,135,629

Multiplan Empreendimentos Imobiliarios SA

63,600

1,863,174

TOTAL BRAZIL

6,632,796

British Virgin Islands - 0.2%

Gem Diamonds Ltd. (a)

346,495

943,576

Canada - 3.5%

Agnico-Eagle Mines Ltd. (Canada)

22,960

1,296,335

Baytex Energy Corp. (d)

21,900

996,601

Copper Mountain Mining Corp. (a)

206,100

833,686

Eldorado Gold Corp.

123,100

1,819,230

Fairfax Financial Holdings Ltd. (sub. vtg.)

4,790

1,776,964

Open Text Corp. (a)

30,200

1,623,165

Painted Pony Petroleum Ltd. Class A (a)

99,100

1,071,620

Common Stocks - continued

Shares

Value

Canada - continued

Pason Systems, Inc.

114,900

$ 1,871,763

Petrominerales Ltd.

101,379

813,062

TAG Oil Ltd. (a)

148,400

1,040,100

TOTAL CANADA

13,142,526

Cayman Islands - 0.3%

Vantage Drilling Co. (a)

525,331

966,609

Denmark - 0.2%

William Demant Holding A/S (a)

10,433

897,310

Finland - 1.9%

Nokian Tyres PLC

88,600

3,674,844

Outotec Oyj

68,900

3,355,179

TOTAL FINLAND

7,030,023

France - 3.0%

Laurent-Perrier Group

28,463

2,427,515

Remy Cointreau SA

27,273

2,828,699

Saft Groupe SA

79,819

1,774,812

Vetoquinol SA

37,895

1,267,234

Virbac SA

16,000

2,789,315

TOTAL FRANCE

11,087,575

Germany - 4.8%

alstria office REIT-AG

170,500

2,059,218

Bilfinger Berger AG

36,659

3,586,950

CompuGROUP Holding AG

109,908

1,994,402

CTS Eventim AG

137,426

4,079,056

Fielmann AG

36,437

3,546,809

Software AG (Bearer)

65,781

2,635,450

TOTAL GERMANY

17,901,885

India - 0.7%

Jyothy Laboratories Ltd.

817,354

2,694,131

Ireland - 1.4%

FBD Holdings PLC

82,200

1,028,145

James Hardie Industries NV:

CDI

35,000

335,342

sponsored ADR (d)

83,775

4,028,740

TOTAL IRELAND

5,392,227

Israel - 0.9%

Azrieli Group

70,005

1,562,817

Common Stocks - continued

Shares

Value

Israel - continued

Ituran Location & Control Ltd.

131,286

$ 1,622,695

Strauss Group Ltd.

23,244

262,626

TOTAL ISRAEL

3,448,138

Italy - 2.1%

Azimut Holding SpA

253,073

3,204,761

Interpump Group SpA

640,443

4,864,446

TOTAL ITALY

8,069,207

Japan - 21.1%

Air Water, Inc.

76,000

952,023

Aozora Bank Ltd.

813,000

2,291,432

Asahi Co. Ltd. (d)

106,500

1,603,570

Autobacs Seven Co. Ltd.

99,200

4,069,648

Azbil Corp.

68,200

1,395,097

Cosmos Pharmaceutical Corp.

14,300

1,409,758

Daikoku Denki Co. Ltd.

32,800

829,964

Daikokutenbussan Co. Ltd.

121,200

3,853,258

FCC Co. Ltd.

176,500

3,172,711

Fields Corp.

59,200

851,329

GCA Savvian Group Corp.

1,309

1,554,468

Glory Ltd.

93,000

2,257,723

Goldcrest Co. Ltd.

106,940

1,608,856

Iwatsuka Confectionary Co. Ltd.

26,500

991,883

Kamigumi Co. Ltd.

207,000

1,669,899

Kobayashi Pharmaceutical Co. Ltd.

106,300

5,612,608

Kyoto Kimono Yuzen Co. Ltd.

123,300

1,490,474

Meiko Network Japan Co. Ltd.

104,500

1,060,316

Miraial Co. Ltd.

39,200

746,386

Nabtesco Corp.

108,100

2,012,233

Nagaileben Co. Ltd.

125,700

1,845,427

Nihon M&A Center, Inc.

127,200

3,816,159

Nihon Parkerizing Co. Ltd.

181,000

2,732,118

Nippon Seiki Co. Ltd.

186,000

1,787,073

Nippon Thompson Co. Ltd.

460,000

1,590,380

NS Tool Co., Ltd.

4,400

74,959

Obic Co. Ltd.

10,130

2,084,879

Osaka Securities Exchange Co. Ltd.

178

663,347

OSG Corp.

173,600

2,272,479

Seven Bank Ltd.

1,158,900

3,309,899

SHO-BOND Holdings Co. Ltd.

95,200

2,877,585

Shoei Co. Ltd.

95,800

522,022

Common Stocks - continued

Shares

Value

Japan - continued

The Nippon Synthetic Chemical Industry Co. Ltd.

318,000

$ 2,087,336

Tocalo Co. Ltd.

70,000

1,016,285

Tsutsumi Jewelry Co. Ltd.

41,800

958,735

USS Co. Ltd.

72,710

7,641,700

Yamato Kogyo Co. Ltd.

151,700

4,258,546

TOTAL JAPAN

78,972,565

Korea (South) - 0.6%

Woongjin Coway Co. Ltd.

61,100

2,224,732

Netherlands - 2.3%

Aalberts Industries NV

205,700

3,732,653

ASM International NV unit

71,200

2,258,464

Heijmans NV unit

112,623

953,663

QIAGEN NV (a)

94,600

1,650,770

TOTAL NETHERLANDS

8,595,550

Papua New Guinea - 0.4%

Oil Search Ltd. ADR

207,544

1,602,881

Philippines - 0.6%

Jollibee Food Corp.

856,460

2,202,623

Portugal - 0.8%

Jeronimo Martins SGPS SA

161,700

2,829,431

South Africa - 2.0%

African Rainbow Minerals Ltd.

77,800

1,628,563

City Lodge Hotels Ltd.

76,302

809,603

Clicks Group Ltd.

495,688

3,417,533

Mr Price Group Ltd.

98,200

1,517,059

TOTAL SOUTH AFRICA

7,372,758

Spain - 1.8%

Grifols SA (a)

49,232

1,707,611

Prosegur Compania de Seguridad SA (Reg.)

946,390

5,151,986

TOTAL SPAIN

6,859,597

Sweden - 2.5%

Fagerhult AB

90,605

2,240,230

Intrum Justitia AB

288,334

4,173,147

Swedish Match Co. AB

85,600

2,916,613

TOTAL SWEDEN

9,329,990

Switzerland - 0.5%

Zehnder Group AG

31,864

1,876,667

Common Stocks - continued

Shares

Value

Turkey - 2.8%

Albaraka Turk Katilim Bankasi A/S

2,942,565

$ 2,331,070

Boyner Buyuk Magazacilik A/S (a)

1,290,451

2,966,058

Coca-Cola Icecek A/S

264,362

5,132,384

TOTAL TURKEY

10,429,512

United Kingdom - 19.2%

AMEC PLC

111,405

1,905,666

Babcock International Group PLC

205,700

3,246,455

Bellway PLC

198,072

3,231,547

Berendsen PLC

176,863

1,606,873

Britvic PLC

429,700

2,490,795

Dechra Pharmaceuticals PLC

282,100

2,808,824

Derwent London PLC

58,600

1,949,946

Elementis PLC

405,882

1,370,898

Great Portland Estates PLC

487,489

3,678,541

H&T Group PLC

232,153

1,077,081

InterContinental Hotel Group PLC ADR

111,626

2,748,232

Johnson Matthey PLC

79,175

2,873,517

Meggitt PLC

771,669

4,806,784

Persimmon PLC

202,563

2,598,744

Rotork PLC

119,500

4,392,966

Serco Group PLC

426,309

3,897,272

Shaftesbury PLC

412,873

3,651,180

Spectris PLC

130,587

3,641,497

Spirax-Sarco Engineering PLC

174,930

5,462,375

Ted Baker PLC

112,000

1,713,415

Ultra Electronics Holdings PLC

129,658

3,542,359

Unite Group PLC

1,274,170

5,821,079

Victrex PLC

146,882

3,377,689

TOTAL UNITED KINGDOM

71,893,735

United States of America - 12.7%

ANSYS, Inc. (a)

15,285

1,083,401

Autoliv, Inc.

61,900

3,565,440

BPZ Energy, Inc. (a)(d)

286,767

825,889

Broadridge Financial Solutions, Inc.

61,705

1,416,130

Cymer, Inc. (a)

49,209

3,921,465

Dril-Quip, Inc. (a)

40,569

2,809,809

Evercore Partners, Inc. Class A

56,200

1,567,980

Greenhill & Co., Inc.

40,995

1,956,281

Kansas City Southern

42,800

3,443,688

Martin Marietta Materials, Inc.

23,800

1,958,978

Common Stocks - continued

Shares

Value

United States of America - continued

Mohawk Industries, Inc. (a)

41,700

$ 3,480,699

Oceaneering International, Inc.

53,100

2,778,723

PriceSmart, Inc.

110,996

9,211,553

ResMed, Inc.

98,000

3,914,120

Solera Holdings, Inc.

68,456

3,204,425

SS&C Technologies Holdings, Inc. (a)

106,858

2,567,798

TOTAL UNITED STATES OF AMERICA

47,706,379

TOTAL COMMON STOCKS

(Cost $286,436,564)


357,349,869

Nonconvertible Preferred Stocks - 0.7%

 

 

 

 

Brazil - 0.7%

Banco ABC Brasil SA
(Cost $2,957,747)

452,289


2,569,811

Money Market Funds - 4.1%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

14,393,835

14,393,835

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

1,000,230

1,000,230

TOTAL MONEY MARKET FUNDS

(Cost $15,394,065)


15,394,065

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $304,788,376)

375,313,745

NET OTHER ASSETS (LIABILITIES) - (0.2)%

(868,125)

NET ASSETS - 100%

$ 374,445,620

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

$ 20,578

Fidelity Securities Lending Cash Central Fund

123,696

Total

$ 144,274

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

All investments are categorized as Level 1 under the Fair Value Hierarchy. 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, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 83,755,081

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $950,434) - See accompanying schedule:

Unaffiliated issuers (cost $289,394,311)

$ 359,919,680

 

Fidelity Central Funds (cost $15,394,065)

15,394,065

 

Total Investments (cost $304,788,376)

 

$ 375,313,745

Receivable for investments sold

852,658

Receivable for fund shares sold

208,144

Dividends receivable

1,012,746

Distributions receivable from Fidelity Central Funds

3,106

Receivable from investment adviser for expense reductions

3,081

Other receivables

8,858

Total assets

377,402,338

 

 

 

Liabilities

Payable for investments purchased

$ 833,907

Payable for fund shares redeemed

609,477

Accrued management fee

332,364

Distribution and service plan fees payable

14,354

Other affiliated payables

98,330

Other payables and accrued expenses

68,056

Collateral on securities loaned, at value

1,000,230

Total liabilities

2,956,718

 

 

 

Net Assets

$ 374,445,620

Net Assets consist of:

 

Paid in capital

$ 650,027,368

Undistributed net investment income

3,302,296

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(349,390,238)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

70,506,194

Net Assets

$ 374,445,620

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

  

October 31, 2012

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($18,194,312 ÷ 1,687,285 shares)

$ 10.78

 

 

 

Maximum offering price per share (100/94.25 of $10.78)

$ 11.44

Class T:
Net Asset Value
and redemption price per share ($8,168,756 ÷ 763,991 shares)

$ 10.69

 

 

 

Maximum offering price per share (100/96.50 of $10.69)

$ 11.08

Class B:
Net Asset Value
and offering price per share ($1,965,725 ÷ 187,264 shares)A

$ 10.50

 

 

 

Class C:
Net Asset Value
and offering price per share ($6,608,275 ÷ 630,481 shares)A

$ 10.48

 

 

 

International Small Cap Opportunities:
Net Asset Value
, offering price and redemption price per share ($334,917,873 ÷ 30,769,882 shares)

$ 10.88

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($4,590,679 ÷ 421,283 shares)

$ 10.90

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, 2012

 

  

  

Investment Income

  

  

Dividends

 

$ 9,443,414

Income from Fidelity Central Funds

 

144,274

Income before foreign taxes withheld

 

9,587,688

Less foreign taxes withheld

 

(625,721)

Total income

 

8,961,967

 

 

 

Expenses

Management fee
Basic fee

$ 3,085,108

Performance adjustment

775,332

Transfer agent fees

999,785

Distribution and service plan fees

174,080

Accounting and security lending fees

188,109

Custodian fees and expenses

101,203

Independent trustees' compensation

2,363

Registration fees

81,326

Audit

67,233

Legal

1,855

Miscellaneous

3,487

Total expenses before reductions

5,479,881

Expense reductions

(297,227)

5,182,654

Net investment income (loss)

3,779,313

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

21,390,324

Foreign currency transactions

(29,044)

Total net realized gain (loss)

 

21,361,280

Change in net unrealized appreciation (depreciation) on:

Investment securities

17,246,510

Assets and liabilities in foreign currencies

(10,085)

Total change in net unrealized appreciation (depreciation)

 

17,236,425

Net gain (loss)

38,597,705

Net increase (decrease) in net assets resulting from operations

$ 42,377,018

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

  

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,779,313

$ 7,043,577

Net realized gain (loss)

21,361,280

54,021,779

Change in net unrealized appreciation (depreciation)

17,236,425

(52,262,552)

Net increase (decrease) in net assets resulting
from operations

42,377,018

8,802,804

Distributions to shareholders from net investment income

(4,886,680)

(6,223,295)

Distributions to shareholders from net realized gain

(369,319)

(1,761,993)

Total distributions

(5,255,999)

(7,985,288)

Share transactions - net increase (decrease)

(28,976,326)

(78,669,716)

Redemption fees

64,463

71,408

Total increase (decrease) in net assets

8,209,156

(77,780,792)

 

 

 

Net Assets

Beginning of period

366,236,464

444,017,256

End of period (including undistributed net investment income of $3,302,296 and undistributed net investment income of $4,428,178, respectively)

$ 374,445,620

$ 366,236,464

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.75

$ 9.82

$ 8.07

$ 6.24

$ 18.97

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .15 F

  .06

  .06

  .02

Net realized and unrealized gain (loss)

  1.07

  (.07)

  1.85

  1.77

  (10.85)

Total from investment operations

  1.15

  .08

  1.91

  1.83

  (10.83)

Distributions from net investment income

  (.11)

  (.11)

  (.07)

  -

  (.03)

Distributions from net realized gain

  (.01)

  (.04)

  (.09)

  -

  (1.88)

Total distributions

  (.12)

  (.15)

  (.16)

  -

  (1.90) I

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.78

$ 9.75

$ 9.82

$ 8.07

$ 6.24

Total Return A,B

  12.00%

  .81%

  24.05%

  29.33%

  (62.98)%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  1.75%

  1.34%

  1.16%

  .94%

  1.75%

Expenses net of fee waivers, if any

  1.65%

  1.33%

  1.16%

  .94%

  1.66%

Expenses net of all reductions

  1.64%

  1.32%

  1.15%

  .89%

  1.62%

Net investment income (loss)

  .85%

  1.44% F

  .74%

  1.00%

  .13%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 18,194

$ 18,686

$ 20,228

$ 18,883

$ 17,905

Portfolio turnover rate E

  28%

  24%

  49%

  174%

  61%

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 large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.66

$ 9.72

$ 8.00

$ 6.20

$ 18.85

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .06

  .12 F

  .04

  .05

  (.02)

Net realized and unrealized gain (loss)

  1.06

  (.06)

  1.83

  1.75

  (10.78)

Total from investment operations

  1.12

  .06

  1.87

  1.80

  (10.80)

Distributions from net investment income

  (.08)

  (.08)

  (.06)

  -

  -

Distributions from net realized gain

  (.01)

  (.04)

  (.09)

  -

  (1.85)

Total distributions

  (.09)

  (.12)

  (.15)

  -

  (1.85) I

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.69

$ 9.66

$ 9.72

$ 8.00

$ 6.20

Total Return A,B

  11.72%

  .60%

  23.65%

  29.03%

  (63.08)%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  2.02%

  1.60%

  1.43%

  1.20%

  2.00%

Expenses net of fee waivers, if any

  1.90%

  1.60%

  1.43%

  1.20%

  1.91%

Expenses net of all reductions

  1.89%

  1.59%

  1.41%

  1.15%

  1.87%

Net investment income (loss)

  .60%

  1.17% F

  .48%

  .74%

  (.12)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,169

$ 8,701

$ 11,202

$ 11,915

$ 11,614

Portfolio turnover rate E

  28%

  24%

  49%

  174%

  61%

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 large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.48

$ 9.54

$ 7.87

$ 6.12

$ 18.64

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .01

  .07 F

  - H

  .02

  (.08)

Net realized and unrealized gain (loss)

  1.05

  (.06)

  1.79

  1.73

  (10.68)

Total from investment operations

  1.06

  .01

  1.79

  1.75

  (10.76)

Distributions from net investment income

  (.03)

  (.06)

  (.03)

  -

  -

Distributions from net realized gain

  (.01)

  (.02)

  (.09)

  -

  (1.76)

Total distributions

  (.04)

  (.07) J

  (.12)

  -

  (1.76) I

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.50

$ 9.48

$ 9.54

$ 7.87

$ 6.12

Total Return A,B

  11.21%

  .10%

  23.03%

  28.59%

  (63.32)%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  2.50%

  2.09%

  1.91%

  1.69%

  2.51%

Expenses net of fee waivers, if any

  2.40%

  2.09%

  1.91%

  1.69%

  2.41%

Expenses net of all reductions

  2.39%

  2.07%

  1.90%

  1.64%

  2.38%

Net investment income (loss)

  .10%

  .68% F

  (.01)%

  .25%

  (.62)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,966

$ 2,293

$ 2,902

$ 2,799

$ 2,687

Portfolio turnover rate E

  28%

  24%

  49%

  174%

  61%

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 large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .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 distributions 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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.47

$ 9.53

$ 7.86

$ 6.11

$ 18.63

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .01

  .07 F

  - H

  .02

  (.08)

Net realized and unrealized gain (loss)

  1.04

  (.06)

  1.79

  1.73

  (10.66)

Total from investment operations

  1.05

  .01

  1.79

  1.75

  (10.74)

Distributions from net investment income

  (.03)

  (.06)

  (.03)

  -

  -

Distributions from net realized gain

  (.01)

  (.02)

  (.09)

  -

  (1.78)

Total distributions

  (.04)

  (.07) J

  (.12)

  -

  (1.78) I

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.48

$ 9.47

$ 9.53

$ 7.86

$ 6.11

Total Return A,B

  11.13%

  .10%

  23.06%

  28.64%

  (63.32)%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  2.50%

  2.09%

  1.91%

  1.68%

  2.51%

Expenses net of fee waivers, if any

  2.40%

  2.09%

  1.91%

  1.68%

  2.41%

Expenses net of all reductions

  2.39%

  2.07%

  1.90%

  1.63%

  2.38%

Net investment income (loss)

  .10%

  .68% F

  (.01)%

  .26%

  (.62)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,608

$ 6,900

$ 8,936

$ 8,543

$ 9,497

Portfolio turnover rate E

  28%

  24%

  49%

  174%

  61%

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 large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .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 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 - International Small Cap Opportunities

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.85

$ 9.92

$ 8.14

$ 6.28

$ 19.09

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .17 E

  .09

  .08

  .05

Net realized and unrealized gain (loss)

  1.07

  (.06)

  1.87

  1.78

  (10.92)

Total from investment operations

  1.18

  .11

  1.96

  1.86

  (10.87)

Distributions from net investment income

  (.14)

  (.14)

  (.09)

  - G

  (.06)

Distributions from net realized gain

  (.01)

  (.04)

  (.09)

  -

  (1.88)

Total distributions

  (.15)

  (.18)

  (.18)

  - G

  (1.94) H

Redemption fees added to paid in capital B,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.88

$ 9.85

$ 9.92

$ 8.14

$ 6.28

Total Return A

  12.21%

  1.10%

  24.43%

  29.68%

  (62.91)%

Ratios to Average Net Assets C,F

 

 

 

 

 

Expenses before reductions

  1.47%

  1.08%

  .91%

  .68%

  1.44%

Expenses net of fee waivers, if any

  1.40%

  1.08%

  .91%

  .68%

  1.44%

Expenses net of all reductions

  1.39%

  1.06%

  .89%

  .64%

  1.40%

Net investment income (loss)

  1.10%

  1.69% E

  1.00%

  1.25%

  .36%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 334,918

$ 328,262

$ 398,331

$ 329,128

$ 312,376

Portfolio turnover rate D

  28%

  24%

  49%

  174%

  61%

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 large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring 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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.86

$ 9.93

$ 8.14

$ 6.27

$ 19.09

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .18 E

  .09

  .08

  .05

Net realized and unrealized gain (loss)

  1.08

  (.06)

  1.86

  1.79

  (10.92)

Total from investment operations

  1.19

  .12

  1.95

  1.87

  (10.87)

Distributions from net investment income

  (.14)

  (.15)

  (.07)

  - G

  (.07)

Distributions from net realized gain

  (.01)

  (.04)

  (.09)

  -

  (1.88)

Total distributions

  (.15)

  (.19)

  (.16)

  - G

  (1.95) H

Redemption fees added to paid in capital B,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.90

$ 9.86

$ 9.93

$ 8.14

$ 6.27

Total Return A

  12.32%

  1.13%

  24.33%

  29.87%

  (62.95)%

Ratios to Average Net Assets C,F

 

 

 

 

 

Expenses before reductions

  1.44%

  1.03%

  .90%

  .68%

  1.40%

Expenses net of fee waivers, if any

  1.40%

  1.03%

  .90%

  .68%

  1.40%

Expenses net of all reductions

  1.39%

  1.02%

  .88%

  .64%

  1.37%

Net investment income (loss)

  1.10%

  1.74% E

  1.01%

  1.25%

  .39%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,591

$ 1,395

$ 2,418

$ 2,022

$ 8,117

Portfolio turnover rate D

  28%

  24%

  49%

  174%

  61%

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 large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring 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, 2012

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. 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 may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Information on transfers between Levels 1 and 2 is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost 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

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. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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.

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:

Gross unrealized appreciation

$ 83,324,701

Gross unrealized depreciation

(15,053,989)

Net unrealized appreciation (depreciation) on securities and other investments

$ 68,270,712

 

 

Tax Cost

$ 307,043,033

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 3,403,046

Capital loss carryforward

$ (347,236,330)

Net unrealized appreciation (depreciation)

$ 68,251,537

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (16,734,422)

2017

(330,501,908)

Total capital loss carryforward

$ (347,236,330)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 5,255,999

$ 7,985,288

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 December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements

Annual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $95,723,212 and $132,775,590, 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 an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of 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 1.07% 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,

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 45,023

$ 324

Class T

.25%

.25%

41,524

226

Class B

.75%

.25%

20,873

15,685

Class C

.75%

.25%

66,660

4,234

 

 

 

$ 174,080

$ 20,469

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 4,301

Class T

1,534

Class B*

2,943

Class C*

466

 

$ 9,244

* 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

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 54,282

.30

Class T

26,259

.32

Class B

6,290

.30

Class C

20,134

.30

International Small Cap Opportunities

886,296

.28

Institutional Class

6,524

.26

 

$ 999,785

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $417 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $987 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

Annual Report

Notes to Financial Statements - continued

7. Security Lending - continued

receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $123,696 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.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.65%

$ 17,831

Class T

1.90%

9,529

Class B

2.40%

2,107

Class C

2.40%

6,700

International Small Cap Opportunities

1.40%

233,896

Institutional Class

1.40%

1,228

 

 

$ 271,291

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 $25,931 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of

Annual Report

8. Expense Reductions - continued

uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $5.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 208,264

$ 234,699

Class T

69,950

95,132

Class B

6,357

17,225

Class C

20,258

53,555

International Small Cap Opportunities

4,562,121

5,789,167

Institutional Class

19,730

33,517

Total

$ 4,886,680

$ 6,223,295

From net realized gain

 

 

Class A

$ 18,763

$ 81,710

Class T

8,968

45,784

Class B

2,355

4,543

Class C

7,235

13,930

International Small Cap Opportunities

330,589

1,606,951

Institutional Class

1,409

9,075

Total

$ 369,319

$ 1,761,993

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

245,367

414,528

$ 2,443,449

$ 4,258,719

Reinvestment of distributions

21,375

27,655

198,575

279,266

Shares redeemed

(495,775)

(586,134)

(4,923,741)

(5,964,528)

Net increase (decrease)

(229,033)

(143,951)

$ (2,281,717)

$ (1,426,543)

Class T

 

 

 

 

Shares sold

101,299

106,538

$ 986,575

$ 1,079,217

Reinvestment of distributions

8,148

13,404

75,201

134,702

Shares redeemed

(246,162)

(371,432)

(2,450,796)

(3,710,229)

Net increase (decrease)

(136,715)

(251,490)

$ (1,389,020)

$ (2,496,310)

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class B

 

 

 

 

Shares sold

3,884

6,900

$ 38,597

$ 67,544

Reinvestment of distributions

862

1,989

7,845

19,877

Shares redeemed

(59,335)

(71,270)

(579,917)

(711,316)

Net increase (decrease)

(54,589)

(62,381)

$ (533,475)

$ (623,895)

Class C

 

 

 

 

Shares sold

69,065

80,402

$ 669,794

$ 802,688

Reinvestment of distributions

2,800

5,984

25,455

59,727

Shares redeemed

(170,268)

(295,393)

(1,664,901)

(2,919,335)

Net increase (decrease)

(98,403)

(209,007)

$ (969,652)

$ (2,056,920)

International Small Cap Opportunities

 

 

 

 

Shares sold

5,283,408

4,054,816

$ 53,067,911

$ 41,630,046

Reinvestment of distributions

495,697

693,159

4,634,765

7,035,420

Shares redeemed

(8,350,807)

(11,579,067)

(84,356,251)

(119,651,010)

Net increase (decrease)

(2,571,702)

(6,831,092)

$ (26,653,575)

$ (70,985,544)

Institutional Class

 

 

 

 

Shares sold

348,073

36,278

$ 3,541,043

$ 362,488

Reinvestment of distributions

1,709

3,294

15,997

33,471

Shares redeemed

(70,045)

(141,623)

(705,927)

(1,476,463)

Net increase (decrease)

279,737

(102,051)

$ 2,851,113

$ (1,080,504)

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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Small Cap Opportunities Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the 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 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of 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

12/10/12

12/07/12

$0.077

$0.005

Class T

12/10/12

12/07/12

$0.054

$0.005

Class B

12/10/12

12/07/12

$0.003

$0.005

Class C

12/10/12

12/07/12

$0.011

$0.005

Class A designates 6%, Class T designates 8%, Class B designates 17% and Class C designates 17% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

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

12/05/11

$0.131

$0.0103

 

 

 

 

Class T

12/05/11

$0.098

$0.0103

 

 

 

 

Class B

12/05/11

$0.047

$0.0103

 

 

 

 

Class C

12/05/11

$0.048

$0.0103

 

 

 

 

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

Annual Report

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, 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 Lipper Inc. as having an investment objective similar to that of the fund. The returns of Institutional Class (Class I) and Class C show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom 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 International Small Cap Opportunities Fund

ail1028536

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 fourth quartile for the five-year period. The Board also noted that the investment performance of Institutional Class (Class I) the fund compared favorably to its benchmark for the one- and three-year periods, although the fund's five-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also 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 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Small Cap Opportunities Fund

ail1028538

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 2011. 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 2011.

Annual Report

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board 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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

AILS-UANN-1212
1.815089.107

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

International Small Cap Opportunities

Fund - Institutional Class

Annual Report

October 31, 2012

(Fidelity Cover Art)

Institutional Class
is a class of Fidelity®
International Small Cap
Opportunities Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 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. © 2012 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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, 2012

Past 1
year

Past 5
years

Life of
fund
A

  Institutional Class

12.32%

-7.44%

3.66%

A From August 2, 2005.

$10,000 Over Life of Fund

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® Small Cap Index performed over the same period.

lsi1104893

Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a modest advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind, foreign developed- and emerging-markets stocks still managed a gain for the 12 months, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gains, advancing roughly 11%. A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which also helped the region outpace the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of the MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

Comments from Jed Weiss, Portfolio Manager of Fidelity Advisor® International Small Cap Opportunities Fund: For the year, the fund's Institutional Class shares returned 12.32%, easily outpacing the 5.99% advance of the benchmark MSCI® EAFE® Small Cap Index. Security selection in emerging markets and Japan was very helpful. An out-of-benchmark allocation to globally oriented U.S.-based stocks also contributed to relative performance, while stock picking in Canada hurt. In sector terms, security selection helped in consumer discretionary, materials, industrials and financials, while energy and telecommunication services were detractors. The top individual contributor was Cymer, a U.S. laser manufacturer that gained sharply after in October after agreeing to be acquired by ASML Holding. Unite Group, a U.K.-based owner of student housing properties, added value, while better housing data lifted shares of U.S. carpet manufacturer Mohawk Industries and building products company James Hardie Industries, incorporated in Ireland and listed in Australia. In contrast, Austrian lighting company Zumtobel was hurt by weakness in its lighting-components business. Other disappointments were Nippon Thompson, a Japanese maker of linear motion guides, and Brazilian chemicals maker Braskem. Most of the names I've mentioned were not in the index, and I sold Braskem before 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012
to October 31, 2012

Class A

1.65%

 

 

 

Actual

 

$ 1,000.00

$ 1,025.70

$ 8.40

Hypothetical A

 

$ 1,000.00

$ 1,016.84

$ 8.36

Class T

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,024.90

$ 9.67

Hypothetical A

 

$ 1,000.00

$ 1,015.58

$ 9.63

Class B

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,022.40

$ 12.20

Hypothetical A

 

$ 1,000.00

$ 1,013.07

$ 12.14

Class C

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,022.40

$ 12.20

Hypothetical A

 

$ 1,000.00

$ 1,013.07

$ 12.14

International Small Cap Opportunities

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,027.40

$ 7.13

Hypothetical A

 

$ 1,000.00

$ 1,018.10

$ 7.10

Institutional Class

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,028.30

$ 7.14

Hypothetical A

 

$ 1,000.00

$ 1,018.10

$ 7.10

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

lsi1104895

Japan 21.1%

 

lsi1104897

United Kingdom 19.2%

 

lsi1104899

United States of America 16.6%

 

lsi1104901

Germany 4.8%

 

lsi1104903

Canada 3.5%

 

lsi1104905

France 3.0%

 

lsi1104907

Turkey 2.8%

 

lsi1104909

Sweden 2.5%

 

lsi1104911

Brazil 2.5%

 

jmcw

Other 24.0%

 

lsi1104915

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

lsi1104895

Japan 21.1%

 

lsi1104897

United States of America 17.8%

 

lsi1104899

United Kingdom 17.5%

 

lsi1104901

Germany 4.7%

 

lsi1104903

France 3.1%

 

lsi1104905

Canada 2.9%

 

lsi1104907

Brazil 2.9%

 

lsi1104909

South Africa 2.6%

 

lsi1104911

Sweden 2.5%

 

jmcw

Other 24.9%

 

lsi1104927

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

96.1

94.5

Short-Term Investments and Net Other Assets (Liabilities)

3.9

5.5

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

PriceSmart, Inc. (United States of America, Food & Staples Retailing)

2.5

2.5

USS Co. Ltd. (Japan, Specialty Retail)

2.0

2.0

Andritz AG (Austria, Machinery)

1.6

1.5

Unite Group PLC (United Kingdom, Real Estate Management & Development)

1.5

1.2

Kobayashi Pharmaceutical Co. Ltd. (Japan, Personal Products)

1.5

1.4

Spirax-Sarco Engineering PLC (United Kingdom, Machinery)

1.5

1.7

Prosegur Compania de Seguridad SA (Reg.) (Spain, Commercial Services & Supplies)

1.4

1.4

Coca-Cola Icecek A/S (Turkey, Beverages)

1.4

1.0

Interpump Group SpA (Italy, Machinery)

1.3

1.3

Meggitt PLC (United Kingdom, Aerospace & Defense)

1.3

1.3

 

16.0

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Industrials

24.0

23.0

Consumer Discretionary

18.6

19.1

Financials

14.0

14.7

Consumer Staples

12.6

12.1

Materials

9.7

9.5

Information Technology

7.6

7.7

Health Care

5.1

4.9

Energy

4.5

3.5

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 95.4%

Shares

Value

Australia - 1.0%

Ramsay Health Care Ltd.

66,365

$ 1,636,831

Sydney Airport unit

637,981

2,245,048

TOTAL AUSTRALIA

3,881,879

Austria - 2.1%

Andritz AG

101,600

6,119,580

Zumtobel AG

157,681

1,684,690

TOTAL AUSTRIA

7,804,270

Bailiwick of Jersey - 1.6%

Informa PLC

588,230

3,798,923

Randgold Resources Ltd. sponsored ADR

18,300

2,188,497

TOTAL BAILIWICK OF JERSEY

5,987,420

Belgium - 1.6%

Gimv NV

55,410

2,678,156

Umicore SA

62,474

3,206,232

TOTAL BELGIUM

5,884,388

Bermuda - 1.0%

GP Investments Ltd. (depositary receipt) (a)

357,600

825,752

Lazard Ltd. Class A

32,899

969,205

Trinity Ltd.

2,704,000

1,894,532

TOTAL BERMUDA

3,689,489

Brazil - 1.8%

Arezzo Industria e Comercio SA

108,700

1,940,068

Banco Pine SA

242,285

1,693,925

Iguatemi Empresa de Shopping Centers SA

89,400

1,135,629

Multiplan Empreendimentos Imobiliarios SA

63,600

1,863,174

TOTAL BRAZIL

6,632,796

British Virgin Islands - 0.2%

Gem Diamonds Ltd. (a)

346,495

943,576

Canada - 3.5%

Agnico-Eagle Mines Ltd. (Canada)

22,960

1,296,335

Baytex Energy Corp. (d)

21,900

996,601

Copper Mountain Mining Corp. (a)

206,100

833,686

Eldorado Gold Corp.

123,100

1,819,230

Fairfax Financial Holdings Ltd. (sub. vtg.)

4,790

1,776,964

Open Text Corp. (a)

30,200

1,623,165

Painted Pony Petroleum Ltd. Class A (a)

99,100

1,071,620

Common Stocks - continued

Shares

Value

Canada - continued

Pason Systems, Inc.

114,900

$ 1,871,763

Petrominerales Ltd.

101,379

813,062

TAG Oil Ltd. (a)

148,400

1,040,100

TOTAL CANADA

13,142,526

Cayman Islands - 0.3%

Vantage Drilling Co. (a)

525,331

966,609

Denmark - 0.2%

William Demant Holding A/S (a)

10,433

897,310

Finland - 1.9%

Nokian Tyres PLC

88,600

3,674,844

Outotec Oyj

68,900

3,355,179

TOTAL FINLAND

7,030,023

France - 3.0%

Laurent-Perrier Group

28,463

2,427,515

Remy Cointreau SA

27,273

2,828,699

Saft Groupe SA

79,819

1,774,812

Vetoquinol SA

37,895

1,267,234

Virbac SA

16,000

2,789,315

TOTAL FRANCE

11,087,575

Germany - 4.8%

alstria office REIT-AG

170,500

2,059,218

Bilfinger Berger AG

36,659

3,586,950

CompuGROUP Holding AG

109,908

1,994,402

CTS Eventim AG

137,426

4,079,056

Fielmann AG

36,437

3,546,809

Software AG (Bearer)

65,781

2,635,450

TOTAL GERMANY

17,901,885

India - 0.7%

Jyothy Laboratories Ltd.

817,354

2,694,131

Ireland - 1.4%

FBD Holdings PLC

82,200

1,028,145

James Hardie Industries NV:

CDI

35,000

335,342

sponsored ADR (d)

83,775

4,028,740

TOTAL IRELAND

5,392,227

Israel - 0.9%

Azrieli Group

70,005

1,562,817

Common Stocks - continued

Shares

Value

Israel - continued

Ituran Location & Control Ltd.

131,286

$ 1,622,695

Strauss Group Ltd.

23,244

262,626

TOTAL ISRAEL

3,448,138

Italy - 2.1%

Azimut Holding SpA

253,073

3,204,761

Interpump Group SpA

640,443

4,864,446

TOTAL ITALY

8,069,207

Japan - 21.1%

Air Water, Inc.

76,000

952,023

Aozora Bank Ltd.

813,000

2,291,432

Asahi Co. Ltd. (d)

106,500

1,603,570

Autobacs Seven Co. Ltd.

99,200

4,069,648

Azbil Corp.

68,200

1,395,097

Cosmos Pharmaceutical Corp.

14,300

1,409,758

Daikoku Denki Co. Ltd.

32,800

829,964

Daikokutenbussan Co. Ltd.

121,200

3,853,258

FCC Co. Ltd.

176,500

3,172,711

Fields Corp.

59,200

851,329

GCA Savvian Group Corp.

1,309

1,554,468

Glory Ltd.

93,000

2,257,723

Goldcrest Co. Ltd.

106,940

1,608,856

Iwatsuka Confectionary Co. Ltd.

26,500

991,883

Kamigumi Co. Ltd.

207,000

1,669,899

Kobayashi Pharmaceutical Co. Ltd.

106,300

5,612,608

Kyoto Kimono Yuzen Co. Ltd.

123,300

1,490,474

Meiko Network Japan Co. Ltd.

104,500

1,060,316

Miraial Co. Ltd.

39,200

746,386

Nabtesco Corp.

108,100

2,012,233

Nagaileben Co. Ltd.

125,700

1,845,427

Nihon M&A Center, Inc.

127,200

3,816,159

Nihon Parkerizing Co. Ltd.

181,000

2,732,118

Nippon Seiki Co. Ltd.

186,000

1,787,073

Nippon Thompson Co. Ltd.

460,000

1,590,380

NS Tool Co., Ltd.

4,400

74,959

Obic Co. Ltd.

10,130

2,084,879

Osaka Securities Exchange Co. Ltd.

178

663,347

OSG Corp.

173,600

2,272,479

Seven Bank Ltd.

1,158,900

3,309,899

SHO-BOND Holdings Co. Ltd.

95,200

2,877,585

Shoei Co. Ltd.

95,800

522,022

Common Stocks - continued

Shares

Value

Japan - continued

The Nippon Synthetic Chemical Industry Co. Ltd.

318,000

$ 2,087,336

Tocalo Co. Ltd.

70,000

1,016,285

Tsutsumi Jewelry Co. Ltd.

41,800

958,735

USS Co. Ltd.

72,710

7,641,700

Yamato Kogyo Co. Ltd.

151,700

4,258,546

TOTAL JAPAN

78,972,565

Korea (South) - 0.6%

Woongjin Coway Co. Ltd.

61,100

2,224,732

Netherlands - 2.3%

Aalberts Industries NV

205,700

3,732,653

ASM International NV unit

71,200

2,258,464

Heijmans NV unit

112,623

953,663

QIAGEN NV (a)

94,600

1,650,770

TOTAL NETHERLANDS

8,595,550

Papua New Guinea - 0.4%

Oil Search Ltd. ADR

207,544

1,602,881

Philippines - 0.6%

Jollibee Food Corp.

856,460

2,202,623

Portugal - 0.8%

Jeronimo Martins SGPS SA

161,700

2,829,431

South Africa - 2.0%

African Rainbow Minerals Ltd.

77,800

1,628,563

City Lodge Hotels Ltd.

76,302

809,603

Clicks Group Ltd.

495,688

3,417,533

Mr Price Group Ltd.

98,200

1,517,059

TOTAL SOUTH AFRICA

7,372,758

Spain - 1.8%

Grifols SA (a)

49,232

1,707,611

Prosegur Compania de Seguridad SA (Reg.)

946,390

5,151,986

TOTAL SPAIN

6,859,597

Sweden - 2.5%

Fagerhult AB

90,605

2,240,230

Intrum Justitia AB

288,334

4,173,147

Swedish Match Co. AB

85,600

2,916,613

TOTAL SWEDEN

9,329,990

Switzerland - 0.5%

Zehnder Group AG

31,864

1,876,667

Common Stocks - continued

Shares

Value

Turkey - 2.8%

Albaraka Turk Katilim Bankasi A/S

2,942,565

$ 2,331,070

Boyner Buyuk Magazacilik A/S (a)

1,290,451

2,966,058

Coca-Cola Icecek A/S

264,362

5,132,384

TOTAL TURKEY

10,429,512

United Kingdom - 19.2%

AMEC PLC

111,405

1,905,666

Babcock International Group PLC

205,700

3,246,455

Bellway PLC

198,072

3,231,547

Berendsen PLC

176,863

1,606,873

Britvic PLC

429,700

2,490,795

Dechra Pharmaceuticals PLC

282,100

2,808,824

Derwent London PLC

58,600

1,949,946

Elementis PLC

405,882

1,370,898

Great Portland Estates PLC

487,489

3,678,541

H&T Group PLC

232,153

1,077,081

InterContinental Hotel Group PLC ADR

111,626

2,748,232

Johnson Matthey PLC

79,175

2,873,517

Meggitt PLC

771,669

4,806,784

Persimmon PLC

202,563

2,598,744

Rotork PLC

119,500

4,392,966

Serco Group PLC

426,309

3,897,272

Shaftesbury PLC

412,873

3,651,180

Spectris PLC

130,587

3,641,497

Spirax-Sarco Engineering PLC

174,930

5,462,375

Ted Baker PLC

112,000

1,713,415

Ultra Electronics Holdings PLC

129,658

3,542,359

Unite Group PLC

1,274,170

5,821,079

Victrex PLC

146,882

3,377,689

TOTAL UNITED KINGDOM

71,893,735

United States of America - 12.7%

ANSYS, Inc. (a)

15,285

1,083,401

Autoliv, Inc.

61,900

3,565,440

BPZ Energy, Inc. (a)(d)

286,767

825,889

Broadridge Financial Solutions, Inc.

61,705

1,416,130

Cymer, Inc. (a)

49,209

3,921,465

Dril-Quip, Inc. (a)

40,569

2,809,809

Evercore Partners, Inc. Class A

56,200

1,567,980

Greenhill & Co., Inc.

40,995

1,956,281

Kansas City Southern

42,800

3,443,688

Martin Marietta Materials, Inc.

23,800

1,958,978

Common Stocks - continued

Shares

Value

United States of America - continued

Mohawk Industries, Inc. (a)

41,700

$ 3,480,699

Oceaneering International, Inc.

53,100

2,778,723

PriceSmart, Inc.

110,996

9,211,553

ResMed, Inc.

98,000

3,914,120

Solera Holdings, Inc.

68,456

3,204,425

SS&C Technologies Holdings, Inc. (a)

106,858

2,567,798

TOTAL UNITED STATES OF AMERICA

47,706,379

TOTAL COMMON STOCKS

(Cost $286,436,564)


357,349,869

Nonconvertible Preferred Stocks - 0.7%

 

 

 

 

Brazil - 0.7%

Banco ABC Brasil SA
(Cost $2,957,747)

452,289


2,569,811

Money Market Funds - 4.1%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

14,393,835

14,393,835

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

1,000,230

1,000,230

TOTAL MONEY MARKET FUNDS

(Cost $15,394,065)


15,394,065

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $304,788,376)

375,313,745

NET OTHER ASSETS (LIABILITIES) - (0.2)%

(868,125)

NET ASSETS - 100%

$ 374,445,620

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

$ 20,578

Fidelity Securities Lending Cash Central Fund

123,696

Total

$ 144,274

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

All investments are categorized as Level 1 under the Fair Value Hierarchy. 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, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 83,755,081

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $950,434) - See accompanying schedule:

Unaffiliated issuers (cost $289,394,311)

$ 359,919,680

 

Fidelity Central Funds (cost $15,394,065)

15,394,065

 

Total Investments (cost $304,788,376)

 

$ 375,313,745

Receivable for investments sold

852,658

Receivable for fund shares sold

208,144

Dividends receivable

1,012,746

Distributions receivable from Fidelity Central Funds

3,106

Receivable from investment adviser for expense reductions

3,081

Other receivables

8,858

Total assets

377,402,338

 

 

 

Liabilities

Payable for investments purchased

$ 833,907

Payable for fund shares redeemed

609,477

Accrued management fee

332,364

Distribution and service plan fees payable

14,354

Other affiliated payables

98,330

Other payables and accrued expenses

68,056

Collateral on securities loaned, at value

1,000,230

Total liabilities

2,956,718

 

 

 

Net Assets

$ 374,445,620

Net Assets consist of:

 

Paid in capital

$ 650,027,368

Undistributed net investment income

3,302,296

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(349,390,238)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

70,506,194

Net Assets

$ 374,445,620

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2012

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($18,194,312 ÷ 1,687,285 shares)

$ 10.78

 

 

 

Maximum offering price per share (100/94.25 of $10.78)

$ 11.44

Class T:
Net Asset Value
and redemption price per share ($8,168,756 ÷ 763,991 shares)

$ 10.69

 

 

 

Maximum offering price per share (100/96.50 of $10.69)

$ 11.08

Class B:
Net Asset Value
and offering price per share ($1,965,725 ÷ 187,264 shares)A

$ 10.50

 

 

 

Class C:
Net Asset Value
and offering price per share ($6,608,275 ÷ 630,481 shares)A

$ 10.48

 

 

 

International Small Cap Opportunities:
Net Asset Value
, offering price and redemption price per share ($334,917,873 ÷ 30,769,882 shares)

$ 10.88

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($4,590,679 ÷ 421,283 shares)

$ 10.90

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, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 9,443,414

Income from Fidelity Central Funds

 

144,274

Income before foreign taxes withheld

 

9,587,688

Less foreign taxes withheld

 

(625,721)

Total income

 

8,961,967

 

 

 

Expenses

Management fee
Basic fee

$ 3,085,108

Performance adjustment

775,332

Transfer agent fees

999,785

Distribution and service plan fees

174,080

Accounting and security lending fees

188,109

Custodian fees and expenses

101,203

Independent trustees' compensation

2,363

Registration fees

81,326

Audit

67,233

Legal

1,855

Miscellaneous

3,487

Total expenses before reductions

5,479,881

Expense reductions

(297,227)

5,182,654

Net investment income (loss)

3,779,313

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

21,390,324

Foreign currency transactions

(29,044)

Total net realized gain (loss)

 

21,361,280

Change in net unrealized appreciation (depreciation) on:

Investment securities

17,246,510

Assets and liabilities in foreign currencies

(10,085)

Total change in net unrealized appreciation (depreciation)

 

17,236,425

Net gain (loss)

38,597,705

Net increase (decrease) in net assets resulting from operations

$ 42,377,018

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,779,313

$ 7,043,577

Net realized gain (loss)

21,361,280

54,021,779

Change in net unrealized appreciation (depreciation)

17,236,425

(52,262,552)

Net increase (decrease) in net assets resulting
from operations

42,377,018

8,802,804

Distributions to shareholders from net investment income

(4,886,680)

(6,223,295)

Distributions to shareholders from net realized gain

(369,319)

(1,761,993)

Total distributions

(5,255,999)

(7,985,288)

Share transactions - net increase (decrease)

(28,976,326)

(78,669,716)

Redemption fees

64,463

71,408

Total increase (decrease) in net assets

8,209,156

(77,780,792)

 

 

 

Net Assets

Beginning of period

366,236,464

444,017,256

End of period (including undistributed net investment income of $3,302,296 and undistributed net investment income of $4,428,178, respectively)

$ 374,445,620

$ 366,236,464

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.75

$ 9.82

$ 8.07

$ 6.24

$ 18.97

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .15 F

  .06

  .06

  .02

Net realized and unrealized gain (loss)

  1.07

  (.07)

  1.85

  1.77

  (10.85)

Total from investment operations

  1.15

  .08

  1.91

  1.83

  (10.83)

Distributions from net investment income

  (.11)

  (.11)

  (.07)

  -

  (.03)

Distributions from net realized gain

  (.01)

  (.04)

  (.09)

  -

  (1.88)

Total distributions

  (.12)

  (.15)

  (.16)

  -

  (1.90) I

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.78

$ 9.75

$ 9.82

$ 8.07

$ 6.24

Total Return A,B

  12.00%

  .81%

  24.05%

  29.33%

  (62.98)%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  1.75%

  1.34%

  1.16%

  .94%

  1.75%

Expenses net of fee waivers, if any

  1.65%

  1.33%

  1.16%

  .94%

  1.66%

Expenses net of all reductions

  1.64%

  1.32%

  1.15%

  .89%

  1.62%

Net investment income (loss)

  .85%

  1.44% F

  .74%

  1.00%

  .13%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 18,194

$ 18,686

$ 20,228

$ 18,883

$ 17,905

Portfolio turnover rate E

  28%

  24%

  49%

  174%

  61%

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 large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.66

$ 9.72

$ 8.00

$ 6.20

$ 18.85

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .06

  .12 F

  .04

  .05

  (.02)

Net realized and unrealized gain (loss)

  1.06

  (.06)

  1.83

  1.75

  (10.78)

Total from investment operations

  1.12

  .06

  1.87

  1.80

  (10.80)

Distributions from net investment income

  (.08)

  (.08)

  (.06)

  -

  -

Distributions from net realized gain

  (.01)

  (.04)

  (.09)

  -

  (1.85)

Total distributions

  (.09)

  (.12)

  (.15)

  -

  (1.85) I

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.69

$ 9.66

$ 9.72

$ 8.00

$ 6.20

Total Return A,B

  11.72%

  .60%

  23.65%

  29.03%

  (63.08)%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  2.02%

  1.60%

  1.43%

  1.20%

  2.00%

Expenses net of fee waivers, if any

  1.90%

  1.60%

  1.43%

  1.20%

  1.91%

Expenses net of all reductions

  1.89%

  1.59%

  1.41%

  1.15%

  1.87%

Net investment income (loss)

  .60%

  1.17% F

  .48%

  .74%

  (.12)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,169

$ 8,701

$ 11,202

$ 11,915

$ 11,614

Portfolio turnover rate E

  28%

  24%

  49%

  174%

  61%

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 large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.48

$ 9.54

$ 7.87

$ 6.12

$ 18.64

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .01

  .07 F

  - H

  .02

  (.08)

Net realized and unrealized gain (loss)

  1.05

  (.06)

  1.79

  1.73

  (10.68)

Total from investment operations

  1.06

  .01

  1.79

  1.75

  (10.76)

Distributions from net investment income

  (.03)

  (.06)

  (.03)

  -

  -

Distributions from net realized gain

  (.01)

  (.02)

  (.09)

  -

  (1.76)

Total distributions

  (.04)

  (.07) J

  (.12)

  -

  (1.76) I

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.50

$ 9.48

$ 9.54

$ 7.87

$ 6.12

Total Return A,B

  11.21%

  .10%

  23.03%

  28.59%

  (63.32)%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  2.50%

  2.09%

  1.91%

  1.69%

  2.51%

Expenses net of fee waivers, if any

  2.40%

  2.09%

  1.91%

  1.69%

  2.41%

Expenses net of all reductions

  2.39%

  2.07%

  1.90%

  1.64%

  2.38%

Net investment income (loss)

  .10%

  .68% F

  (.01)%

  .25%

  (.62)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,966

$ 2,293

$ 2,902

$ 2,799

$ 2,687

Portfolio turnover rate E

  28%

  24%

  49%

  174%

  61%

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 large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .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 distributions 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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.47

$ 9.53

$ 7.86

$ 6.11

$ 18.63

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .01

  .07 F

  - H

  .02

  (.08)

Net realized and unrealized gain (loss)

  1.04

  (.06)

  1.79

  1.73

  (10.66)

Total from investment operations

  1.05

  .01

  1.79

  1.75

  (10.74)

Distributions from net investment income

  (.03)

  (.06)

  (.03)

  -

  -

Distributions from net realized gain

  (.01)

  (.02)

  (.09)

  -

  (1.78)

Total distributions

  (.04)

  (.07) J

  (.12)

  -

  (1.78) I

Redemption fees added to paid in capital C,H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.48

$ 9.47

$ 9.53

$ 7.86

$ 6.11

Total Return A,B

  11.13%

  .10%

  23.06%

  28.64%

  (63.32)%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  2.50%

  2.09%

  1.91%

  1.68%

  2.51%

Expenses net of fee waivers, if any

  2.40%

  2.09%

  1.91%

  1.68%

  2.41%

Expenses net of all reductions

  2.39%

  2.07%

  1.90%

  1.63%

  2.38%

Net investment income (loss)

  .10%

  .68% F

  (.01)%

  .26%

  (.62)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,608

$ 6,900

$ 8,936

$ 8,543

$ 9,497

Portfolio turnover rate E

  28%

  24%

  49%

  174%

  61%

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 large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .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 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 - International Small Cap Opportunities

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.85

$ 9.92

$ 8.14

$ 6.28

$ 19.09

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .17 E

  .09

  .08

  .05

Net realized and unrealized gain (loss)

  1.07

  (.06)

  1.87

  1.78

  (10.92)

Total from investment operations

  1.18

  .11

  1.96

  1.86

  (10.87)

Distributions from net investment income

  (.14)

  (.14)

  (.09)

  - G

  (.06)

Distributions from net realized gain

  (.01)

  (.04)

  (.09)

  -

  (1.88)

Total distributions

  (.15)

  (.18)

  (.18)

  - G

  (1.94) H

Redemption fees added to paid in capital B,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.88

$ 9.85

$ 9.92

$ 8.14

$ 6.28

Total Return A

  12.21%

  1.10%

  24.43%

  29.68%

  (62.91)%

Ratios to Average Net Assets C,F

 

 

 

 

 

Expenses before reductions

  1.47%

  1.08%

  .91%

  .68%

  1.44%

Expenses net of fee waivers, if any

  1.40%

  1.08%

  .91%

  .68%

  1.44%

Expenses net of all reductions

  1.39%

  1.06%

  .89%

  .64%

  1.40%

Net investment income (loss)

  1.10%

  1.69% E

  1.00%

  1.25%

  .36%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 334,918

$ 328,262

$ 398,331

$ 329,128

$ 312,376

Portfolio turnover rate D

  28%

  24%

  49%

  174%

  61%

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 large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring 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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 9.86

$ 9.93

$ 8.14

$ 6.27

$ 19.09

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .18 E

  .09

  .08

  .05

Net realized and unrealized gain (loss)

  1.08

  (.06)

  1.86

  1.79

  (10.92)

Total from investment operations

  1.19

  .12

  1.95

  1.87

  (10.87)

Distributions from net investment income

  (.14)

  (.15)

  (.07)

  - G

  (.07)

Distributions from net realized gain

  (.01)

  (.04)

  (.09)

  -

  (1.88)

Total distributions

  (.15)

  (.19)

  (.16)

  - G

  (1.95) H

Redemption fees added to paid in capital B,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.90

$ 9.86

$ 9.93

$ 8.14

$ 6.27

Total Return A

  12.32%

  1.13%

  24.33%

  29.87%

  (62.95)%

Ratios to Average Net Assets C,F

 

 

 

 

 

Expenses before reductions

  1.44%

  1.03%

  .90%

  .68%

  1.40%

Expenses net of fee waivers, if any

  1.40%

  1.03%

  .90%

  .68%

  1.40%

Expenses net of all reductions

  1.39%

  1.02%

  .88%

  .64%

  1.37%

Net investment income (loss)

  1.10%

  1.74% E

  1.01%

  1.25%

  .39%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,591

$ 1,395

$ 2,418

$ 2,022

$ 8,117

Portfolio turnover rate D

  28%

  24%

  49%

  174%

  61%

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 large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring 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, 2012

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. 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 may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Information on transfers between Levels 1 and 2 is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost 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

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. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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.

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:

Gross unrealized appreciation

$ 83,324,701

Gross unrealized depreciation

(15,053,989)

Net unrealized appreciation (depreciation) on securities and other investments

$ 68,270,712

 

 

Tax Cost

$ 307,043,033

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 3,403,046

Capital loss carryforward

$ (347,236,330)

Net unrealized appreciation (depreciation)

$ 68,251,537

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (16,734,422)

2017

(330,501,908)

Total capital loss carryforward

$ (347,236,330)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 5,255,999

$ 7,985,288

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 December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements

Annual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $95,723,212 and $132,775,590, 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 an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of 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 1.07% 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,

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 45,023

$ 324

Class T

.25%

.25%

41,524

226

Class B

.75%

.25%

20,873

15,685

Class C

.75%

.25%

66,660

4,234

 

 

 

$ 174,080

$ 20,469

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 4,301

Class T

1,534

Class B*

2,943

Class C*

466

 

$ 9,244

* 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

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 54,282

.30

Class T

26,259

.32

Class B

6,290

.30

Class C

20,134

.30

International Small Cap Opportunities

886,296

.28

Institutional Class

6,524

.26

 

$ 999,785

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $417 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $987 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

Annual Report

Notes to Financial Statements - continued

7. Security Lending - continued

receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $123,696 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.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement
from adviser

Class A

1.65%

$ 17,831

Class T

1.90%

9,529

Class B

2.40%

2,107

Class C

2.40%

6,700

International Small Cap Opportunities

1.40%

233,896

Institutional Class

1.40%

1,228

 

 

$ 271,291

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 $25,931 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of

Annual Report

8. Expense Reductions - continued

uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $5.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 208,264

$ 234,699

Class T

69,950

95,132

Class B

6,357

17,225

Class C

20,258

53,555

International Small Cap Opportunities

4,562,121

5,789,167

Institutional Class

19,730

33,517

Total

$ 4,886,680

$ 6,223,295

From net realized gain

 

 

Class A

$ 18,763

$ 81,710

Class T

8,968

45,784

Class B

2,355

4,543

Class C

7,235

13,930

International Small Cap Opportunities

330,589

1,606,951

Institutional Class

1,409

9,075

Total

$ 369,319

$ 1,761,993

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

245,367

414,528

$ 2,443,449

$ 4,258,719

Reinvestment of distributions

21,375

27,655

198,575

279,266

Shares redeemed

(495,775)

(586,134)

(4,923,741)

(5,964,528)

Net increase (decrease)

(229,033)

(143,951)

$ (2,281,717)

$ (1,426,543)

Class T

 

 

 

 

Shares sold

101,299

106,538

$ 986,575

$ 1,079,217

Reinvestment of distributions

8,148

13,404

75,201

134,702

Shares redeemed

(246,162)

(371,432)

(2,450,796)

(3,710,229)

Net increase (decrease)

(136,715)

(251,490)

$ (1,389,020)

$ (2,496,310)

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class B

 

 

 

 

Shares sold

3,884

6,900

$ 38,597

$ 67,544

Reinvestment of distributions

862

1,989

7,845

19,877

Shares redeemed

(59,335)

(71,270)

(579,917)

(711,316)

Net increase (decrease)

(54,589)

(62,381)

$ (533,475)

$ (623,895)

Class C

 

 

 

 

Shares sold

69,065

80,402

$ 669,794

$ 802,688

Reinvestment of distributions

2,800

5,984

25,455

59,727

Shares redeemed

(170,268)

(295,393)

(1,664,901)

(2,919,335)

Net increase (decrease)

(98,403)

(209,007)

$ (969,652)

$ (2,056,920)

International Small Cap Opportunities

 

 

 

 

Shares sold

5,283,408

4,054,816

$ 53,067,911

$ 41,630,046

Reinvestment of distributions

495,697

693,159

4,634,765

7,035,420

Shares redeemed

(8,350,807)

(11,579,067)

(84,356,251)

(119,651,010)

Net increase (decrease)

(2,571,702)

(6,831,092)

$ (26,653,575)

$ (70,985,544)

Institutional Class

 

 

 

 

Shares sold

348,073

36,278

$ 3,541,043

$ 362,488

Reinvestment of distributions

1,709

3,294

15,997

33,471

Shares redeemed

(70,045)

(141,623)

(705,927)

(1,476,463)

Net increase (decrease)

279,737

(102,051)

$ 2,851,113

$ (1,080,504)

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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Small Cap Opportunities Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the 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 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of 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

12/10/12

12/07/12

$0.102

$0.005

Institutional Class designates 5% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class designates 97% 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

12/05/11

$0.160

$0.0103

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

Annual Report

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, 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 Lipper Inc. as having an investment objective similar to that of the fund. The returns of Institutional Class (Class I) and Class C show the performance of the highest and lowest performing classes, respectively (based on five-year performance). The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom 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 International Small Cap Opportunities Fund

lsi1104929

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 fourth quartile for the five-year period. The Board also noted that the investment performance of Institutional Class (Class I) the fund compared favorably to its benchmark for the one- and three-year periods, although the fund's five-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also 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 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Small Cap Opportunities Fund

lsi1104931

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 2011. 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 2011.

Annual Report

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board 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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

AILSI-UANN-1212
1.815081.107

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

International Small Cap

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2012

(Fidelity Cover Art)

Class A, Class T, Class B, and
Class C are classes of Fidelity®
International Small Cap Fund


Contents

Performance

4

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

26

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

36

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

49

 

Trustees and Officers

50

 

Distributions

62

 

Board Approval of Investment Advisory Contracts and Management Fees

63

 

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. © 2012 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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, 2012

Past 1
year

Past 5
years

Past 10
years

  Class A (incl. 5.75% sales charge) A

0.16%

-4.69%

13.69%

  Class T (incl. 3.50% sales charge) B

2.26%

-4.48%

13.69%

  Class B (incl. contingent deferred sales charge) C

0.45%

-4.57%

13.72%

  Class C (incl. contingent deferred sales charge) D

4.46%

-4.26%

13.57%

A 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.

B 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.

C 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, 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 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, past five years, and past ten years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Small Cap Fund - Class A on October 31, 2002, 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® 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.

ais1267947

Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a modest advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind, foreign developed- and emerging-markets stocks still managed a gain for the 12 months, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gains, advancing roughly 11%. A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which also helped the region outpace the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

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 6.28%, 5.97%, 5.45% and 5.46%, respectively (excluding sales charges), about in line with the 5.99% gain of the MSCI® EAFE® Small Cap Index. Stock selection in the Netherlands and France aided relative performance, while our choices in the U.K., Australia and Singapore hampered results. The Europe/Middle East/Africa subportfolio handily outperformed its benchmark's low double-digit gain. One key contributor was crude oil exploration and production holding Amerisur Resources, while performance was hampered by London Mining, an iron ore and coal developer. The Asia-Pacific ex Japan subportfolio fell short of its benchmark's modest gain. An out-of-benchmark stake in Singapore-based consumer electronics retailer Pertama Holdings, the subportfolio's largest position during the period, detracted. Performance was aided by Toyo-Thai, a Thailand-based construction and engineering firm. The Japanese subportfolio outpaced its benchmark, which declined slightly. A sizable overweighting in Pigeon, a leading producer and retailer of infant products, helped, while a large non-benchmark stake in online social gaming company GREE fared poorly.

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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012 to October 31, 2012

Class A

1.64%

 

 

 

Actual

 

$ 1,000.00

$ 988.50

$ 8.20

HypotheticalA

 

$ 1,000.00

$ 1,016.89

$ 8.31

Class T

1.89%

 

 

 

Actual

 

$ 1,000.00

$ 987.40

$ 9.44

HypotheticalA

 

$ 1,000.00

$ 1,015.63

$ 9.58

Class B

2.37%

 

 

 

Actual

 

$ 1,000.00

$ 985.10

$ 11.83

HypotheticalA

 

$ 1,000.00

$ 1,013.22

$ 11.99

Class C

2.39%

 

 

 

Actual

 

$ 1,000.00

$ 985.10

$ 11.93

HypotheticalA

 

$ 1,000.00

$ 1,013.12

$ 12.09

International Small Cap

1.37%

 

 

 

Actual

 

$ 1,000.00

$ 990.10

$ 6.85

HypotheticalA

 

$ 1,000.00

$ 1,018.25

$ 6.95

Institutional Class

1.24%

 

 

 

Actual

 

$ 1,000.00

$ 990.60

$ 6.20

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.29

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

ais1267949

Japan 26.4%

 

ais1267951

United Kingdom 20.6%

 

ais1267953

Germany 7.6%

 

ais1267955

Australia 6.0%

 

ais1267957

France 4.2%

 

ais1267959

United States of America 3.8%

 

ais1267961

Cayman Islands 3.4%

 

ais1267963

Singapore 2.9%

 

ais1267965

Ireland 2.6%

 

jmcw

Other 22.5%

 

ais1267969

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

ais1267949

Japan 27.2%

 

ais1267951

United Kingdom 19.8%

 

ais1267953

Germany 9.0%

 

ais1267955

Australia 6.1%

 

ais1267957

France 4.4%

 

ais1267959

United States of America 3.2%

 

ais1267961

Cayman Islands 3.2%

 

ais1267963

Ireland 2.9%

 

ais1267965

Bermuda 2.8%

 

jmcw

Other 21.4%

 

ais1267981

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Equity Futures

96.2

97.4

Bonds

0.2

0.1

Short-Term Investments and Net Other Assets (Liabilities)

3.6

2.5

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nintendo Co. Ltd. (Japan, Software)

2.2

1.8

ORIX Corp. (Japan, Diversified Financial Services)

1.8

2.0

Pigeon Corp. (Japan, Household Products)

1.8

1.3

Kakaku.com, Inc. (Japan, Internet Software & Services)

1.6

1.4

Eurofins Scientific SA (France, Life Sciences Tools & Services)

1.3

0.8

Pertama Holdings Ltd. (Singapore, Specialty Retail)

1.3

1.1

AZ Electronic Materials SA (Luxembourg, Chemicals)

1.1

0.9

Kubota Corp. (Japan, Machinery)

1.1

1.0

IBS Group Holding Ltd. GDR (Reg. S) (Isle of Man, IT Services)

1.0

1.0

Playtech Ltd. (Isle of Man, Software)

1.0

0.8

 

14.2

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

19.5

19.0

Information Technology

19.5

17.8

Industrials

13.4

14.8

Financials

11.9

11.3

Materials

10.3

13.2

Health Care

9.7

9.3

Energy

7.3

7.9

Consumer Staples

3.9

2.2

Telecommunication Services

0.6

1.1

Utilities

0.3

0.3

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 96.2%

Shares

Value

Australia - 6.0%

Acrux Ltd.

381,062

$ 1,281,619

Alkane Resources Ltd.

823,400

726,521

Ausgold Ltd. (a)

1,195,693

198,590

Austal Ltd.

508,767

646,954

Beach Energy Ltd.

1,188,831

1,703,011

Berkeley Resources Ltd. (a)

739,724

360,899

Carsales.com Ltd. (d)

338,881

2,624,245

Challenger Ltd.

360,905

1,210,079

Clinuvel Pharmaceuticals Ltd. (a)

143,106

240,653

Dart Energy Ltd. (a)

2,059,222

363,388

Goodman Group unit

253,653

1,166,439

Iluka Resources Ltd.

80,327

827,164

Independence Group NL

189,529

784,995

iProperty Group Ltd. (a)

322,458

307,949

Karoon Gas Australia Ltd. (a)

467,228

2,706,334

Linc Energy Ltd. (a)(d)

508,182

290,135

Maverick Drilling & Exploration Ltd. (a)(d)

781,710

839,855

Medusa Mining Ltd.

198,265

1,255,435

Mesoblast Ltd. (a)(d)

175,066

1,048,566

Mineral Deposits Ltd. (a)

856,877

4,358,458

Monto Minerals Ltd. (a)

273,551

1,988

Navitas Ltd.

286,457

1,225,110

New Standard Energy Ltd. (a)

816,242

266,900

Panaust Ltd.

388,877

1,344,234

Papillon Resources Ltd. (a)(d)

197,313

377,894

Ramsay Health Care Ltd.

18,317

451,772

realestate.com.au Ltd.

61,870

1,107,867

SAI Global Ltd.

316,231

1,332,750

SEEK Ltd.

522,733

3,630,148

Silver Lake Resources Ltd. (a)(d)

211,056

768,994

Sino Gas & Energy Ltd. (a)

8,152,205

634,680

SomnoMed Ltd. (a)

531,849

455,471

Spark Infrastructure Group unit

1,255,671

2,202,829

Starpharma Holdings Ltd. (a)

795,432

1,341,760

Sydney Airport unit

156,262

549,884

Tiger Resources Ltd. (a)

11,335,520

3,647,719

Tissue Therapies Ltd. (a)

819,448

314,732

Troy Resources NL

258,575

1,186,389

Universal Biosensors, Inc. (a)

343,694

328,230

TOTAL AUSTRALIA

44,110,640

Common Stocks - continued

Shares

Value

Bailiwick of Jersey - 1.1%

Informa PLC

854,423

$ 5,518,058

LXB Retail Properties PLC (a)

1,387,800

2,575,497

TOTAL BAILIWICK OF JERSEY

8,093,555

Belgium - 0.7%

EVS Broadcast Equipment SA

92,900

5,383,636

Bermuda - 2.2%

Asia Satellite Telecommunications Holdings Ltd.

271,000

863,698

Biosensors International Group Ltd. (a)

1,422,000

1,264,855

China Animal Healthcare Ltd.

2,129,000

453,796

China Singyes Solar Tech Holdings Ltd.

981,600

581,357

I.T Ltd.

1,552,000

616,791

Imagi International Holdings Ltd. (a)

26,792,000

383,728

Luk Fook Holdings International Ltd.

612,000

1,538,282

Oakley Capital Investments Ltd. (a)

1,518,300

3,319,962

PAX Global Technology Ltd. (a)

1,769,000

314,994

Petra Diamonds Ltd. (a)

1,478,632

2,374,212

REXLot Holdings Ltd.

11,800,000

852,640

Vostok Nafta Investment Ltd. SDR

818,000

2,022,524

Vtech Holdings Ltd.

126,000

1,496,545

TOTAL BERMUDA

16,083,384

Brazil - 0.6%

Alpargatas SA (PN)

553,200

4,189,073

British Virgin Islands - 0.0%

Kalahari Energy (a)(f)

1,451,000

15

Canada - 1.4%

AirSea Lines (a)(f)

1,893,338

25

Banro Corp. (a)

976,700

4,518,001

Mood Media Corp. (a)

175,300

410,715

Mood Media Corp. (United Kingdom) (a)

1,139,822

2,667,112

Rock Well Petroleum, Inc. (a)(f)

770,400

8

Teranga Gold Corp. (a)

1,272,499

2,726,556

TOTAL CANADA

10,322,417

Cayman Islands - 3.4%

21Vianet Group, Inc. ADR (a)

42,300

468,684

3SBio, Inc. sponsored ADR (a)

39,000

522,990

51job, Inc. sponsored ADR (a)

19,200

902,976

AirMedia Group, Inc. ADR (a)

272,500

618,575

Airtac International Group

106,000

497,159

AMVIG Holdings Ltd.

764,000

226,734

Common Stocks - continued

Shares

Value

Cayman Islands - continued

AutoNavi Holdings Ltd. ADR (a)

34,300

$ 368,039

Baidu.com, Inc. sponsored ADR (a)

6,000

639,720

Bitauto Holdings Ltd. ADR (a)

82,500

415,800

Changshouhua Food Co. Ltd.

872,000

450,062

China Automation Group Ltd.

1,872,000

444,446

China High Precision Automation Group Ltd.

712,000

102,527

China Lodging Group Ltd. ADR (a)(d)

26,500

451,030

China Medical System Holdings Ltd.

1,255,000

723,847

China Metal International Holdings, Inc.

2,522,000

439,313

China Metal Recycling (Holdings) Ltd.

436,800

436,797

China Outfitters Holdings Ltd.

1,888,000

321,567

China Tianyi Holdings Ltd. (a)

2,492,000

360,132

China ZhengTong Auto Services Holdings Ltd. (a)

472,000

319,740

CNinsure, Inc. ADR (a)

31,900

187,572

Convenience Retail Asia Ltd.

700,000

437,158

EVA Precision Industrial Holdings Ltd.

9,338,000

988,014

Fook Woo Group Holdings Ltd. (a)

2,055,000

181,634

Greatview Aseptic Pack Co. Ltd.

1,196,000

626,546

Haitian International Holdings Ltd.

338,000

417,373

Hop Hing Group Holdings Ltd. (a)

7,392,000

362,444

Hutchison China Meditech Ltd. (a)

77,117

555,658

Kingdee International Software Group Co. Ltd. (a)

1,178,400

244,802

KongZhong Corp. sponsored ADR (a)

56,200

331,018

Lee's Pharmaceutical Holdings Ltd.

1,085,000

664,996

Marwyn Value Investors II Ltd. (a)

1,875,100

3,820,253

Ming Fai International Holdings Ltd.

9,133,000

824,911

Perfect World Co. Ltd. sponsored ADR Class B

34,900

370,987

Royale Furniture Holdings Ltd.

6,740,958

565,367

Shenguan Holdings Group Ltd.

3,154,000

1,737,741

SINA Corp. (a)

5,000

273,150

Sino Prosper State Gold Resources Holdings, Ltd. (a)

7,495,000

333,646

Sitoy Group Holdings Ltd.

219,000

126,878

SouFun Holdings Ltd. ADR (d)

51,000

921,570

Trauson Holdings Co. Ltd.

1,237,000

646,428

VanceInfo Technologies, Inc. ADR (a)

38,100

290,322

VisionChina Media, Inc. ADR (a)(d)

172,100

37,862

VST Holdings Ltd.

1,858,000

326,047

WuXi PharmaTech Cayman, Inc. sponsored ADR (a)

42,300

600,237

Yip's Chemical Holdings Ltd.

592,000

399,502

TOTAL CAYMAN ISLANDS

24,982,254

Common Stocks - continued

Shares

Value

China - 0.1%

NQ Mobile, Inc. ADR (a)(d)

33,300

$ 231,768

Travelsky Technology Ltd. (H Shares)

877,000

452,642

TOTAL CHINA

684,410

Cyprus - 0.6%

Buried Hill Energy (Cyprus) PCL (a)(f)

1,947,000

4,380,750

France - 4.2%

Altamir Amboise

531,000

4,762,729

ALTEN

118,100

3,714,373

Audika SA

113,900

1,353,781

Axway Software SA

4,544

71,089

Eurofins Scientific SA

63,899

9,880,747

Ipsos SA

124,772

4,384,317

Sartorius Stedim Biotech

51,600

4,662,967

Sopra Group SA

39,300

1,854,678

TOTAL FRANCE

30,684,681

Germany - 7.6%

Bertrandt AG

64,300

5,379,755

Brenntag AG

40,600

5,117,128

CENTROTEC Sustainable AG

231,049

4,168,680

CTS Eventim AG

193,820

5,752,933

GFK AG

142,601

6,493,158

Lanxess AG

70,485

5,822,318

MTU Aero Engines Holdings AG

67,300

5,650,817

Rational AG

15,520

3,924,680

RIB Software AG

379,800

2,358,011

Stroer Out-of-Home Media AG (a)

14,753

130,030

United Internet AG

200,152

4,004,256

Wirecard AG

289,100

6,606,260

TOTAL GERMANY

55,408,026

Hong Kong - 0.8%

Dah Sing Financial Holdings Ltd.

164,261

631,606

Guotai Junan International Holdings Ltd.

1,331,000

395,004

Magnificent Estates Ltd.

29,588,000

1,431,668

Singamas Container Holdings Ltd.

3,164,000

800,181

Techtronic Industries Co. Ltd.

1,053,500

2,006,395

YGM Trading Ltd.

152,000

365,190

TOTAL HONG KONG

5,630,044

Common Stocks - continued

Shares

Value

Iceland - 0.5%

Ossur hf (a)

2,571,700

$ 3,395,957

India - 1.2%

Ahluwalia Contracts (India) Ltd.

230,314

172,077

Britannia Industries Ltd. (a)

31,695

284,904

Educomp Solutions Ltd.

44,518

121,999

Financial Technologies India Ltd.

23,352

431,972

Geodesic Ltd.

256,340

189,140

Manappuram General Finance & Leasing Ltd.

367,032

251,373

MT Educare Ltd.

146,984

285,472

Page Industries Ltd.

87,661

5,462,255

PI Industries Ltd.

37,878

351,993

Shriram City Union Finance Ltd. (a)

739

10,725

Thangamayil Jewellery Ltd.

253,192

1,178,316

WABCO India Ltd.

10,191

303,779

TOTAL INDIA

9,044,005

Indonesia - 1.0%

PT Clipan Finance Indonesia Tbk

13,895,400

578,671

PT Clipan Finance Indonesia Tbk warrants 10/7/14 (a)

2,275,700

12,320

PT Mayora Indah Tbk

352,000

866,712

PT Media Nusantara Citra Tbk

8,838,500

2,599,548

PT Mitra Adiperkasa Tbk

588,000

400,977

PT MNC Sky Vision Tbk

1,805,500

408,844

PT Nippon Indosari Corpindo Tbk

1,225,000

765,223

PT Pembangunan Perumahan Persero Tbk

4,982,500

399,428

PT Tiga Pilar Sejahtera Food Tbk

5,685,000

532,689

PT Tower Bersama Infrastructure Tbk (a)

1,383,000

719,934

TOTAL INDONESIA

7,284,346

Ireland - 2.6%

Glanbia PLC

281,700

2,672,718

Kenmare Resources PLC (a)

11,137,400

7,083,151

Paddy Power PLC (Ireland)

88,784

6,552,506

Petroceltic International PLC (a)

22,766,000

2,531,292

TOTAL IRELAND

18,839,667

Isle of Man - 2.4%

Exillon Energy PLC (a)

1,067,800

2,683,825

IBS Group Holding Ltd. GDR (Reg. S) (a)

336,400

7,586,833

Playtech Ltd.

1,083,636

7,407,568

TOTAL ISLE OF MAN

17,678,226

Common Stocks - continued

Shares

Value

Israel - 0.1%

Sarin Technologies Ltd.

957,750

$ 773,392

Italy - 1.1%

Brunello Cucinelli SpA (d)

172,000

3,043,101

Salvatore Ferragamo Italia SpA (d)

244,915

4,974,388

TOTAL ITALY

8,017,489

Japan - 26.4%

ACOM Co. Ltd. (a)

60,890

1,797,792

Aeon Credit Service Co. Ltd.

344,600

7,312,444

Aeon Mall Co. Ltd.

45,300

1,175,201

Ajinomoto Co., Inc.

125,000

1,908,744

ARNEST ONE Corp.

39,700

589,309

Asahi Holdings, Inc.

65,300

1,101,012

ASAHI INTECC Co. Ltd. (d)

109,500

3,249,474

Avex Group Holdings, Inc.

118,100

2,334,483

CAC Corp.

44,800

377,121

Chiyoda Co. Ltd.

66,700

1,908,340

Citizen Holdings Co. Ltd.

692,900

3,515,276

CyberAgent, Inc. (d)

3,280

6,557,535

DeNA Co. Ltd. (d)

107,500

3,354,409

Enigmo, Inc.

25,300

2,383,264

Fields Corp.

72,300

1,039,714

Fuji Corp.

35,700

522,777

Fuji Spinning Co. Ltd.

679,000

2,806,840

GMO Internet, Inc.

191,800

1,340,654

GOLDWIN, Inc. (d)

204,000

1,249,605

GREE, Inc. (d)

170,100

2,966,043

Hajime Construction Co. Ltd.

52,500

1,653,326

Hitachi Chemical Co. Ltd.

182,500

2,571,871

Hitachi Metals Ltd.

339,000

3,172,153

Hitachi Transport System Ltd.

97,000

1,454,453

Honda Motor Co. Ltd.

181,900

5,468,505

Hoshizaki Electric Co. Ltd.

128,800

3,505,980

Iida Home Max Co., Ltd.

125,000

1,102,342

ITC Networks Corp.

27,300

218,865

Iwatsuka Confectionary Co. Ltd.

11,600

434,183

JSP Corp.

59,400

767,892

K'S Denki Corp. (d)

52,300

1,400,039

Kakaku.com, Inc. (d)

338,200

11,586,834

Kao Corp.

35,000

982,964

KAWAI Musical Instruments Manufacturing Co. Ltd.

693,000

1,449,718

Kitz Corp.

44,900

189,544

Common Stocks - continued

Shares

Value

Japan - continued

Kobe Bussan Co. Ltd.

7,300

$ 191,942

Koshidaka Holdings Co. Ltd.

41,900

1,149,455

Kubota Corp.

761,000

7,778,730

Makita Corp.

92,500

3,655,737

Maruwa Ceramic Co. Ltd. (d)

9,900

291,432

Megachips Corp.

88,200

1,968,839

Mitsubishi Gas Chemical Co., Inc.

9,000

44,419

Mizuho Financial Group, Inc.

302,700

473,629

Nichias Corp. (d)

417,000

2,042,428

Nikkiso Co. Ltd.

525,000

6,254,228

Nintendo Co. Ltd.

127,900

16,470,142

Nippon Seiki Co. Ltd.

33,000

317,061

Nitta Corp.

153,100

2,355,090

Nitta Gelatin, Inc.

116,400

944,848

NSD Co. Ltd.

24,900

238,301

Olympus Corp. (a)(d)

204,500

3,571,001

Origin Electric Co. Ltd.

332,000

1,285,081

ORIX Corp.

130,390

13,393,436

Pacific Metals Co. Ltd.

166,000

563,522

Pal Co. Ltd.

35,250

1,799,371

Pigeon Corp.

284,300

13,105,649

Rohto Pharmaceutical Co. Ltd.

176,000

2,429,563

Round One Corp.

62,800

317,815

Ryohin Keikaku Co. Ltd.

5,800

384,342

Sawada Holdings Co. Ltd. (a)

271,700

1,494,129

Seven & i Holdings Co., Ltd.

6,800

209,716

Shimadzu Corp.

293,000

1,970,951

SHIMANO, Inc.

11,600

730,903

Shin-Etsu Chemical Co., Ltd.

3,300

186,020

Shinko Kogyo Co. Ltd.

239,200

1,246,489

Shinko Shoji Co. Ltd.

2,800

24,237

Sosei Group Corp. (a)

1,170

3,231,680

Stanley Electric Co. Ltd.

245,000

3,375,924

STELLA CHEMIFA Corp.

9,700

182,262

Sugi Holdings Co. Ltd.

600

21,684

Sumitomo Chemical Co. Ltd.

68,000

190,805

Sumitomo Metal Mining Co. Ltd.

88,000

1,158,562

Sysmex Corp.

500

23,519

Taiheiyo Cement Corp.

345,000

734,686

Takara Leben Co. Ltd.

445,200

4,768,207

Toho Real Estate Co. Ltd.

3,000

16,385

Tokyu Land Corp.

85,000

477,014

Common Stocks - continued

Shares

Value

Japan - continued

Topcon Corp. (d)

421,500

$ 1,995,829

Toyo Engineering Corp.

713,000

2,947,388

Toyo Kanetsu KK

398,000

772,767

Tsukui Corp.

26,500

615,777

Uchiyama Holdings Co. Ltd.

7,100

129,851

Unicharm Corp.

1,700

91,995

WebCrew, Inc.

90,300

565,577

West Holdings Corp. (d)

10,700

135,911

Yamato Kogyo Co. Ltd.

40,200

1,128,501

Yamaya Corp.

44,700

641,691

TOTAL JAPAN

193,543,227

Korea (South) - 0.5%

Daou Technology, Inc.

87,960

1,250,440

Genic Co. Ltd. (a)

9,627

523,590

Korea Plant Service & Engineering Co. Ltd.

12,424

683,689

SBS Contents Hub Co. Ltd.

35,022

525,176

Soulbrain Co. Ltd.

11,656

469,310

TOTAL KOREA (SOUTH)

3,452,205

Luxembourg - 1.1%

AZ Electronic Materials SA

1,467,500

8,395,191

Malaysia - 0.1%

JobStreet Corp. Bhd

1,223,100

915,518

Netherlands - 1.3%

Gemalto NV

81,831

7,384,263

Ichor Coal NV (a)

355,000

1,932,560

TOTAL NETHERLANDS

9,316,823

Norway - 2.2%

Aker Solutions ASA

357,100

7,015,102

Schibsted ASA (B Shares)

195,600

7,324,750

Sevan Drilling ASA (a)(d)

2,185,100

1,694,025

TOTAL NORWAY

16,033,877

Singapore - 2.9%

Amtek Engineering Ltd.

2,949,000

1,450,566

CSE Global Ltd.

1,069,000

758,063

First Resources Ltd.

71,000

119,323

Goodpack Ltd.

1,220,000

1,940,318

Mapletree Industrial (REIT)

1,424,000

1,634,366

OSIM International Ltd.

1,092,000

1,454,747

Common Stocks - continued

Shares

Value

Singapore - continued

Pertama Holdings Ltd. (e)

23,060,000

$ 9,679,226

Petra Foods Ltd.

370,000

794,720

Phorm Corp. Ltd. (a)

1,308,800

1,520,695

Raffles Medical Group Ltd.

368,205

739,549

Sino Grandness Food Industry Group Ltd. (a)

310,000

121,987

Venture Corp. Ltd.

212,000

1,329,562

TOTAL SINGAPORE

21,543,122

South Africa - 0.3%

Blue Label Telecoms Ltd.

3,094,900

2,405,774

Sweden - 0.9%

Avanza Bank Holding AB

162,600

3,192,970

Elekta AB (B Shares)

266,400

3,795,444

TOTAL SWEDEN

6,988,414

Switzerland - 1.3%

Sika AG (Bearer)

1,610

3,358,993

VZ Holding AG

51,930

6,189,445

TOTAL SWITZERLAND

9,548,438

Taiwan - 0.2%

Pacific Hospital Supply Co. Ltd.

114,400

333,291

Tong Hsing Electronics Industries Ltd.

158,721

551,530

Topoint Technology Co. Ltd.

571,927

322,088

TOTAL TAIWAN

1,206,909

Thailand - 0.6%

Toyo-Thai Corp. PCL

5,276,700

4,688,297

United Kingdom - 20.6%

Aberdeen Asset Management PLC

1,183,800

6,199,109

Amerisur Resources PLC (a)(d)

7,753,224

5,880,530

Ashmore Group PLC

897,400

5,267,028

ASOS PLC (a)(d)

188,176

6,847,736

Avanti Communications Group PLC (a)(d)

659,800

2,842,889

Aveva Group PLC

186,000

5,973,134

Bond International Software PLC

843,266

700,823

Brammer PLC

1,267,600

4,914,529

Central Asia Metals PLC (a)

1,336,700

2,113,958

Craneware PLC

791,600

5,528,141

Faroe Petroleum PLC (a)

480,947

1,179,715

Hunting PLC

194,900

2,354,181

IG Group Holdings PLC

719,702

5,057,980

Common Stocks - continued

Shares

Value

United Kingdom - continued

International Personal Finance PLC

1,298,800

$ 7,272,907

John Wood Group PLC

383,900

5,262,811

Johnson Matthey PLC

106,195

3,854,160

Keronite PLC (a)(f)

13,620,267

220

London Mining PLC (a)(d)

1,460,045

3,593,125

Moneysupermarket.com Group PLC

2,714,800

5,870,551

Monitise PLC (a)

11,841,415

7,070,361

Mothercare PLC

327,400

1,466,148

NCC Group Ltd.

218,315

3,170,753

Ocado Group PLC (a)(d)

1,088,800

1,133,298

Ophir Energy PLC (a)

616,500

5,516,592

Optos PLC (a)

478,181

1,572,267

Pureprofile Media PLC (a)(f)

1,108,572

626,135

Regenersis PLC

1,198,700

2,548,575

Rockhopper Exploration PLC (a)

1,054,900

2,681,193

Salamander Energy PLC (a)

632,400

1,964,531

SDL PLC

448,762

3,841,826

Serco Group PLC

339,746

3,105,922

Silverdell PLC (a)

12,644,400

2,678,143

Sinclair Pharma PLC (a)

4,146,298

1,898,596

Sphere Medical Holding PLC

817,054

955,928

Sportingbet PLC

5,292,800

4,569,572

Sthree PLC

1,031,809

4,999,408

Synergy Health PLC

284,953

4,271,941

Ted Baker PLC

462,675

7,078,164

TMO Renewables Ltd. (a)(f)

1,000,000

403,438

Travis Perkins PLC

313,000

5,455,121

Wolfson Microelectronics PLC (a)

939,800

3,154,533

Zenergy Power PLC (a)

32,776

44,430

TOTAL UNITED KINGDOM

150,920,402

United States of America - 0.2%

CTC Media, Inc.

4,300

36,077

GI Dynamics, Inc. CDI (a)

690,238

429,901

Mudalla Technology, Inc. (Reg. S) (a)

996,527

16

YOU On Demand Holdings, Inc. (a)

86,974

301,800

YOU On Demand Holdings, Inc. (f)

27,500

85,883

Common Stocks - continued

Shares

Value

United States of America - continued

YOU On Demand Holdings, Inc. warrants 8/30/17 (a)(f)

27,500

$ 2,693

Zhongpin, Inc. (a)

40,200

463,104

TOTAL UNITED STATES OF AMERICA

1,319,474

TOTAL COMMON STOCKS

(Cost $657,977,485)


705,263,638

Convertible Bonds - 0.2%

 

Principal Amount

 

Canada - 0.2%

Griffiths Energy International, Inc. 12% 9/1/17 (f)
(Cost $1,400,000)

$ 1,400,000


1,400,000

Money Market Funds - 9.5%

Shares

 

Fidelity Cash Central Fund, 0.19% (b)

27,463,856

27,463,856

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

42,020,618

42,020,618

TOTAL MONEY MARKET FUNDS

(Cost $69,484,474)


69,484,474

TOTAL INVESTMENT PORTFOLIO - 105.9%

(Cost $728,861,959)

776,148,112

NET OTHER ASSETS (LIABILITIES) - (5.9)%

(42,900,112)

NET ASSETS - 100%

$ 733,248,000

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) 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 $6,899,165 or 0.9% 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

Griffiths Energy International, Inc. 12% 9/1/17

9/12/12

$ 1,400,000

Kalahari Energy

9/1/06

$ 1,813,750

Keronite PLC

8/16/06

$ 1,548,992

Pureprofile Media PLC

5/3/05 - 1/11/06

$ 1,173,341

Rock Well Petroleum, Inc.

4/13/06

$ 1,004,171

TMO Renewables Ltd.

10/27/05

$ 535,065

YOU On Demand Holdings, Inc.

8/29/12

$ 110,000

YOU On Demand Holdings, Inc. warrants 8/30/17

9/14/12

$ 0

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

$ 27,191

Fidelity Securities Lending Cash Central Fund

1,033,335

Total

$ 1,060,526

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

Pertama Holdings Ltd.

$ 11,809,703

$ -

$ -

$ 146,001

$ 9,679,226

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 143,537,049

$ 128,300,726

$ 5,557,081

$ 9,679,242

Consumer Staples

28,905,986

28,905,986

-

-

Energy

53,015,099

48,634,326

-

4,380,773

Financials

87,769,138

87,295,509

473,629

-

Health Care

69,622,651

69,219,213

-

403,438

Industrials

98,004,520

97,822,641

-

181,879

Information Technology

142,870,718

142,142,056

-

728,662

Materials

74,909,127

74,575,481

-

333,646

Telecommunication Services

4,426,521

4,426,521

-

-

Utilities

2,202,829

2,202,829

-

-

Corporate Bonds

1,400,000

-

-

1,400,000

Money Market Funds

69,484,474

69,484,474

-

-

Total Investments in Securities:

$ 776,148,112

$ 753,009,762

$ 6,030,710

$ 17,107,640

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 131,002,515

Valuation Inputs at Reporting Date:

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:

Equities - Consumer Discretionary

Beginning Balance

$ 16

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(2,130,470)

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

11,809,696

Transfers out of Level 3

-

Ending Balance

$ 9,679,242

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2012

$ (2,130,470)

Other Investments in Securities

Beginning Balance

$ 8,345,313

Total Realized Gain (Loss)

(6,001,770)

Total Unrealized Gain (Loss)

4,079,700

Cost of Purchases

1,400,000

Proceeds of Sales

(2,051,934)

Amortization/Accretion

-

Transfers in to Level 3

1,657,089

Transfers out of Level 3

-

Ending Balance

$ 7,428,398

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2012

$ (2,023,569)

The information used in the above reconciliations 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 into Level 3 were attributable to a lack of observable market data resulting from decreases in market activity, decreases in liquidity, security restructurings or corporate actions. Transfers out of Level 3 were attributable to observable market data becoming available for those securities. 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 reconciliations 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


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $39,538,303) - See accompanying schedule:

Unaffiliated issuers (cost $652,965,199)

$ 696,984,412

 

Fidelity Central Funds (cost $69,484,474)

69,484,474

 

Other affiliated issuers (cost $6,412,286)

9,679,226

 

Total Investments (cost $728,861,959)

 

$ 776,148,112

Foreign currency held at value (cost $33,857)

33,838

Receivable for investments sold

2,827,704

Receivable for fund shares sold

709,719

Dividends receivable

1,714,617

Interest receivable

22,702

Distributions receivable from Fidelity Central Funds

108,952

Other receivables

50,490

Total assets

781,616,134

 

 

 

Liabilities

Payable to custodian bank

$ 400,266

Payable for investments purchased

3,347,180

Payable for fund shares redeemed

1,443,678

Accrued management fee

613,770

Distribution and service plan fees payable

13,250

Other affiliated payables

200,735

Other payables and accrued expenses

328,637

Collateral on securities loaned, at value

42,020,618

Total liabilities

48,368,134

 

 

 

Net Assets

$ 733,248,000

Net Assets consist of:

 

Paid in capital

$ 777,008,696

Undistributed net investment income

4,511,102

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(95,349,581)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

47,077,783

Net Assets

$ 733,248,000

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, 2012

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($14,124,535 ÷ 715,414 shares)

$ 19.74

 

 

 

Maximum offering price per share (100/94.25 of $19.74)

$ 20.94

Class T:
Net Asset Value
and redemption price per share ($9,262,276 ÷ 472,720 shares)

$ 19.59

 

 

 

Maximum offering price per share (100/96.50 of $19.59)

$ 20.30

Class B:
Net Asset Value
and offering price per share ($789,979 ÷ 41,097 shares)A

$ 19.22

 

 

 

Class C:
Net Asset Value
and offering price per share ($6,798,784 ÷ 354,409 shares)A

$ 19.18

 

 

 

International Small Cap:
Net Asset Value
, offering price and redemption price per share ($692,769,335 ÷ 34,653,723 shares)

$ 19.99

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($9,503,091 ÷ 475,117 shares)

$ 20.00

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, 2012

 

 

 

Investment Income

 

 

Dividends (including $146,001 earned from other affiliated issuers)

 

$ 14,934,160

Interest

 

35,091

Income from Fidelity Central Funds (including $1,033,335 from security lending)

 

1,060,526

Income before foreign taxes withheld

 

16,029,777

Less foreign taxes withheld

 

(830,680)

Total income

 

15,199,097

 

 

 

Expenses

Management fee
Basic fee

$ 6,793,958

Performance adjustment

794,505

Transfer agent fees

2,203,397

Distribution and service plan fees

185,199

Accounting and security lending fees

390,539

Custodian fees and expenses

266,235

Independent trustees' compensation

5,334

Registration fees

89,380

Audit

149,081

Legal

4,272

Miscellaneous

10,991

Total expenses before reductions

10,892,891

Expense reductions

(204,895)

10,687,996

Net investment income (loss)

4,511,101

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $2,323)

(4,623,160)

Foreign currency transactions

(136,906)

Futures contracts

617,111

Total net realized gain (loss)

 

(4,142,955)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $187,847)

42,478,383

Assets and liabilities in foreign currencies

(17,086)

Futures contracts

113,279

Total change in net unrealized appreciation (depreciation)

 

42,574,576

Net gain (loss)

38,431,621

Net increase (decrease) in net assets resulting from operations

$ 42,942,722

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 4,511,101

$ 8,017,121

Net realized gain (loss)

(4,142,955)

35,260,441

Change in net unrealized appreciation (depreciation)

42,574,576

(96,830,627)

Net increase (decrease) in net assets resulting
from operations

42,942,722

(53,553,065)

Distributions to shareholders from net investment income

(8,016,423)

(2,430,566)

Distributions to shareholders from net realized gain

(12,577,679)

(28,246,937)

Total distributions

(20,594,102)

(30,677,503)

Share transactions - net increase (decrease)

(204,187,386)

129,451,482

Redemption fees

102,611

283,575

Total increase (decrease) in net assets

(181,736,155)

45,504,489

 

 

 

Net Assets

Beginning of period

914,984,155

869,479,666

End of period (including undistributed net investment income of $4,511,102 and undistributed net investment income of $8,017,124, respectively)

$ 733,248,000

$ 914,984,155

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.97

$ 20.42

$ 17.28

$ 11.91

$ 31.14

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .06

  .10

  .03

  .06

  - H

Net realized and unrealized gain (loss)

  1.09

  (.88)

  3.51

  5.31

  (14.03)

Total from investment operations

  1.15

  (.78)

  3.54

  5.37

  (14.03)

Distributions from net investment income

  (.11)

  (.02)

  (.06)

  -

  (.03)

Distributions from net realized gain

  (.27)

  (.66)

  (.34)

  -

  (5.18)

Total distributions

  (.38)

  (.68)

  (.40)

  -

  (5.20) I

Redemption fees added to paid in capital C

  - H

  .01

  - H

  - H

  - H

Net asset value, end of period

$ 19.74

$ 18.97

$ 20.42

$ 17.28

$ 11.91

Total Return A,B

  6.28%

  (4.00)%

  20.85%

  45.09%

  (53.35)%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  1.63%

  1.56%

  1.71%

  1.75%

  1.82%

Expenses net of fee waivers, if any

  1.63%

  1.55%

  1.65%

  1.65%

  1.65%

Expenses net of all reductions

  1.60%

  1.54%

  1.63%

  1.62%

  1.60%

Net investment income (loss)

  .32%

  .49%

  .16%

  .41%

  -% F

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 14,125

$ 17,185

$ 19,720

$ 17,590

$ 13,561

Portfolio turnover rate E

  68%

  47%

  66%

  81%

  113%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.80

$ 20.23

$ 17.14

$ 11.84

$ 30.96

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .01

  .05

  (.02)

  .02

  (.05)

Net realized and unrealized gain (loss)

  1.08

  (.86)

  3.47

  5.28

  (13.95)

Total from investment operations

  1.09

  (.81)

  3.45

  5.30

  (14.00)

Distributions from net investment income

  (.03)

  -

  (.02)

  -

  -

Distributions from net realized gain

  (.27)

  (.63)

  (.34)

  -

  (5.12)

Total distributions

  (.30)

  (.63)

  (.36)

  -

  (5.12)

Redemption fees added to paid in capital C

  - G

  .01

  - G

  - G

  - G

Net asset value, end of period

$ 19.59

$ 18.80

$ 20.23

$ 17.14

$ 11.84

Total Return A,B

  5.97%

  (4.18)%

  20.46%

  44.76%

  (53.46)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.88%

  1.82%

  1.97%

  2.00%

  2.07%

Expenses net of fee waivers, if any

  1.88%

  1.81%

  1.90%

  1.90%

  1.90%

Expenses net of all reductions

  1.85%

  1.79%

  1.88%

  1.86%

  1.86%

Net investment income (loss)

  .07%

  .24%

  (.09)%

  .16%

  (.25)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,262

$ 13,744

$ 16,092

$ 15,760

$ 13,493

Portfolio turnover rate E

  68%

  47%

  66%

  81%

  113%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.38

$ 19.79

$ 16.78

$ 11.65

$ 30.49

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.08)

  (.05)

  (.10)

  (.04)

  (.16)

Net realized and unrealized gain (loss)

  1.07

  (.85)

  3.39

  5.17

  (13.73)

Total from investment operations

  .99

  (.90)

  3.29

  5.13

  (13.89)

Distributions from net realized gain

  (.15)

  (.52)

  (.28)

  -

  (4.95)

Redemption fees added to paid in capital C

  - G

  .01

  - G

  - G

  - G

Net asset value, end of period

$ 19.22

$ 18.38

$ 19.79

$ 16.78

$ 11.65

Total Return A,B

  5.45%

  (4.68)%

  19.90%

  44.03%

  (53.68)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.38%

  2.32%

  2.47%

  2.49%

  2.58%

Expenses net of fee waivers, if any

  2.38%

  2.30%

  2.40%

  2.40%

  2.40%

Expenses net of all reductions

  2.35%

  2.29%

  2.38%

  2.36%

  2.36%

Net investment income (loss)

  (.43)%

  (.26)%

  (.59)%

  (.33)%

  (.75)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 790

$ 2,067

$ 3,457

$ 3,601

$ 3,230

Portfolio turnover rate E

  68%

  47%

  66%

  81%

  113%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.38

$ 19.85

$ 16.85

$ 11.70

$ 30.62

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.08)

  (.04)

  (.10)

  (.04)

  (.16)

Net realized and unrealized gain (loss)

  1.07

  (.85)

  3.40

  5.19

  (13.78)

Total from investment operations

  .99

  (.89)

  3.30

  5.15

  (13.94)

Distributions from net realized gain

  (.19)

  (.59)

  (.30)

  -

  (4.98)

Redemption fees added to paid in capital C

  - G

  .01

  - G

  - G

  - G

Net asset value, end of period

$ 19.18

$ 18.38

$ 19.85

$ 16.85

$ 11.70

Total Return A,B

  5.46%

  (4.64)%

  19.86%

  44.02%

  (53.67)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.38%

  2.27%

  2.42%

  2.49%

  2.57%

Expenses net of fee waivers, if any

  2.38%

  2.26%

  2.40%

  2.40%

  2.40%

Expenses net of all reductions

  2.35%

  2.24%

  2.37%

  2.36%

  2.36%

Net investment income (loss)

  (.43)%

  (.21)%

  (.59)%

  (.33)%

  (.76)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,799

$ 9,545

$ 13,501

$ 5,814

$ 5,658

Portfolio turnover rate E

  68%

  47%

  66%

  81%

  113%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.23

$ 20.66

$ 17.48

$ 12.03

$ 31.44

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .17

  .07

  .08

  .03

Net realized and unrealized gain (loss)

  1.10

  (.89)

  3.53

  5.37

  (14.14)

Total from investment operations

  1.21

  (.72)

  3.60

  5.45

  (14.11)

Distributions from net investment income

  (.18)

  (.06)

  (.08)

  -

  (.12)

Distributions from net realized gain

  (.27)

  (.66)

  (.34)

  -

  (5.18)

Total distributions

  (.45)

  (.72)

  (.42)

  -

  (5.30)

Redemption fees added to paid in capital B

  - F

  .01

  - F

  - F

  - F

Net asset value, end of period

$ 19.99

$ 19.23

$ 20.66

$ 17.48

$ 12.03

Total Return A

  6.55%

  (3.65)%

  21.02%

  45.30%

  (53.25)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.35%

  1.26%

  1.44%

  1.48%

  1.49%

Expenses net of fee waivers, if any

  1.35%

  1.25%

  1.44%

  1.48%

  1.49%

Expenses net of all reductions

  1.33%

  1.23%

  1.42%

  1.44%

  1.44%

Net investment income (loss)

  .59%

  .80%

  .37%

  .58%

  .16%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 692,769

$ 856,692

$ 808,478

$ 669,035

$ 536,291

Portfolio turnover rate D

  68%

  47%

  66%

  81%

  113%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.24

$ 20.66

$ 17.47

$ 12.01

$ 31.38

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .13

  .18

  .09

  .09

  .05

Net realized and unrealized gain (loss)

  1.10

  (.89)

  3.53

  5.37

  (14.12)

Total from investment operations

  1.23

  (.71)

  3.62

  5.46

  (14.07)

Distributions from net investment income

  (.20)

  (.06)

  (.09)

  -

  (.12)

Distributions from net realized gain

  (.27)

  (.66)

  (.34)

  -

  (5.18)

Total distributions

  (.47)

  (.72)

  (.43)

  -

  (5.30)

Redemption fees added to paid in capital B

  - F

  .01

  - F

  - F

  - F

Net asset value, end of period

$ 20.00

$ 19.24

$ 20.66

$ 17.47

$ 12.01

Total Return A

  6.65%

  (3.62)%

  21.15%

  45.46%

  (53.22)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.25%

  1.22%

  1.34%

  1.45%

  1.49%

Expenses net of fee waivers, if any

  1.25%

  1.21%

  1.34%

  1.40%

  1.40%

Expenses net of all reductions

  1.22%

  1.19%

  1.31%

  1.37%

  1.35%

Net investment income (loss)

  .70%

  .84%

  .47%

  .66%

  .25%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,503

$ 15,752

$ 8,231

$ 2,696

$ 2,217

Portfolio turnover rate D

  68%

  47%

  66%

  81%

  113%

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, 2012

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. 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, 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type

Fair Value at 10/31/12

Valuation Technique (s)

Unobservable Input

Range

Weighted Average

Common Stocks

$ 15,707,639

Expected distribution

Recovery rate

0%

0%

 

 

Market comparable

Discount for lack of marketability

10% - 50%

35.57%

 

 

 

EV/NOPAT multiple

12.3

12.3

 

 

 

Transaction price

$ .045 - $2.6

$ 1.06

Corporate Bonds

$ 1,400,000

Market comparable

Transaction price

$ 100

$ 100

For the unobservable inputs listed in the table above, a significant increase in discount for lack of marketability could result in a significant decrease to the fair value measurement. A significant increase in recovery rates, EV/NOPAT multiples or transaction price could result in a significant increase to the fair value measurement.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income 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 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

127,681,860

Gross unrealized depreciation

(104,609,169)

Net unrealized appreciation (depreciation) on securities and other investments

$ 23,072,691

 

 

Tax Cost

$ 753,075,421

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

$ 16,278,609

Capital loss carryforward

$ (82,903,626)

Net unrealized appreciation (depreciation)

$ 23,049,729

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration

 

 

 

2017

$ (65,361,612)

No expiration

 

Short-term

(13,191,063)

Long-term

(4,350,951)

Total no expiration

(17,542,014)

Total capital loss carryforward

$ (82,903,626)

 

 

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 20,594,102

$ 30,677,503

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.

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified instrument based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade.

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable is included in daily variation margin on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are shown in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument at period end and is representative of activity for the period.

During the period the Fund recognized net realized gain (loss) of $617,111 and a change in net unrealized appreciation (depreciation) of $113,279 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $526,733,625 and $758,337,261, 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 .60% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. 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 as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .96% 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%

$ 37,801

$ 382

Class T

.25%

.25%

53,002

142

Class B

.75%

.25%

12,735

9,557

Class C

.75%

.25%

81,661

5,650

 

 

 

$ 185,199

$ 15,731

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 4,719

Class T

1,996

Class B*

272

Class C*

1,068

 

$ 8,055

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 45,432

.30

Class T

32,311

.31

Class B

3,797

.30

Class C

24,474

.30

International Small Cap

2,079,534

.28

Institutional Class

17,849

.17

 

$ 2,203,397

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $572 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,240 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds and includes $32,573 from securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $204,895 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 98,060

$ 15,709

Class T

18,440

-

International Small Cap

7,747,338

2,403,692

Institutional Class

152,585

11,165

Total

$ 8,016,423

$ 2,430,566

Annual Report

10. Distributions to Shareholders - continued

Years ended October 31,

2012

2011

From net realized gain

 

 

Class A

$ 246,964

$ 648,961

Class T

172,958

496,268

Class B

15,448

87,007

Class C

91,928

402,241

International Small Cap

11,838,630

26,480,677

Institutional Class

211,751

131,783

Total

$ 12,577,679

$ 28,246,937

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

190,464

472,219

$ 3,581,689

$ 10,051,889

Reinvestment of distributions

18,159

30,361

323,949

616,326

Shares redeemed

(398,912)

(562,759)

(7,484,565)

(11,902,630)

Net increase (decrease)

(190,289)

(60,179)

$ (3,578,927)

$ (1,234,415)

Class T

 

 

 

 

Shares sold

67,193

237,757

$ 1,245,760

$ 5,055,416

Reinvestment of distributions

10,478

24,155

185,991

486,714

Shares redeemed

(336,074)

(326,059)

(6,220,818)

(6,629,520)

Net increase (decrease)

(258,403)

(64,147)

$ (4,789,067)

$ (1,087,390)

Class B

 

 

 

 

Shares sold

1,171

21,873

$ 21,568

$ 464,854

Reinvestment of distributions

825

4,142

14,430

81,975

Shares redeemed

(73,396)

(88,228)

(1,354,968)

(1,778,852)

Net increase (decrease)

(71,400)

(62,213)

$ (1,318,970)

$ (1,232,023)

Class C

 

 

 

 

Shares sold

95,047

128,685

$ 1,772,779

$ 2,661,361

Reinvestment of distributions

4,830

19,105

84,289

378,079

Shares redeemed

(264,717)

(308,659)

(4,745,500)

(6,253,765)

Net increase (decrease)

(164,840)

(160,869)

$ (2,888,432)

$ (3,214,325)

International Small Cap

 

 

 

 

Shares sold

4,700,621

17,502,789

$ 88,441,440

$ 375,309,666

Reinvestment of distributions

1,033,828

1,321,812

18,629,579

27,110,370

Shares redeemed

(15,631,544)

(13,398,001)

(292,428,231)

(275,580,654)

Net increase (decrease)

(9,897,095)

5,426,600

$ (185,357,212)

$ 126,839,382

Annual Report

Notes to Financial Statements - continued

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Institutional Class

 

 

 

 

Shares sold

199,584

798,910

$ 3,790,776

$ 17,190,303

Reinvestment of distributions

15,793

5,609

284,438

115,044

Shares redeemed

(559,093)

(384,085)

(10,329,992)

(7,925,094)

Net increase (decrease)

(343,716)

420,434

$ (6,254,778)

$ 9,380,253

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 14% 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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Small Cap Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the 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 18, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of 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

12/10/12

12/07/12

$0.074

$0.327

 

 

 

 

 

Class T

12/10/12

12/07/12

$0.000

$0.321

 

 

 

 

 

Class B

12/10/12

12/07/12

$0.000

$0.078

 

 

 

 

 

Class C

12/10/12

12/07/12

$0.000

$0.180

Class A designates 1%, Class T designates 1%, Class B designates 2%, and Class C designates 1% of the dividend distributed in December 2011 as indicated in the Corporate Qualifying memo distributed by the Tax department, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A designates 79%, Class T designates 98%, Class B designates 100%, and Class C designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/05/2011

$0.209

$0.0215

Class T

12/05/2011

$0.168

$0.0215

Class B

12/05/2011

$0.088

$0.0215

Class C

12/05/2011

$0.108

$0.0215

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

Annual Report

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, 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 (top of box) and the 75th percentile return (bottom 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 International Small Cap Fund

ais1267983

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 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 noted that there was a portfolio management change for the fund in November 2011. 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 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Small Cap Fund

ais1267985

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 2011. 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 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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

Smithfield, RI

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

(Fidelity Investment logo)(registered trademark)

AISC-UANN-1212
1.793568.109

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

International Small Cap

Fund - Institutional Class

Annual Report

October 31, 2012

(Fidelity Cover Art)

Institutional Class is a class of
Fidelity® International Small Cap Fund


Contents

Performance

4

How the fund has done over time.

Management's Discussion of Fund Performance

5

The Portfolio Managers' review of fund performance and strategy.

Shareholder Expense Example

6

An example of shareholder expenses.

Investment Changes

8

A summary of major shifts in the fund's investments over the past six months.

Investments

10

A complete list of the fund's investments with their market values.

Financial Statements

25

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

35

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

48

 

Trustees and Officers

49

 

Distributions

61

 

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 1-877-208-0098 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. © 2012 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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, 2012

Past 1
year

Past 5
years

Past 10
years

  Institutional Class A

6.65%

-3.26%

14.72%

A 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 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Small Cap Fund - Institutional Class on October 31, 2002. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® 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.

sci1309533

Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a modest advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind, foreign developed- and emerging-markets stocks still managed a gain for the 12 months, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gains, advancing roughly 11%. A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which also helped the region outpace the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

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 6.65%, topping the 5.99% gain of the MSCI® EAFE® Small Cap Index. Stock selection in the Netherlands and France aided relative performance, while our choices in the U.K., Australia and Singapore hampered results. The Europe/Middle East/Africa subportfolio handily outperformed its benchmark's low double-digit gain. One key contributor was crude oil exploration and production holding Amerisur Resources, while performance was hampered by London Mining, an iron ore and coal developer. The Asia-Pacific ex Japan subportfolio fell short of its benchmark's modest gain. An out-of-benchmark stake in Singapore-based consumer electronics retailer Pertama Holdings, the subportfolio's largest position during the period, detracted. Performance was aided by Toyo-Thai, a Thailand-based construction and engineering firm. The Japanese subportfolio outpaced its benchmark, which declined slightly. A sizable overweighting in Pigeon, a leading producer and retailer of infant products, helped, while a large non-benchmark stake in online social gaming company GREE fared poorly.

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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012 to October 31, 2012

Class A

1.64%

 

 

 

Actual

 

$ 1,000.00

$ 988.50

$ 8.20

HypotheticalA

 

$ 1,000.00

$ 1,016.89

$ 8.31

Class T

1.89%

 

 

 

Actual

 

$ 1,000.00

$ 987.40

$ 9.44

HypotheticalA

 

$ 1,000.00

$ 1,015.63

$ 9.58

Class B

2.37%

 

 

 

Actual

 

$ 1,000.00

$ 985.10

$ 11.83

HypotheticalA

 

$ 1,000.00

$ 1,013.22

$ 11.99

Class C

2.39%

 

 

 

Actual

 

$ 1,000.00

$ 985.10

$ 11.93

HypotheticalA

 

$ 1,000.00

$ 1,013.12

$ 12.09

International Small Cap

1.37%

 

 

 

Actual

 

$ 1,000.00

$ 990.10

$ 6.85

HypotheticalA

 

$ 1,000.00

$ 1,018.25

$ 6.95

Institutional Class

1.24%

 

 

 

Actual

 

$ 1,000.00

$ 990.60

$ 6.20

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.29

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

sci1309535

Japan 26.4%

 

sci1309537

United Kingdom 20.6%

 

sci1309539

Germany 7.6%

 

sci1309541

Australia 6.0%

 

sci1309543

France 4.2%

 

sci1309545

United States of America 3.8%

 

sci1309547

Cayman Islands 3.4%

 

sci1309549

Singapore 2.9%

 

sci1309551

Ireland 2.6%

 

jmcw

Other 22.5%

 

sci1309555

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

sci1309535

Japan 27.2%

 

sci1309537

United Kingdom 19.8%

 

sci1309539

Germany 9.0%

 

sci1309541

Australia 6.1%

 

sci1309543

France 4.4%

 

sci1309545

United States of America 3.2%

 

sci1309547

Cayman Islands 3.2%

 

sci1309549

Ireland 2.9%

 

sci1309551

Bermuda 2.8%

 

jmcw

Other 21.4%

 

sci1309567

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Equity Futures

96.2

97.4

Bonds

0.2

0.1

Short-Term Investments and Net Other Assets (Liabilities)

3.6

2.5

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nintendo Co. Ltd. (Japan, Software)

2.2

1.8

ORIX Corp. (Japan, Diversified Financial Services)

1.8

2.0

Pigeon Corp. (Japan, Household Products)

1.8

1.3

Kakaku.com, Inc. (Japan, Internet Software & Services)

1.6

1.4

Eurofins Scientific SA (France, Life Sciences Tools & Services)

1.3

0.8

Pertama Holdings Ltd. (Singapore, Specialty Retail)

1.3

1.1

AZ Electronic Materials SA (Luxembourg, Chemicals)

1.1

0.9

Kubota Corp. (Japan, Machinery)

1.1

1.0

IBS Group Holding Ltd. GDR (Reg. S) (Isle of Man, IT Services)

1.0

1.0

Playtech Ltd. (Isle of Man, Software)

1.0

0.8

 

14.2

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

19.5

19.0

Information Technology

19.5

17.8

Industrials

13.4

14.8

Financials

11.9

11.3

Materials

10.3

13.2

Health Care

9.7

9.3

Energy

7.3

7.9

Consumer Staples

3.9

2.2

Telecommunication Services

0.6

1.1

Utilities

0.3

0.3

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 96.2%

Shares

Value

Australia - 6.0%

Acrux Ltd.

381,062

$ 1,281,619

Alkane Resources Ltd.

823,400

726,521

Ausgold Ltd. (a)

1,195,693

198,590

Austal Ltd.

508,767

646,954

Beach Energy Ltd.

1,188,831

1,703,011

Berkeley Resources Ltd. (a)

739,724

360,899

Carsales.com Ltd. (d)

338,881

2,624,245

Challenger Ltd.

360,905

1,210,079

Clinuvel Pharmaceuticals Ltd. (a)

143,106

240,653

Dart Energy Ltd. (a)

2,059,222

363,388

Goodman Group unit

253,653

1,166,439

Iluka Resources Ltd.

80,327

827,164

Independence Group NL

189,529

784,995

iProperty Group Ltd. (a)

322,458

307,949

Karoon Gas Australia Ltd. (a)

467,228

2,706,334

Linc Energy Ltd. (a)(d)

508,182

290,135

Maverick Drilling & Exploration Ltd. (a)(d)

781,710

839,855

Medusa Mining Ltd.

198,265

1,255,435

Mesoblast Ltd. (a)(d)

175,066

1,048,566

Mineral Deposits Ltd. (a)

856,877

4,358,458

Monto Minerals Ltd. (a)

273,551

1,988

Navitas Ltd.

286,457

1,225,110

New Standard Energy Ltd. (a)

816,242

266,900

Panaust Ltd.

388,877

1,344,234

Papillon Resources Ltd. (a)(d)

197,313

377,894

Ramsay Health Care Ltd.

18,317

451,772

realestate.com.au Ltd.

61,870

1,107,867

SAI Global Ltd.

316,231

1,332,750

SEEK Ltd.

522,733

3,630,148

Silver Lake Resources Ltd. (a)(d)

211,056

768,994

Sino Gas & Energy Ltd. (a)

8,152,205

634,680

SomnoMed Ltd. (a)

531,849

455,471

Spark Infrastructure Group unit

1,255,671

2,202,829

Starpharma Holdings Ltd. (a)

795,432

1,341,760

Sydney Airport unit

156,262

549,884

Tiger Resources Ltd. (a)

11,335,520

3,647,719

Tissue Therapies Ltd. (a)

819,448

314,732

Troy Resources NL

258,575

1,186,389

Universal Biosensors, Inc. (a)

343,694

328,230

TOTAL AUSTRALIA

44,110,640

Common Stocks - continued

Shares

Value

Bailiwick of Jersey - 1.1%

Informa PLC

854,423

$ 5,518,058

LXB Retail Properties PLC (a)

1,387,800

2,575,497

TOTAL BAILIWICK OF JERSEY

8,093,555

Belgium - 0.7%

EVS Broadcast Equipment SA

92,900

5,383,636

Bermuda - 2.2%

Asia Satellite Telecommunications Holdings Ltd.

271,000

863,698

Biosensors International Group Ltd. (a)

1,422,000

1,264,855

China Animal Healthcare Ltd.

2,129,000

453,796

China Singyes Solar Tech Holdings Ltd.

981,600

581,357

I.T Ltd.

1,552,000

616,791

Imagi International Holdings Ltd. (a)

26,792,000

383,728

Luk Fook Holdings International Ltd.

612,000

1,538,282

Oakley Capital Investments Ltd. (a)

1,518,300

3,319,962

PAX Global Technology Ltd. (a)

1,769,000

314,994

Petra Diamonds Ltd. (a)

1,478,632

2,374,212

REXLot Holdings Ltd.

11,800,000

852,640

Vostok Nafta Investment Ltd. SDR

818,000

2,022,524

Vtech Holdings Ltd.

126,000

1,496,545

TOTAL BERMUDA

16,083,384

Brazil - 0.6%

Alpargatas SA (PN)

553,200

4,189,073

British Virgin Islands - 0.0%

Kalahari Energy (a)(f)

1,451,000

15

Canada - 1.4%

AirSea Lines (a)(f)

1,893,338

25

Banro Corp. (a)

976,700

4,518,001

Mood Media Corp. (a)

175,300

410,715

Mood Media Corp. (United Kingdom) (a)

1,139,822

2,667,112

Rock Well Petroleum, Inc. (a)(f)

770,400

8

Teranga Gold Corp. (a)

1,272,499

2,726,556

TOTAL CANADA

10,322,417

Cayman Islands - 3.4%

21Vianet Group, Inc. ADR (a)

42,300

468,684

3SBio, Inc. sponsored ADR (a)

39,000

522,990

51job, Inc. sponsored ADR (a)

19,200

902,976

AirMedia Group, Inc. ADR (a)

272,500

618,575

Airtac International Group

106,000

497,159

AMVIG Holdings Ltd.

764,000

226,734

Common Stocks - continued

Shares

Value

Cayman Islands - continued

AutoNavi Holdings Ltd. ADR (a)

34,300

$ 368,039

Baidu.com, Inc. sponsored ADR (a)

6,000

639,720

Bitauto Holdings Ltd. ADR (a)

82,500

415,800

Changshouhua Food Co. Ltd.

872,000

450,062

China Automation Group Ltd.

1,872,000

444,446

China High Precision Automation Group Ltd.

712,000

102,527

China Lodging Group Ltd. ADR (a)(d)

26,500

451,030

China Medical System Holdings Ltd.

1,255,000

723,847

China Metal International Holdings, Inc.

2,522,000

439,313

China Metal Recycling (Holdings) Ltd.

436,800

436,797

China Outfitters Holdings Ltd.

1,888,000

321,567

China Tianyi Holdings Ltd. (a)

2,492,000

360,132

China ZhengTong Auto Services Holdings Ltd. (a)

472,000

319,740

CNinsure, Inc. ADR (a)

31,900

187,572

Convenience Retail Asia Ltd.

700,000

437,158

EVA Precision Industrial Holdings Ltd.

9,338,000

988,014

Fook Woo Group Holdings Ltd. (a)

2,055,000

181,634

Greatview Aseptic Pack Co. Ltd.

1,196,000

626,546

Haitian International Holdings Ltd.

338,000

417,373

Hop Hing Group Holdings Ltd. (a)

7,392,000

362,444

Hutchison China Meditech Ltd. (a)

77,117

555,658

Kingdee International Software Group Co. Ltd. (a)

1,178,400

244,802

KongZhong Corp. sponsored ADR (a)

56,200

331,018

Lee's Pharmaceutical Holdings Ltd.

1,085,000

664,996

Marwyn Value Investors II Ltd. (a)

1,875,100

3,820,253

Ming Fai International Holdings Ltd.

9,133,000

824,911

Perfect World Co. Ltd. sponsored ADR Class B

34,900

370,987

Royale Furniture Holdings Ltd.

6,740,958

565,367

Shenguan Holdings Group Ltd.

3,154,000

1,737,741

SINA Corp. (a)

5,000

273,150

Sino Prosper State Gold Resources Holdings, Ltd. (a)

7,495,000

333,646

Sitoy Group Holdings Ltd.

219,000

126,878

SouFun Holdings Ltd. ADR (d)

51,000

921,570

Trauson Holdings Co. Ltd.

1,237,000

646,428

VanceInfo Technologies, Inc. ADR (a)

38,100

290,322

VisionChina Media, Inc. ADR (a)(d)

172,100

37,862

VST Holdings Ltd.

1,858,000

326,047

WuXi PharmaTech Cayman, Inc. sponsored ADR (a)

42,300

600,237

Yip's Chemical Holdings Ltd.

592,000

399,502

TOTAL CAYMAN ISLANDS

24,982,254

Common Stocks - continued

Shares

Value

China - 0.1%

NQ Mobile, Inc. ADR (a)(d)

33,300

$ 231,768

Travelsky Technology Ltd. (H Shares)

877,000

452,642

TOTAL CHINA

684,410

Cyprus - 0.6%

Buried Hill Energy (Cyprus) PCL (a)(f)

1,947,000

4,380,750

France - 4.2%

Altamir Amboise

531,000

4,762,729

ALTEN

118,100

3,714,373

Audika SA

113,900

1,353,781

Axway Software SA

4,544

71,089

Eurofins Scientific SA

63,899

9,880,747

Ipsos SA

124,772

4,384,317

Sartorius Stedim Biotech

51,600

4,662,967

Sopra Group SA

39,300

1,854,678

TOTAL FRANCE

30,684,681

Germany - 7.6%

Bertrandt AG

64,300

5,379,755

Brenntag AG

40,600

5,117,128

CENTROTEC Sustainable AG

231,049

4,168,680

CTS Eventim AG

193,820

5,752,933

GFK AG

142,601

6,493,158

Lanxess AG

70,485

5,822,318

MTU Aero Engines Holdings AG

67,300

5,650,817

Rational AG

15,520

3,924,680

RIB Software AG

379,800

2,358,011

Stroer Out-of-Home Media AG (a)

14,753

130,030

United Internet AG

200,152

4,004,256

Wirecard AG

289,100

6,606,260

TOTAL GERMANY

55,408,026

Hong Kong - 0.8%

Dah Sing Financial Holdings Ltd.

164,261

631,606

Guotai Junan International Holdings Ltd.

1,331,000

395,004

Magnificent Estates Ltd.

29,588,000

1,431,668

Singamas Container Holdings Ltd.

3,164,000

800,181

Techtronic Industries Co. Ltd.

1,053,500

2,006,395

YGM Trading Ltd.

152,000

365,190

TOTAL HONG KONG

5,630,044

Common Stocks - continued

Shares

Value

Iceland - 0.5%

Ossur hf (a)

2,571,700

$ 3,395,957

India - 1.2%

Ahluwalia Contracts (India) Ltd.

230,314

172,077

Britannia Industries Ltd. (a)

31,695

284,904

Educomp Solutions Ltd.

44,518

121,999

Financial Technologies India Ltd.

23,352

431,972

Geodesic Ltd.

256,340

189,140

Manappuram General Finance & Leasing Ltd.

367,032

251,373

MT Educare Ltd.

146,984

285,472

Page Industries Ltd.

87,661

5,462,255

PI Industries Ltd.

37,878

351,993

Shriram City Union Finance Ltd. (a)

739

10,725

Thangamayil Jewellery Ltd.

253,192

1,178,316

WABCO India Ltd.

10,191

303,779

TOTAL INDIA

9,044,005

Indonesia - 1.0%

PT Clipan Finance Indonesia Tbk

13,895,400

578,671

PT Clipan Finance Indonesia Tbk warrants 10/7/14 (a)

2,275,700

12,320

PT Mayora Indah Tbk

352,000

866,712

PT Media Nusantara Citra Tbk

8,838,500

2,599,548

PT Mitra Adiperkasa Tbk

588,000

400,977

PT MNC Sky Vision Tbk

1,805,500

408,844

PT Nippon Indosari Corpindo Tbk

1,225,000

765,223

PT Pembangunan Perumahan Persero Tbk

4,982,500

399,428

PT Tiga Pilar Sejahtera Food Tbk

5,685,000

532,689

PT Tower Bersama Infrastructure Tbk (a)

1,383,000

719,934

TOTAL INDONESIA

7,284,346

Ireland - 2.6%

Glanbia PLC

281,700

2,672,718

Kenmare Resources PLC (a)

11,137,400

7,083,151

Paddy Power PLC (Ireland)

88,784

6,552,506

Petroceltic International PLC (a)

22,766,000

2,531,292

TOTAL IRELAND

18,839,667

Isle of Man - 2.4%

Exillon Energy PLC (a)

1,067,800

2,683,825

IBS Group Holding Ltd. GDR (Reg. S) (a)

336,400

7,586,833

Playtech Ltd.

1,083,636

7,407,568

TOTAL ISLE OF MAN

17,678,226

Common Stocks - continued

Shares

Value

Israel - 0.1%

Sarin Technologies Ltd.

957,750

$ 773,392

Italy - 1.1%

Brunello Cucinelli SpA (d)

172,000

3,043,101

Salvatore Ferragamo Italia SpA (d)

244,915

4,974,388

TOTAL ITALY

8,017,489

Japan - 26.4%

ACOM Co. Ltd. (a)

60,890

1,797,792

Aeon Credit Service Co. Ltd.

344,600

7,312,444

Aeon Mall Co. Ltd.

45,300

1,175,201

Ajinomoto Co., Inc.

125,000

1,908,744

ARNEST ONE Corp.

39,700

589,309

Asahi Holdings, Inc.

65,300

1,101,012

ASAHI INTECC Co. Ltd. (d)

109,500

3,249,474

Avex Group Holdings, Inc.

118,100

2,334,483

CAC Corp.

44,800

377,121

Chiyoda Co. Ltd.

66,700

1,908,340

Citizen Holdings Co. Ltd.

692,900

3,515,276

CyberAgent, Inc. (d)

3,280

6,557,535

DeNA Co. Ltd. (d)

107,500

3,354,409

Enigmo, Inc.

25,300

2,383,264

Fields Corp.

72,300

1,039,714

Fuji Corp.

35,700

522,777

Fuji Spinning Co. Ltd.

679,000

2,806,840

GMO Internet, Inc.

191,800

1,340,654

GOLDWIN, Inc. (d)

204,000

1,249,605

GREE, Inc. (d)

170,100

2,966,043

Hajime Construction Co. Ltd.

52,500

1,653,326

Hitachi Chemical Co. Ltd.

182,500

2,571,871

Hitachi Metals Ltd.

339,000

3,172,153

Hitachi Transport System Ltd.

97,000

1,454,453

Honda Motor Co. Ltd.

181,900

5,468,505

Hoshizaki Electric Co. Ltd.

128,800

3,505,980

Iida Home Max Co., Ltd.

125,000

1,102,342

ITC Networks Corp.

27,300

218,865

Iwatsuka Confectionary Co. Ltd.

11,600

434,183

JSP Corp.

59,400

767,892

K'S Denki Corp. (d)

52,300

1,400,039

Kakaku.com, Inc. (d)

338,200

11,586,834

Kao Corp.

35,000

982,964

KAWAI Musical Instruments Manufacturing Co. Ltd.

693,000

1,449,718

Kitz Corp.

44,900

189,544

Common Stocks - continued

Shares

Value

Japan - continued

Kobe Bussan Co. Ltd.

7,300

$ 191,942

Koshidaka Holdings Co. Ltd.

41,900

1,149,455

Kubota Corp.

761,000

7,778,730

Makita Corp.

92,500

3,655,737

Maruwa Ceramic Co. Ltd. (d)

9,900

291,432

Megachips Corp.

88,200

1,968,839

Mitsubishi Gas Chemical Co., Inc.

9,000

44,419

Mizuho Financial Group, Inc.

302,700

473,629

Nichias Corp. (d)

417,000

2,042,428

Nikkiso Co. Ltd.

525,000

6,254,228

Nintendo Co. Ltd.

127,900

16,470,142

Nippon Seiki Co. Ltd.

33,000

317,061

Nitta Corp.

153,100

2,355,090

Nitta Gelatin, Inc.

116,400

944,848

NSD Co. Ltd.

24,900

238,301

Olympus Corp. (a)(d)

204,500

3,571,001

Origin Electric Co. Ltd.

332,000

1,285,081

ORIX Corp.

130,390

13,393,436

Pacific Metals Co. Ltd.

166,000

563,522

Pal Co. Ltd.

35,250

1,799,371

Pigeon Corp.

284,300

13,105,649

Rohto Pharmaceutical Co. Ltd.

176,000

2,429,563

Round One Corp.

62,800

317,815

Ryohin Keikaku Co. Ltd.

5,800

384,342

Sawada Holdings Co. Ltd. (a)

271,700

1,494,129

Seven & i Holdings Co., Ltd.

6,800

209,716

Shimadzu Corp.

293,000

1,970,951

SHIMANO, Inc.

11,600

730,903

Shin-Etsu Chemical Co., Ltd.

3,300

186,020

Shinko Kogyo Co. Ltd.

239,200

1,246,489

Shinko Shoji Co. Ltd.

2,800

24,237

Sosei Group Corp. (a)

1,170

3,231,680

Stanley Electric Co. Ltd.

245,000

3,375,924

STELLA CHEMIFA Corp.

9,700

182,262

Sugi Holdings Co. Ltd.

600

21,684

Sumitomo Chemical Co. Ltd.

68,000

190,805

Sumitomo Metal Mining Co. Ltd.

88,000

1,158,562

Sysmex Corp.

500

23,519

Taiheiyo Cement Corp.

345,000

734,686

Takara Leben Co. Ltd.

445,200

4,768,207

Toho Real Estate Co. Ltd.

3,000

16,385

Tokyu Land Corp.

85,000

477,014

Common Stocks - continued

Shares

Value

Japan - continued

Topcon Corp. (d)

421,500

$ 1,995,829

Toyo Engineering Corp.

713,000

2,947,388

Toyo Kanetsu KK

398,000

772,767

Tsukui Corp.

26,500

615,777

Uchiyama Holdings Co. Ltd.

7,100

129,851

Unicharm Corp.

1,700

91,995

WebCrew, Inc.

90,300

565,577

West Holdings Corp. (d)

10,700

135,911

Yamato Kogyo Co. Ltd.

40,200

1,128,501

Yamaya Corp.

44,700

641,691

TOTAL JAPAN

193,543,227

Korea (South) - 0.5%

Daou Technology, Inc.

87,960

1,250,440

Genic Co. Ltd. (a)

9,627

523,590

Korea Plant Service & Engineering Co. Ltd.

12,424

683,689

SBS Contents Hub Co. Ltd.

35,022

525,176

Soulbrain Co. Ltd.

11,656

469,310

TOTAL KOREA (SOUTH)

3,452,205

Luxembourg - 1.1%

AZ Electronic Materials SA

1,467,500

8,395,191

Malaysia - 0.1%

JobStreet Corp. Bhd

1,223,100

915,518

Netherlands - 1.3%

Gemalto NV

81,831

7,384,263

Ichor Coal NV (a)

355,000

1,932,560

TOTAL NETHERLANDS

9,316,823

Norway - 2.2%

Aker Solutions ASA

357,100

7,015,102

Schibsted ASA (B Shares)

195,600

7,324,750

Sevan Drilling ASA (a)(d)

2,185,100

1,694,025

TOTAL NORWAY

16,033,877

Singapore - 2.9%

Amtek Engineering Ltd.

2,949,000

1,450,566

CSE Global Ltd.

1,069,000

758,063

First Resources Ltd.

71,000

119,323

Goodpack Ltd.

1,220,000

1,940,318

Mapletree Industrial (REIT)

1,424,000

1,634,366

OSIM International Ltd.

1,092,000

1,454,747

Common Stocks - continued

Shares

Value

Singapore - continued

Pertama Holdings Ltd. (e)

23,060,000

$ 9,679,226

Petra Foods Ltd.

370,000

794,720

Phorm Corp. Ltd. (a)

1,308,800

1,520,695

Raffles Medical Group Ltd.

368,205

739,549

Sino Grandness Food Industry Group Ltd. (a)

310,000

121,987

Venture Corp. Ltd.

212,000

1,329,562

TOTAL SINGAPORE

21,543,122

South Africa - 0.3%

Blue Label Telecoms Ltd.

3,094,900

2,405,774

Sweden - 0.9%

Avanza Bank Holding AB

162,600

3,192,970

Elekta AB (B Shares)

266,400

3,795,444

TOTAL SWEDEN

6,988,414

Switzerland - 1.3%

Sika AG (Bearer)

1,610

3,358,993

VZ Holding AG

51,930

6,189,445

TOTAL SWITZERLAND

9,548,438

Taiwan - 0.2%

Pacific Hospital Supply Co. Ltd.

114,400

333,291

Tong Hsing Electronics Industries Ltd.

158,721

551,530

Topoint Technology Co. Ltd.

571,927

322,088

TOTAL TAIWAN

1,206,909

Thailand - 0.6%

Toyo-Thai Corp. PCL

5,276,700

4,688,297

United Kingdom - 20.6%

Aberdeen Asset Management PLC

1,183,800

6,199,109

Amerisur Resources PLC (a)(d)

7,753,224

5,880,530

Ashmore Group PLC

897,400

5,267,028

ASOS PLC (a)(d)

188,176

6,847,736

Avanti Communications Group PLC (a)(d)

659,800

2,842,889

Aveva Group PLC

186,000

5,973,134

Bond International Software PLC

843,266

700,823

Brammer PLC

1,267,600

4,914,529

Central Asia Metals PLC (a)

1,336,700

2,113,958

Craneware PLC

791,600

5,528,141

Faroe Petroleum PLC (a)

480,947

1,179,715

Hunting PLC

194,900

2,354,181

IG Group Holdings PLC

719,702

5,057,980

Common Stocks - continued

Shares

Value

United Kingdom - continued

International Personal Finance PLC

1,298,800

$ 7,272,907

John Wood Group PLC

383,900

5,262,811

Johnson Matthey PLC

106,195

3,854,160

Keronite PLC (a)(f)

13,620,267

220

London Mining PLC (a)(d)

1,460,045

3,593,125

Moneysupermarket.com Group PLC

2,714,800

5,870,551

Monitise PLC (a)

11,841,415

7,070,361

Mothercare PLC

327,400

1,466,148

NCC Group Ltd.

218,315

3,170,753

Ocado Group PLC (a)(d)

1,088,800

1,133,298

Ophir Energy PLC (a)

616,500

5,516,592

Optos PLC (a)

478,181

1,572,267

Pureprofile Media PLC (a)(f)

1,108,572

626,135

Regenersis PLC

1,198,700

2,548,575

Rockhopper Exploration PLC (a)

1,054,900

2,681,193

Salamander Energy PLC (a)

632,400

1,964,531

SDL PLC

448,762

3,841,826

Serco Group PLC

339,746

3,105,922

Silverdell PLC (a)

12,644,400

2,678,143

Sinclair Pharma PLC (a)

4,146,298

1,898,596

Sphere Medical Holding PLC

817,054

955,928

Sportingbet PLC

5,292,800

4,569,572

Sthree PLC

1,031,809

4,999,408

Synergy Health PLC

284,953

4,271,941

Ted Baker PLC

462,675

7,078,164

TMO Renewables Ltd. (a)(f)

1,000,000

403,438

Travis Perkins PLC

313,000

5,455,121

Wolfson Microelectronics PLC (a)

939,800

3,154,533

Zenergy Power PLC (a)

32,776

44,430

TOTAL UNITED KINGDOM

150,920,402

United States of America - 0.2%

CTC Media, Inc.

4,300

36,077

GI Dynamics, Inc. CDI (a)

690,238

429,901

Mudalla Technology, Inc. (Reg. S) (a)

996,527

16

YOU On Demand Holdings, Inc. (a)

86,974

301,800

YOU On Demand Holdings, Inc. (f)

27,500

85,883

Common Stocks - continued

Shares

Value

United States of America - continued

YOU On Demand Holdings, Inc. warrants 8/30/17 (a)(f)

27,500

$ 2,693

Zhongpin, Inc. (a)

40,200

463,104

TOTAL UNITED STATES OF AMERICA

1,319,474

TOTAL COMMON STOCKS

(Cost $657,977,485)


705,263,638

Convertible Bonds - 0.2%

 

Principal Amount

 

Canada - 0.2%

Griffiths Energy International, Inc. 12% 9/1/17 (f)
(Cost $1,400,000)

$ 1,400,000


1,400,000

Money Market Funds - 9.5%

Shares

 

Fidelity Cash Central Fund, 0.19% (b)

27,463,856

27,463,856

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

42,020,618

42,020,618

TOTAL MONEY MARKET FUNDS

(Cost $69,484,474)


69,484,474

TOTAL INVESTMENT PORTFOLIO - 105.9%

(Cost $728,861,959)

776,148,112

NET OTHER ASSETS (LIABILITIES) - (5.9)%

(42,900,112)

NET ASSETS - 100%

$ 733,248,000

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) 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 $6,899,165 or 0.9% 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

Griffiths Energy International, Inc. 12% 9/1/17

9/12/12

$ 1,400,000

Kalahari Energy

9/1/06

$ 1,813,750

Keronite PLC

8/16/06

$ 1,548,992

Pureprofile Media PLC

5/3/05 - 1/11/06

$ 1,173,341

Rock Well Petroleum, Inc.

4/13/06

$ 1,004,171

TMO Renewables Ltd.

10/27/05

$ 535,065

YOU On Demand Holdings, Inc.

8/29/12

$ 110,000

YOU On Demand Holdings, Inc. warrants 8/30/17

9/14/12

$ 0

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

$ 27,191

Fidelity Securities Lending Cash Central Fund

1,033,335

Total

$ 1,060,526

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

Pertama Holdings Ltd.

$ 11,809,703

$ -

$ -

$ 146,001

$ 9,679,226

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 143,537,049

$ 128,300,726

$ 5,557,081

$ 9,679,242

Consumer Staples

28,905,986

28,905,986

-

-

Energy

53,015,099

48,634,326

-

4,380,773

Financials

87,769,138

87,295,509

473,629

-

Health Care

69,622,651

69,219,213

-

403,438

Industrials

98,004,520

97,822,641

-

181,879

Information Technology

142,870,718

142,142,056

-

728,662

Materials

74,909,127

74,575,481

-

333,646

Telecommunication Services

4,426,521

4,426,521

-

-

Utilities

2,202,829

2,202,829

-

-

Corporate Bonds

1,400,000

-

-

1,400,000

Money Market Funds

69,484,474

69,484,474

-

-

Total Investments in Securities:

$ 776,148,112

$ 753,009,762

$ 6,030,710

$ 17,107,640

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 131,002,515

Valuation Inputs at Reporting Date:

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:

Equities - Consumer Discretionary

Beginning Balance

$ 16

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(2,130,470)

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

11,809,696

Transfers out of Level 3

-

Ending Balance

$ 9,679,242

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2012

$ (2,130,470)

Other Investments in Securities

Beginning Balance

$ 8,345,313

Total Realized Gain (Loss)

(6,001,770)

Total Unrealized Gain (Loss)

4,079,700

Cost of Purchases

1,400,000

Proceeds of Sales

(2,051,934)

Amortization/Accretion

-

Transfers in to Level 3

1,657,089

Transfers out of Level 3

-

Ending Balance

$ 7,428,398

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2012

$ (2,023,569)

The information used in the above reconciliations 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 into Level 3 were attributable to a lack of observable market data resulting from decreases in market activity, decreases in liquidity, security restructurings or corporate actions. Transfers out of Level 3 were attributable to observable market data becoming available for those securities. 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 reconciliations 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


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $39,538,303) - See accompanying schedule:

Unaffiliated issuers (cost $652,965,199)

$ 696,984,412

 

Fidelity Central Funds (cost $69,484,474)

69,484,474

 

Other affiliated issuers (cost $6,412,286)

9,679,226

 

Total Investments (cost $728,861,959)

 

$ 776,148,112

Foreign currency held at value (cost $33,857)

33,838

Receivable for investments sold

2,827,704

Receivable for fund shares sold

709,719

Dividends receivable

1,714,617

Interest receivable

22,702

Distributions receivable from Fidelity Central Funds

108,952

Other receivables

50,490

Total assets

781,616,134

 

 

 

Liabilities

Payable to custodian bank

$ 400,266

Payable for investments purchased

3,347,180

Payable for fund shares redeemed

1,443,678

Accrued management fee

613,770

Distribution and service plan fees payable

13,250

Other affiliated payables

200,735

Other payables and accrued expenses

328,637

Collateral on securities loaned, at value

42,020,618

Total liabilities

48,368,134

 

 

 

Net Assets

$ 733,248,000

Net Assets consist of:

 

Paid in capital

$ 777,008,696

Undistributed net investment income

4,511,102

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(95,349,581)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

47,077,783

Net Assets

$ 733,248,000

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, 2012

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($14,124,535 ÷ 715,414 shares)

$ 19.74

 

 

 

Maximum offering price per share (100/94.25 of $19.74)

$ 20.94

Class T:
Net Asset Value
and redemption price per share ($9,262,276 ÷ 472,720 shares)

$ 19.59

 

 

 

Maximum offering price per share (100/96.50 of $19.59)

$ 20.30

Class B:
Net Asset Value
and offering price per share ($789,979 ÷ 41,097 shares)A

$ 19.22

 

 

 

Class C:
Net Asset Value
and offering price per share ($6,798,784 ÷ 354,409 shares)A

$ 19.18

 

 

 

International Small Cap:
Net Asset Value
, offering price and redemption price per share ($692,769,335 ÷ 34,653,723 shares)

$ 19.99

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($9,503,091 ÷ 475,117 shares)

$ 20.00

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, 2012

 

 

 

Investment Income

 

 

Dividends (including $146,001 earned from other affiliated issuers)

 

$ 14,934,160

Interest

 

35,091

Income from Fidelity Central Funds (including $1,033,335 from security lending)

 

1,060,526

Income before foreign taxes withheld

 

16,029,777

Less foreign taxes withheld

 

(830,680)

Total income

 

15,199,097

 

 

 

Expenses

Management fee
Basic fee

$ 6,793,958

Performance adjustment

794,505

Transfer agent fees

2,203,397

Distribution and service plan fees

185,199

Accounting and security lending fees

390,539

Custodian fees and expenses

266,235

Independent trustees' compensation

5,334

Registration fees

89,380

Audit

149,081

Legal

4,272

Miscellaneous

10,991

Total expenses before reductions

10,892,891

Expense reductions

(204,895)

10,687,996

Net investment income (loss)

4,511,101

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $2,323)

(4,623,160)

Foreign currency transactions

(136,906)

Futures contracts

617,111

Total net realized gain (loss)

 

(4,142,955)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $187,847)

42,478,383

Assets and liabilities in foreign currencies

(17,086)

Futures contracts

113,279

Total change in net unrealized appreciation (depreciation)

 

42,574,576

Net gain (loss)

38,431,621

Net increase (decrease) in net assets resulting from operations

$ 42,942,722

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 4,511,101

$ 8,017,121

Net realized gain (loss)

(4,142,955)

35,260,441

Change in net unrealized appreciation (depreciation)

42,574,576

(96,830,627)

Net increase (decrease) in net assets resulting
from operations

42,942,722

(53,553,065)

Distributions to shareholders from net investment income

(8,016,423)

(2,430,566)

Distributions to shareholders from net realized gain

(12,577,679)

(28,246,937)

Total distributions

(20,594,102)

(30,677,503)

Share transactions - net increase (decrease)

(204,187,386)

129,451,482

Redemption fees

102,611

283,575

Total increase (decrease) in net assets

(181,736,155)

45,504,489

 

 

 

Net Assets

Beginning of period

914,984,155

869,479,666

End of period (including undistributed net investment income of $4,511,102 and undistributed net investment income of $8,017,124, respectively)

$ 733,248,000

$ 914,984,155

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.97

$ 20.42

$ 17.28

$ 11.91

$ 31.14

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .06

  .10

  .03

  .06

  - H

Net realized and unrealized gain (loss)

  1.09

  (.88)

  3.51

  5.31

  (14.03)

Total from investment operations

  1.15

  (.78)

  3.54

  5.37

  (14.03)

Distributions from net investment income

  (.11)

  (.02)

  (.06)

  -

  (.03)

Distributions from net realized gain

  (.27)

  (.66)

  (.34)

  -

  (5.18)

Total distributions

  (.38)

  (.68)

  (.40)

  -

  (5.20) I

Redemption fees added to paid in capital C

  - H

  .01

  - H

  - H

  - H

Net asset value, end of period

$ 19.74

$ 18.97

$ 20.42

$ 17.28

$ 11.91

Total Return A,B

  6.28%

  (4.00)%

  20.85%

  45.09%

  (53.35)%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  1.63%

  1.56%

  1.71%

  1.75%

  1.82%

Expenses net of fee waivers, if any

  1.63%

  1.55%

  1.65%

  1.65%

  1.65%

Expenses net of all reductions

  1.60%

  1.54%

  1.63%

  1.62%

  1.60%

Net investment income (loss)

  .32%

  .49%

  .16%

  .41%

  -% F

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 14,125

$ 17,185

$ 19,720

$ 17,590

$ 13,561

Portfolio turnover rate E

  68%

  47%

  66%

  81%

  113%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.80

$ 20.23

$ 17.14

$ 11.84

$ 30.96

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .01

  .05

  (.02)

  .02

  (.05)

Net realized and unrealized gain (loss)

  1.08

  (.86)

  3.47

  5.28

  (13.95)

Total from investment operations

  1.09

  (.81)

  3.45

  5.30

  (14.00)

Distributions from net investment income

  (.03)

  -

  (.02)

  -

  -

Distributions from net realized gain

  (.27)

  (.63)

  (.34)

  -

  (5.12)

Total distributions

  (.30)

  (.63)

  (.36)

  -

  (5.12)

Redemption fees added to paid in capital C

  - G

  .01

  - G

  - G

  - G

Net asset value, end of period

$ 19.59

$ 18.80

$ 20.23

$ 17.14

$ 11.84

Total Return A,B

  5.97%

  (4.18)%

  20.46%

  44.76%

  (53.46)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.88%

  1.82%

  1.97%

  2.00%

  2.07%

Expenses net of fee waivers, if any

  1.88%

  1.81%

  1.90%

  1.90%

  1.90%

Expenses net of all reductions

  1.85%

  1.79%

  1.88%

  1.86%

  1.86%

Net investment income (loss)

  .07%

  .24%

  (.09)%

  .16%

  (.25)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,262

$ 13,744

$ 16,092

$ 15,760

$ 13,493

Portfolio turnover rate E

  68%

  47%

  66%

  81%

  113%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.38

$ 19.79

$ 16.78

$ 11.65

$ 30.49

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.08)

  (.05)

  (.10)

  (.04)

  (.16)

Net realized and unrealized gain (loss)

  1.07

  (.85)

  3.39

  5.17

  (13.73)

Total from investment operations

  .99

  (.90)

  3.29

  5.13

  (13.89)

Distributions from net realized gain

  (.15)

  (.52)

  (.28)

  -

  (4.95)

Redemption fees added to paid in capital C

  - G

  .01

  - G

  - G

  - G

Net asset value, end of period

$ 19.22

$ 18.38

$ 19.79

$ 16.78

$ 11.65

Total Return A,B

  5.45%

  (4.68)%

  19.90%

  44.03%

  (53.68)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.38%

  2.32%

  2.47%

  2.49%

  2.58%

Expenses net of fee waivers, if any

  2.38%

  2.30%

  2.40%

  2.40%

  2.40%

Expenses net of all reductions

  2.35%

  2.29%

  2.38%

  2.36%

  2.36%

Net investment income (loss)

  (.43)%

  (.26)%

  (.59)%

  (.33)%

  (.75)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 790

$ 2,067

$ 3,457

$ 3,601

$ 3,230

Portfolio turnover rate E

  68%

  47%

  66%

  81%

  113%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.38

$ 19.85

$ 16.85

$ 11.70

$ 30.62

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.08)

  (.04)

  (.10)

  (.04)

  (.16)

Net realized and unrealized gain (loss)

  1.07

  (.85)

  3.40

  5.19

  (13.78)

Total from investment operations

  .99

  (.89)

  3.30

  5.15

  (13.94)

Distributions from net realized gain

  (.19)

  (.59)

  (.30)

  -

  (4.98)

Redemption fees added to paid in capital C

  - G

  .01

  - G

  - G

  - G

Net asset value, end of period

$ 19.18

$ 18.38

$ 19.85

$ 16.85

$ 11.70

Total Return A,B

  5.46%

  (4.64)%

  19.86%

  44.02%

  (53.67)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.38%

  2.27%

  2.42%

  2.49%

  2.57%

Expenses net of fee waivers, if any

  2.38%

  2.26%

  2.40%

  2.40%

  2.40%

Expenses net of all reductions

  2.35%

  2.24%

  2.37%

  2.36%

  2.36%

Net investment income (loss)

  (.43)%

  (.21)%

  (.59)%

  (.33)%

  (.76)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,799

$ 9,545

$ 13,501

$ 5,814

$ 5,658

Portfolio turnover rate E

  68%

  47%

  66%

  81%

  113%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.23

$ 20.66

$ 17.48

$ 12.03

$ 31.44

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .17

  .07

  .08

  .03

Net realized and unrealized gain (loss)

  1.10

  (.89)

  3.53

  5.37

  (14.14)

Total from investment operations

  1.21

  (.72)

  3.60

  5.45

  (14.11)

Distributions from net investment income

  (.18)

  (.06)

  (.08)

  -

  (.12)

Distributions from net realized gain

  (.27)

  (.66)

  (.34)

  -

  (5.18)

Total distributions

  (.45)

  (.72)

  (.42)

  -

  (5.30)

Redemption fees added to paid in capital B

  - F

  .01

  - F

  - F

  - F

Net asset value, end of period

$ 19.99

$ 19.23

$ 20.66

$ 17.48

$ 12.03

Total Return A

  6.55%

  (3.65)%

  21.02%

  45.30%

  (53.25)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.35%

  1.26%

  1.44%

  1.48%

  1.49%

Expenses net of fee waivers, if any

  1.35%

  1.25%

  1.44%

  1.48%

  1.49%

Expenses net of all reductions

  1.33%

  1.23%

  1.42%

  1.44%

  1.44%

Net investment income (loss)

  .59%

  .80%

  .37%

  .58%

  .16%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 692,769

$ 856,692

$ 808,478

$ 669,035

$ 536,291

Portfolio turnover rate D

  68%

  47%

  66%

  81%

  113%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.24

$ 20.66

$ 17.47

$ 12.01

$ 31.38

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .13

  .18

  .09

  .09

  .05

Net realized and unrealized gain (loss)

  1.10

  (.89)

  3.53

  5.37

  (14.12)

Total from investment operations

  1.23

  (.71)

  3.62

  5.46

  (14.07)

Distributions from net investment income

  (.20)

  (.06)

  (.09)

  -

  (.12)

Distributions from net realized gain

  (.27)

  (.66)

  (.34)

  -

  (5.18)

Total distributions

  (.47)

  (.72)

  (.43)

  -

  (5.30)

Redemption fees added to paid in capital B

  - F

  .01

  - F

  - F

  - F

Net asset value, end of period

$ 20.00

$ 19.24

$ 20.66

$ 17.47

$ 12.01

Total Return A

  6.65%

  (3.62)%

  21.15%

  45.46%

  (53.22)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.25%

  1.22%

  1.34%

  1.45%

  1.49%

Expenses net of fee waivers, if any

  1.25%

  1.21%

  1.34%

  1.40%

  1.40%

Expenses net of all reductions

  1.22%

  1.19%

  1.31%

  1.37%

  1.35%

Net investment income (loss)

  .70%

  .84%

  .47%

  .66%

  .25%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,503

$ 15,752

$ 8,231

$ 2,696

$ 2,217

Portfolio turnover rate D

  68%

  47%

  66%

  81%

  113%

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, 2012

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. 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, 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type

Fair Value at 10/31/12

Valuation Technique (s)

Unobservable Input

Range

Weighted Average

Common Stocks

$ 15,707,639

Expected distribution

Recovery rate

0%

0%

 

 

Market comparable

Discount for lack of marketability

10% - 50%

35.57%

 

 

 

EV/NOPAT multiple

12.3

12.3

 

 

 

Transaction price

$ .045 - $2.6

$ 1.06

Corporate Bonds

$ 1,400,000

Market comparable

Transaction price

$ 100

$ 100

For the unobservable inputs listed in the table above, a significant increase in discount for lack of marketability could result in a significant decrease to the fair value measurement. A significant increase in recovery rates, EV/NOPAT multiples or transaction price could result in a significant increase to the fair value measurement.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income 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 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

127,681,860

Gross unrealized depreciation

(104,609,169)

Net unrealized appreciation (depreciation) on securities and other investments

$ 23,072,691

 

 

Tax Cost

$ 753,075,421

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

$ 16,278,609

Capital loss carryforward

$ (82,903,626)

Net unrealized appreciation (depreciation)

$ 23,049,729

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration

 

 

 

2017

$ (65,361,612)

No expiration

 

Short-term

(13,191,063)

Long-term

(4,350,951)

Total no expiration

(17,542,014)

Total capital loss carryforward

$ (82,903,626)

 

 

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 20,594,102

$ 30,677,503

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.

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified instrument based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade.

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable is included in daily variation margin on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are shown in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument at period end and is representative of activity for the period.

During the period the Fund recognized net realized gain (loss) of $617,111 and a change in net unrealized appreciation (depreciation) of $113,279 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $526,733,625 and $758,337,261, 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 .60% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. 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 as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .96% 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%

$ 37,801

$ 382

Class T

.25%

.25%

53,002

142

Class B

.75%

.25%

12,735

9,557

Class C

.75%

.25%

81,661

5,650

 

 

 

$ 185,199

$ 15,731

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 4,719

Class T

1,996

Class B*

272

Class C*

1,068

 

$ 8,055

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 45,432

.30

Class T

32,311

.31

Class B

3,797

.30

Class C

24,474

.30

International Small Cap

2,079,534

.28

Institutional Class

17,849

.17

 

$ 2,203,397

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $572 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,240 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds and includes $32,573 from securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $204,895 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 98,060

$ 15,709

Class T

18,440

-

International Small Cap

7,747,338

2,403,692

Institutional Class

152,585

11,165

Total

$ 8,016,423

$ 2,430,566

Annual Report

10. Distributions to Shareholders - continued

Years ended October 31,

2012

2011

From net realized gain

 

 

Class A

$ 246,964

$ 648,961

Class T

172,958

496,268

Class B

15,448

87,007

Class C

91,928

402,241

International Small Cap

11,838,630

26,480,677

Institutional Class

211,751

131,783

Total

$ 12,577,679

$ 28,246,937

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

190,464

472,219

$ 3,581,689

$ 10,051,889

Reinvestment of distributions

18,159

30,361

323,949

616,326

Shares redeemed

(398,912)

(562,759)

(7,484,565)

(11,902,630)

Net increase (decrease)

(190,289)

(60,179)

$ (3,578,927)

$ (1,234,415)

Class T

 

 

 

 

Shares sold

67,193

237,757

$ 1,245,760

$ 5,055,416

Reinvestment of distributions

10,478

24,155

185,991

486,714

Shares redeemed

(336,074)

(326,059)

(6,220,818)

(6,629,520)

Net increase (decrease)

(258,403)

(64,147)

$ (4,789,067)

$ (1,087,390)

Class B

 

 

 

 

Shares sold

1,171

21,873

$ 21,568

$ 464,854

Reinvestment of distributions

825

4,142

14,430

81,975

Shares redeemed

(73,396)

(88,228)

(1,354,968)

(1,778,852)

Net increase (decrease)

(71,400)

(62,213)

$ (1,318,970)

$ (1,232,023)

Class C

 

 

 

 

Shares sold

95,047

128,685

$ 1,772,779

$ 2,661,361

Reinvestment of distributions

4,830

19,105

84,289

378,079

Shares redeemed

(264,717)

(308,659)

(4,745,500)

(6,253,765)

Net increase (decrease)

(164,840)

(160,869)

$ (2,888,432)

$ (3,214,325)

International Small Cap

 

 

 

 

Shares sold

4,700,621

17,502,789

$ 88,441,440

$ 375,309,666

Reinvestment of distributions

1,033,828

1,321,812

18,629,579

27,110,370

Shares redeemed

(15,631,544)

(13,398,001)

(292,428,231)

(275,580,654)

Net increase (decrease)

(9,897,095)

5,426,600

$ (185,357,212)

$ 126,839,382

Annual Report

Notes to Financial Statements - continued

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Institutional Class

 

 

 

 

Shares sold

199,584

798,910

$ 3,790,776

$ 17,190,303

Reinvestment of distributions

15,793

5,609

284,438

115,044

Shares redeemed

(559,093)

(384,085)

(10,329,992)

(7,925,094)

Net increase (decrease)

(343,716)

420,434

$ (6,254,778)

$ 9,380,253

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 14% 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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Small Cap Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the 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 18, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions

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

12/10/12

12/07/12

$0.164

$0.327

Institutional Class designates 1% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class designates 65% 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

12/05/2011

$0.255

$0.0215

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

Annual Report

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, 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 (top of box) and the 75th percentile return (bottom 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 International Small Cap Fund

sci1309569

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 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 noted that there was a portfolio management change for the fund in November 2011. 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 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Small Cap Fund

sci1309571

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 2011. 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 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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

Smithfield, RI

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

(Fidelity Investment logo)(registered trademark)

AISCI-UANN-1212
1.793572.109

Fidelity®

International Small Cap

Fund

Annual Report

October 31, 2012

(Fidelity Cover Art)


Contents

Performance

4

How the fund has done over time.

Management's Discussion of Fund Performance

5

The Portfolio Managers' review of fund performance and strategy.

Shareholder Expense Example

6

An example of shareholder expenses.

Investment Changes

8

A summary of major shifts in the fund's investments over the past six months.

Investments

10

A complete list of the fund's investments with their market values.

Financial Statements

25

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

35

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

48

 

Trustees and Officers

49

 

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 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2012 FMR LLC. All rights reserved.

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


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2012

Past 1
year

Past 5
years

Past 10
years

Fidelity® International Small Cap Fund

6.55%

-3.34%

14.67%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® International Small Cap Fund, a class of the fund, on October 31, 2002. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Small Cap Index performed over the same period.

isc1233928

Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a modest advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind, foreign developed- and emerging-markets stocks still managed a gain for the 12 months, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gains, advancing roughly 11%. A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which also helped the region outpace the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

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 6.55%, topping the 5.99% gain of the MSCI® EAFE® Small Cap Index. Stock selection in the Netherlands and France aided relative performance, while our choices in the U.K., Australia and Singapore hampered results. The Europe/Middle East/Africa subportfolio handily outperformed its benchmark's low double-digit gain. One key contributor was crude oil exploration and production holding Amerisur Resources, while performance was hampered by London Mining, an iron ore and coal developer. The Asia-Pacific ex Japan subportfolio fell short of its benchmark's modest gain. An out-of-benchmark stake in Singapore-based consumer electronics retailer Pertama Holdings, the subportfolio's largest position during the period, detracted. Performance was aided by Toyo-Thai, a Thailand-based construction and engineering firm. The Japanese subportfolio outpaced its benchmark, which declined slightly. A sizable overweighting in Pigeon, a leading producer and retailer of infant products, helped, while a large non-benchmark stake in online social gaming company GREE fared poorly.

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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012 to October 31, 2012

Class A

1.64%

 

 

 

Actual

 

$ 1,000.00

$ 988.50

$ 8.20

HypotheticalA

 

$ 1,000.00

$ 1,016.89

$ 8.31

Class T

1.89%

 

 

 

Actual

 

$ 1,000.00

$ 987.40

$ 9.44

HypotheticalA

 

$ 1,000.00

$ 1,015.63

$ 9.58

Class B

2.37%

 

 

 

Actual

 

$ 1,000.00

$ 985.10

$ 11.83

HypotheticalA

 

$ 1,000.00

$ 1,013.22

$ 11.99

Class C

2.39%

 

 

 

Actual

 

$ 1,000.00

$ 985.10

$ 11.93

HypotheticalA

 

$ 1,000.00

$ 1,013.12

$ 12.09

International Small Cap

1.37%

 

 

 

Actual

 

$ 1,000.00

$ 990.10

$ 6.85

HypotheticalA

 

$ 1,000.00

$ 1,018.25

$ 6.95

Institutional Class

1.24%

 

 

 

Actual

 

$ 1,000.00

$ 990.60

$ 6.20

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.29

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

isc1233930

Japan 26.4%

 

isc1233932

United Kingdom 20.6%

 

isc1233934

Germany 7.6%

 

isc1233936

Australia 6.0%

 

isc1233938

France 4.2%

 

isc1233940

United States of America 3.8%

 

isc1233942

Cayman Islands 3.4%

 

isc1233944

Singapore 2.9%

 

isc1233946

Ireland 2.6%

 

jmcw

Other 22.5%

 

isc1233950

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

isc1233930

Japan 27.2%

 

isc1233932

United Kingdom 19.8%

 

isc1233934

Germany 9.0%

 

isc1233936

Australia 6.1%

 

isc1233938

France 4.4%

 

isc1233940

United States of America 3.2%

 

isc1233942

Cayman Islands 3.2%

 

isc1233944

Ireland 2.9%

 

isc1233946

Bermuda 2.8%

 

jmcw

Other 21.4%

 

isc1233962

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Equity Futures

96.2

97.4

Bonds

0.2

0.1

Short-Term Investments and Net Other Assets (Liabilities)

3.6

2.5

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nintendo Co. Ltd. (Japan, Software)

2.2

1.8

ORIX Corp. (Japan, Diversified Financial Services)

1.8

2.0

Pigeon Corp. (Japan, Household Products)

1.8

1.3

Kakaku.com, Inc. (Japan, Internet Software & Services)

1.6

1.4

Eurofins Scientific SA (France, Life Sciences Tools & Services)

1.3

0.8

Pertama Holdings Ltd. (Singapore, Specialty Retail)

1.3

1.1

AZ Electronic Materials SA (Luxembourg, Chemicals)

1.1

0.9

Kubota Corp. (Japan, Machinery)

1.1

1.0

IBS Group Holding Ltd. GDR (Reg. S) (Isle of Man, IT Services)

1.0

1.0

Playtech Ltd. (Isle of Man, Software)

1.0

0.8

 

14.2

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

19.5

19.0

Information Technology

19.5

17.8

Industrials

13.4

14.8

Financials

11.9

11.3

Materials

10.3

13.2

Health Care

9.7

9.3

Energy

7.3

7.9

Consumer Staples

3.9

2.2

Telecommunication Services

0.6

1.1

Utilities

0.3

0.3

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 96.2%

Shares

Value

Australia - 6.0%

Acrux Ltd.

381,062

$ 1,281,619

Alkane Resources Ltd.

823,400

726,521

Ausgold Ltd. (a)

1,195,693

198,590

Austal Ltd.

508,767

646,954

Beach Energy Ltd.

1,188,831

1,703,011

Berkeley Resources Ltd. (a)

739,724

360,899

Carsales.com Ltd. (d)

338,881

2,624,245

Challenger Ltd.

360,905

1,210,079

Clinuvel Pharmaceuticals Ltd. (a)

143,106

240,653

Dart Energy Ltd. (a)

2,059,222

363,388

Goodman Group unit

253,653

1,166,439

Iluka Resources Ltd.

80,327

827,164

Independence Group NL

189,529

784,995

iProperty Group Ltd. (a)

322,458

307,949

Karoon Gas Australia Ltd. (a)

467,228

2,706,334

Linc Energy Ltd. (a)(d)

508,182

290,135

Maverick Drilling & Exploration Ltd. (a)(d)

781,710

839,855

Medusa Mining Ltd.

198,265

1,255,435

Mesoblast Ltd. (a)(d)

175,066

1,048,566

Mineral Deposits Ltd. (a)

856,877

4,358,458

Monto Minerals Ltd. (a)

273,551

1,988

Navitas Ltd.

286,457

1,225,110

New Standard Energy Ltd. (a)

816,242

266,900

Panaust Ltd.

388,877

1,344,234

Papillon Resources Ltd. (a)(d)

197,313

377,894

Ramsay Health Care Ltd.

18,317

451,772

realestate.com.au Ltd.

61,870

1,107,867

SAI Global Ltd.

316,231

1,332,750

SEEK Ltd.

522,733

3,630,148

Silver Lake Resources Ltd. (a)(d)

211,056

768,994

Sino Gas & Energy Ltd. (a)

8,152,205

634,680

SomnoMed Ltd. (a)

531,849

455,471

Spark Infrastructure Group unit

1,255,671

2,202,829

Starpharma Holdings Ltd. (a)

795,432

1,341,760

Sydney Airport unit

156,262

549,884

Tiger Resources Ltd. (a)

11,335,520

3,647,719

Tissue Therapies Ltd. (a)

819,448

314,732

Troy Resources NL

258,575

1,186,389

Universal Biosensors, Inc. (a)

343,694

328,230

TOTAL AUSTRALIA

44,110,640

Common Stocks - continued

Shares

Value

Bailiwick of Jersey - 1.1%

Informa PLC

854,423

$ 5,518,058

LXB Retail Properties PLC (a)

1,387,800

2,575,497

TOTAL BAILIWICK OF JERSEY

8,093,555

Belgium - 0.7%

EVS Broadcast Equipment SA

92,900

5,383,636

Bermuda - 2.2%

Asia Satellite Telecommunications Holdings Ltd.

271,000

863,698

Biosensors International Group Ltd. (a)

1,422,000

1,264,855

China Animal Healthcare Ltd.

2,129,000

453,796

China Singyes Solar Tech Holdings Ltd.

981,600

581,357

I.T Ltd.

1,552,000

616,791

Imagi International Holdings Ltd. (a)

26,792,000

383,728

Luk Fook Holdings International Ltd.

612,000

1,538,282

Oakley Capital Investments Ltd. (a)

1,518,300

3,319,962

PAX Global Technology Ltd. (a)

1,769,000

314,994

Petra Diamonds Ltd. (a)

1,478,632

2,374,212

REXLot Holdings Ltd.

11,800,000

852,640

Vostok Nafta Investment Ltd. SDR

818,000

2,022,524

Vtech Holdings Ltd.

126,000

1,496,545

TOTAL BERMUDA

16,083,384

Brazil - 0.6%

Alpargatas SA (PN)

553,200

4,189,073

British Virgin Islands - 0.0%

Kalahari Energy (a)(f)

1,451,000

15

Canada - 1.4%

AirSea Lines (a)(f)

1,893,338

25

Banro Corp. (a)

976,700

4,518,001

Mood Media Corp. (a)

175,300

410,715

Mood Media Corp. (United Kingdom) (a)

1,139,822

2,667,112

Rock Well Petroleum, Inc. (a)(f)

770,400

8

Teranga Gold Corp. (a)

1,272,499

2,726,556

TOTAL CANADA

10,322,417

Cayman Islands - 3.4%

21Vianet Group, Inc. ADR (a)

42,300

468,684

3SBio, Inc. sponsored ADR (a)

39,000

522,990

51job, Inc. sponsored ADR (a)

19,200

902,976

AirMedia Group, Inc. ADR (a)

272,500

618,575

Airtac International Group

106,000

497,159

AMVIG Holdings Ltd.

764,000

226,734

Common Stocks - continued

Shares

Value

Cayman Islands - continued

AutoNavi Holdings Ltd. ADR (a)

34,300

$ 368,039

Baidu.com, Inc. sponsored ADR (a)

6,000

639,720

Bitauto Holdings Ltd. ADR (a)

82,500

415,800

Changshouhua Food Co. Ltd.

872,000

450,062

China Automation Group Ltd.

1,872,000

444,446

China High Precision Automation Group Ltd.

712,000

102,527

China Lodging Group Ltd. ADR (a)(d)

26,500

451,030

China Medical System Holdings Ltd.

1,255,000

723,847

China Metal International Holdings, Inc.

2,522,000

439,313

China Metal Recycling (Holdings) Ltd.

436,800

436,797

China Outfitters Holdings Ltd.

1,888,000

321,567

China Tianyi Holdings Ltd. (a)

2,492,000

360,132

China ZhengTong Auto Services Holdings Ltd. (a)

472,000

319,740

CNinsure, Inc. ADR (a)

31,900

187,572

Convenience Retail Asia Ltd.

700,000

437,158

EVA Precision Industrial Holdings Ltd.

9,338,000

988,014

Fook Woo Group Holdings Ltd. (a)

2,055,000

181,634

Greatview Aseptic Pack Co. Ltd.

1,196,000

626,546

Haitian International Holdings Ltd.

338,000

417,373

Hop Hing Group Holdings Ltd. (a)

7,392,000

362,444

Hutchison China Meditech Ltd. (a)

77,117

555,658

Kingdee International Software Group Co. Ltd. (a)

1,178,400

244,802

KongZhong Corp. sponsored ADR (a)

56,200

331,018

Lee's Pharmaceutical Holdings Ltd.

1,085,000

664,996

Marwyn Value Investors II Ltd. (a)

1,875,100

3,820,253

Ming Fai International Holdings Ltd.

9,133,000

824,911

Perfect World Co. Ltd. sponsored ADR Class B

34,900

370,987

Royale Furniture Holdings Ltd.

6,740,958

565,367

Shenguan Holdings Group Ltd.

3,154,000

1,737,741

SINA Corp. (a)

5,000

273,150

Sino Prosper State Gold Resources Holdings, Ltd. (a)

7,495,000

333,646

Sitoy Group Holdings Ltd.

219,000

126,878

SouFun Holdings Ltd. ADR (d)

51,000

921,570

Trauson Holdings Co. Ltd.

1,237,000

646,428

VanceInfo Technologies, Inc. ADR (a)

38,100

290,322

VisionChina Media, Inc. ADR (a)(d)

172,100

37,862

VST Holdings Ltd.

1,858,000

326,047

WuXi PharmaTech Cayman, Inc. sponsored ADR (a)

42,300

600,237

Yip's Chemical Holdings Ltd.

592,000

399,502

TOTAL CAYMAN ISLANDS

24,982,254

Common Stocks - continued

Shares

Value

China - 0.1%

NQ Mobile, Inc. ADR (a)(d)

33,300

$ 231,768

Travelsky Technology Ltd. (H Shares)

877,000

452,642

TOTAL CHINA

684,410

Cyprus - 0.6%

Buried Hill Energy (Cyprus) PCL (a)(f)

1,947,000

4,380,750

France - 4.2%

Altamir Amboise

531,000

4,762,729

ALTEN

118,100

3,714,373

Audika SA

113,900

1,353,781

Axway Software SA

4,544

71,089

Eurofins Scientific SA

63,899

9,880,747

Ipsos SA

124,772

4,384,317

Sartorius Stedim Biotech

51,600

4,662,967

Sopra Group SA

39,300

1,854,678

TOTAL FRANCE

30,684,681

Germany - 7.6%

Bertrandt AG

64,300

5,379,755

Brenntag AG

40,600

5,117,128

CENTROTEC Sustainable AG

231,049

4,168,680

CTS Eventim AG

193,820

5,752,933

GFK AG

142,601

6,493,158

Lanxess AG

70,485

5,822,318

MTU Aero Engines Holdings AG

67,300

5,650,817

Rational AG

15,520

3,924,680

RIB Software AG

379,800

2,358,011

Stroer Out-of-Home Media AG (a)

14,753

130,030

United Internet AG

200,152

4,004,256

Wirecard AG

289,100

6,606,260

TOTAL GERMANY

55,408,026

Hong Kong - 0.8%

Dah Sing Financial Holdings Ltd.

164,261

631,606

Guotai Junan International Holdings Ltd.

1,331,000

395,004

Magnificent Estates Ltd.

29,588,000

1,431,668

Singamas Container Holdings Ltd.

3,164,000

800,181

Techtronic Industries Co. Ltd.

1,053,500

2,006,395

YGM Trading Ltd.

152,000

365,190

TOTAL HONG KONG

5,630,044

Common Stocks - continued

Shares

Value

Iceland - 0.5%

Ossur hf (a)

2,571,700

$ 3,395,957

India - 1.2%

Ahluwalia Contracts (India) Ltd.

230,314

172,077

Britannia Industries Ltd. (a)

31,695

284,904

Educomp Solutions Ltd.

44,518

121,999

Financial Technologies India Ltd.

23,352

431,972

Geodesic Ltd.

256,340

189,140

Manappuram General Finance & Leasing Ltd.

367,032

251,373

MT Educare Ltd.

146,984

285,472

Page Industries Ltd.

87,661

5,462,255

PI Industries Ltd.

37,878

351,993

Shriram City Union Finance Ltd. (a)

739

10,725

Thangamayil Jewellery Ltd.

253,192

1,178,316

WABCO India Ltd.

10,191

303,779

TOTAL INDIA

9,044,005

Indonesia - 1.0%

PT Clipan Finance Indonesia Tbk

13,895,400

578,671

PT Clipan Finance Indonesia Tbk warrants 10/7/14 (a)

2,275,700

12,320

PT Mayora Indah Tbk

352,000

866,712

PT Media Nusantara Citra Tbk

8,838,500

2,599,548

PT Mitra Adiperkasa Tbk

588,000

400,977

PT MNC Sky Vision Tbk

1,805,500

408,844

PT Nippon Indosari Corpindo Tbk

1,225,000

765,223

PT Pembangunan Perumahan Persero Tbk

4,982,500

399,428

PT Tiga Pilar Sejahtera Food Tbk

5,685,000

532,689

PT Tower Bersama Infrastructure Tbk (a)

1,383,000

719,934

TOTAL INDONESIA

7,284,346

Ireland - 2.6%

Glanbia PLC

281,700

2,672,718

Kenmare Resources PLC (a)

11,137,400

7,083,151

Paddy Power PLC (Ireland)

88,784

6,552,506

Petroceltic International PLC (a)

22,766,000

2,531,292

TOTAL IRELAND

18,839,667

Isle of Man - 2.4%

Exillon Energy PLC (a)

1,067,800

2,683,825

IBS Group Holding Ltd. GDR (Reg. S) (a)

336,400

7,586,833

Playtech Ltd.

1,083,636

7,407,568

TOTAL ISLE OF MAN

17,678,226

Common Stocks - continued

Shares

Value

Israel - 0.1%

Sarin Technologies Ltd.

957,750

$ 773,392

Italy - 1.1%

Brunello Cucinelli SpA (d)

172,000

3,043,101

Salvatore Ferragamo Italia SpA (d)

244,915

4,974,388

TOTAL ITALY

8,017,489

Japan - 26.4%

ACOM Co. Ltd. (a)

60,890

1,797,792

Aeon Credit Service Co. Ltd.

344,600

7,312,444

Aeon Mall Co. Ltd.

45,300

1,175,201

Ajinomoto Co., Inc.

125,000

1,908,744

ARNEST ONE Corp.

39,700

589,309

Asahi Holdings, Inc.

65,300

1,101,012

ASAHI INTECC Co. Ltd. (d)

109,500

3,249,474

Avex Group Holdings, Inc.

118,100

2,334,483

CAC Corp.

44,800

377,121

Chiyoda Co. Ltd.

66,700

1,908,340

Citizen Holdings Co. Ltd.

692,900

3,515,276

CyberAgent, Inc. (d)

3,280

6,557,535

DeNA Co. Ltd. (d)

107,500

3,354,409

Enigmo, Inc.

25,300

2,383,264

Fields Corp.

72,300

1,039,714

Fuji Corp.

35,700

522,777

Fuji Spinning Co. Ltd.

679,000

2,806,840

GMO Internet, Inc.

191,800

1,340,654

GOLDWIN, Inc. (d)

204,000

1,249,605

GREE, Inc. (d)

170,100

2,966,043

Hajime Construction Co. Ltd.

52,500

1,653,326

Hitachi Chemical Co. Ltd.

182,500

2,571,871

Hitachi Metals Ltd.

339,000

3,172,153

Hitachi Transport System Ltd.

97,000

1,454,453

Honda Motor Co. Ltd.

181,900

5,468,505

Hoshizaki Electric Co. Ltd.

128,800

3,505,980

Iida Home Max Co., Ltd.

125,000

1,102,342

ITC Networks Corp.

27,300

218,865

Iwatsuka Confectionary Co. Ltd.

11,600

434,183

JSP Corp.

59,400

767,892

K'S Denki Corp. (d)

52,300

1,400,039

Kakaku.com, Inc. (d)

338,200

11,586,834

Kao Corp.

35,000

982,964

KAWAI Musical Instruments Manufacturing Co. Ltd.

693,000

1,449,718

Kitz Corp.

44,900

189,544

Common Stocks - continued

Shares

Value

Japan - continued

Kobe Bussan Co. Ltd.

7,300

$ 191,942

Koshidaka Holdings Co. Ltd.

41,900

1,149,455

Kubota Corp.

761,000

7,778,730

Makita Corp.

92,500

3,655,737

Maruwa Ceramic Co. Ltd. (d)

9,900

291,432

Megachips Corp.

88,200

1,968,839

Mitsubishi Gas Chemical Co., Inc.

9,000

44,419

Mizuho Financial Group, Inc.

302,700

473,629

Nichias Corp. (d)

417,000

2,042,428

Nikkiso Co. Ltd.

525,000

6,254,228

Nintendo Co. Ltd.

127,900

16,470,142

Nippon Seiki Co. Ltd.

33,000

317,061

Nitta Corp.

153,100

2,355,090

Nitta Gelatin, Inc.

116,400

944,848

NSD Co. Ltd.

24,900

238,301

Olympus Corp. (a)(d)

204,500

3,571,001

Origin Electric Co. Ltd.

332,000

1,285,081

ORIX Corp.

130,390

13,393,436

Pacific Metals Co. Ltd.

166,000

563,522

Pal Co. Ltd.

35,250

1,799,371

Pigeon Corp.

284,300

13,105,649

Rohto Pharmaceutical Co. Ltd.

176,000

2,429,563

Round One Corp.

62,800

317,815

Ryohin Keikaku Co. Ltd.

5,800

384,342

Sawada Holdings Co. Ltd. (a)

271,700

1,494,129

Seven & i Holdings Co., Ltd.

6,800

209,716

Shimadzu Corp.

293,000

1,970,951

SHIMANO, Inc.

11,600

730,903

Shin-Etsu Chemical Co., Ltd.

3,300

186,020

Shinko Kogyo Co. Ltd.

239,200

1,246,489

Shinko Shoji Co. Ltd.

2,800

24,237

Sosei Group Corp. (a)

1,170

3,231,680

Stanley Electric Co. Ltd.

245,000

3,375,924

STELLA CHEMIFA Corp.

9,700

182,262

Sugi Holdings Co. Ltd.

600

21,684

Sumitomo Chemical Co. Ltd.

68,000

190,805

Sumitomo Metal Mining Co. Ltd.

88,000

1,158,562

Sysmex Corp.

500

23,519

Taiheiyo Cement Corp.

345,000

734,686

Takara Leben Co. Ltd.

445,200

4,768,207

Toho Real Estate Co. Ltd.

3,000

16,385

Tokyu Land Corp.

85,000

477,014

Common Stocks - continued

Shares

Value

Japan - continued

Topcon Corp. (d)

421,500

$ 1,995,829

Toyo Engineering Corp.

713,000

2,947,388

Toyo Kanetsu KK

398,000

772,767

Tsukui Corp.

26,500

615,777

Uchiyama Holdings Co. Ltd.

7,100

129,851

Unicharm Corp.

1,700

91,995

WebCrew, Inc.

90,300

565,577

West Holdings Corp. (d)

10,700

135,911

Yamato Kogyo Co. Ltd.

40,200

1,128,501

Yamaya Corp.

44,700

641,691

TOTAL JAPAN

193,543,227

Korea (South) - 0.5%

Daou Technology, Inc.

87,960

1,250,440

Genic Co. Ltd. (a)

9,627

523,590

Korea Plant Service & Engineering Co. Ltd.

12,424

683,689

SBS Contents Hub Co. Ltd.

35,022

525,176

Soulbrain Co. Ltd.

11,656

469,310

TOTAL KOREA (SOUTH)

3,452,205

Luxembourg - 1.1%

AZ Electronic Materials SA

1,467,500

8,395,191

Malaysia - 0.1%

JobStreet Corp. Bhd

1,223,100

915,518

Netherlands - 1.3%

Gemalto NV

81,831

7,384,263

Ichor Coal NV (a)

355,000

1,932,560

TOTAL NETHERLANDS

9,316,823

Norway - 2.2%

Aker Solutions ASA

357,100

7,015,102

Schibsted ASA (B Shares)

195,600

7,324,750

Sevan Drilling ASA (a)(d)

2,185,100

1,694,025

TOTAL NORWAY

16,033,877

Singapore - 2.9%

Amtek Engineering Ltd.

2,949,000

1,450,566

CSE Global Ltd.

1,069,000

758,063

First Resources Ltd.

71,000

119,323

Goodpack Ltd.

1,220,000

1,940,318

Mapletree Industrial (REIT)

1,424,000

1,634,366

OSIM International Ltd.

1,092,000

1,454,747

Common Stocks - continued

Shares

Value

Singapore - continued

Pertama Holdings Ltd. (e)

23,060,000

$ 9,679,226

Petra Foods Ltd.

370,000

794,720

Phorm Corp. Ltd. (a)

1,308,800

1,520,695

Raffles Medical Group Ltd.

368,205

739,549

Sino Grandness Food Industry Group Ltd. (a)

310,000

121,987

Venture Corp. Ltd.

212,000

1,329,562

TOTAL SINGAPORE

21,543,122

South Africa - 0.3%

Blue Label Telecoms Ltd.

3,094,900

2,405,774

Sweden - 0.9%

Avanza Bank Holding AB

162,600

3,192,970

Elekta AB (B Shares)

266,400

3,795,444

TOTAL SWEDEN

6,988,414

Switzerland - 1.3%

Sika AG (Bearer)

1,610

3,358,993

VZ Holding AG

51,930

6,189,445

TOTAL SWITZERLAND

9,548,438

Taiwan - 0.2%

Pacific Hospital Supply Co. Ltd.

114,400

333,291

Tong Hsing Electronics Industries Ltd.

158,721

551,530

Topoint Technology Co. Ltd.

571,927

322,088

TOTAL TAIWAN

1,206,909

Thailand - 0.6%

Toyo-Thai Corp. PCL

5,276,700

4,688,297

United Kingdom - 20.6%

Aberdeen Asset Management PLC

1,183,800

6,199,109

Amerisur Resources PLC (a)(d)

7,753,224

5,880,530

Ashmore Group PLC

897,400

5,267,028

ASOS PLC (a)(d)

188,176

6,847,736

Avanti Communications Group PLC (a)(d)

659,800

2,842,889

Aveva Group PLC

186,000

5,973,134

Bond International Software PLC

843,266

700,823

Brammer PLC

1,267,600

4,914,529

Central Asia Metals PLC (a)

1,336,700

2,113,958

Craneware PLC

791,600

5,528,141

Faroe Petroleum PLC (a)

480,947

1,179,715

Hunting PLC

194,900

2,354,181

IG Group Holdings PLC

719,702

5,057,980

Common Stocks - continued

Shares

Value

United Kingdom - continued

International Personal Finance PLC

1,298,800

$ 7,272,907

John Wood Group PLC

383,900

5,262,811

Johnson Matthey PLC

106,195

3,854,160

Keronite PLC (a)(f)

13,620,267

220

London Mining PLC (a)(d)

1,460,045

3,593,125

Moneysupermarket.com Group PLC

2,714,800

5,870,551

Monitise PLC (a)

11,841,415

7,070,361

Mothercare PLC

327,400

1,466,148

NCC Group Ltd.

218,315

3,170,753

Ocado Group PLC (a)(d)

1,088,800

1,133,298

Ophir Energy PLC (a)

616,500

5,516,592

Optos PLC (a)

478,181

1,572,267

Pureprofile Media PLC (a)(f)

1,108,572

626,135

Regenersis PLC

1,198,700

2,548,575

Rockhopper Exploration PLC (a)

1,054,900

2,681,193

Salamander Energy PLC (a)

632,400

1,964,531

SDL PLC

448,762

3,841,826

Serco Group PLC

339,746

3,105,922

Silverdell PLC (a)

12,644,400

2,678,143

Sinclair Pharma PLC (a)

4,146,298

1,898,596

Sphere Medical Holding PLC

817,054

955,928

Sportingbet PLC

5,292,800

4,569,572

Sthree PLC

1,031,809

4,999,408

Synergy Health PLC

284,953

4,271,941

Ted Baker PLC

462,675

7,078,164

TMO Renewables Ltd. (a)(f)

1,000,000

403,438

Travis Perkins PLC

313,000

5,455,121

Wolfson Microelectronics PLC (a)

939,800

3,154,533

Zenergy Power PLC (a)

32,776

44,430

TOTAL UNITED KINGDOM

150,920,402

United States of America - 0.2%

CTC Media, Inc.

4,300

36,077

GI Dynamics, Inc. CDI (a)

690,238

429,901

Mudalla Technology, Inc. (Reg. S) (a)

996,527

16

YOU On Demand Holdings, Inc. (a)

86,974

301,800

YOU On Demand Holdings, Inc. (f)

27,500

85,883

Common Stocks - continued

Shares

Value

United States of America - continued

YOU On Demand Holdings, Inc. warrants 8/30/17 (a)(f)

27,500

$ 2,693

Zhongpin, Inc. (a)

40,200

463,104

TOTAL UNITED STATES OF AMERICA

1,319,474

TOTAL COMMON STOCKS

(Cost $657,977,485)


705,263,638

Convertible Bonds - 0.2%

 

Principal Amount

 

Canada - 0.2%

Griffiths Energy International, Inc. 12% 9/1/17 (f)
(Cost $1,400,000)

$ 1,400,000


1,400,000

Money Market Funds - 9.5%

Shares

 

Fidelity Cash Central Fund, 0.19% (b)

27,463,856

27,463,856

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

42,020,618

42,020,618

TOTAL MONEY MARKET FUNDS

(Cost $69,484,474)


69,484,474

TOTAL INVESTMENT PORTFOLIO - 105.9%

(Cost $728,861,959)

776,148,112

NET OTHER ASSETS (LIABILITIES) - (5.9)%

(42,900,112)

NET ASSETS - 100%

$ 733,248,000

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) 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 $6,899,165 or 0.9% 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

Griffiths Energy International, Inc. 12% 9/1/17

9/12/12

$ 1,400,000

Kalahari Energy

9/1/06

$ 1,813,750

Keronite PLC

8/16/06

$ 1,548,992

Pureprofile Media PLC

5/3/05 - 1/11/06

$ 1,173,341

Rock Well Petroleum, Inc.

4/13/06

$ 1,004,171

TMO Renewables Ltd.

10/27/05

$ 535,065

YOU On Demand Holdings, Inc.

8/29/12

$ 110,000

YOU On Demand Holdings, Inc. warrants 8/30/17

9/14/12

$ 0

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

$ 27,191

Fidelity Securities Lending Cash Central Fund

1,033,335

Total

$ 1,060,526

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

Pertama Holdings Ltd.

$ 11,809,703

$ -

$ -

$ 146,001

$ 9,679,226

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 143,537,049

$ 128,300,726

$ 5,557,081

$ 9,679,242

Consumer Staples

28,905,986

28,905,986

-

-

Energy

53,015,099

48,634,326

-

4,380,773

Financials

87,769,138

87,295,509

473,629

-

Health Care

69,622,651

69,219,213

-

403,438

Industrials

98,004,520

97,822,641

-

181,879

Information Technology

142,870,718

142,142,056

-

728,662

Materials

74,909,127

74,575,481

-

333,646

Telecommunication Services

4,426,521

4,426,521

-

-

Utilities

2,202,829

2,202,829

-

-

Corporate Bonds

1,400,000

-

-

1,400,000

Money Market Funds

69,484,474

69,484,474

-

-

Total Investments in Securities:

$ 776,148,112

$ 753,009,762

$ 6,030,710

$ 17,107,640

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 131,002,515

Valuation Inputs at Reporting Date:

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:

Equities - Consumer Discretionary

Beginning Balance

$ 16

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

(2,130,470)

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

11,809,696

Transfers out of Level 3

-

Ending Balance

$ 9,679,242

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2012

$ (2,130,470)

Other Investments in Securities

Beginning Balance

$ 8,345,313

Total Realized Gain (Loss)

(6,001,770)

Total Unrealized Gain (Loss)

4,079,700

Cost of Purchases

1,400,000

Proceeds of Sales

(2,051,934)

Amortization/Accretion

-

Transfers in to Level 3

1,657,089

Transfers out of Level 3

-

Ending Balance

$ 7,428,398

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2012

$ (2,023,569)

The information used in the above reconciliations 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 into Level 3 were attributable to a lack of observable market data resulting from decreases in market activity, decreases in liquidity, security restructurings or corporate actions. Transfers out of Level 3 were attributable to observable market data becoming available for those securities. 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 reconciliations 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


Financial Statements

Statement of Assets and Liabilities

  

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $39,538,303) - See accompanying schedule:

Unaffiliated issuers (cost $652,965,199)

$ 696,984,412

 

Fidelity Central Funds (cost $69,484,474)

69,484,474

 

Other affiliated issuers (cost $6,412,286)

9,679,226

 

Total Investments (cost $728,861,959)

 

$ 776,148,112

Foreign currency held at value (cost $33,857)

33,838

Receivable for investments sold

2,827,704

Receivable for fund shares sold

709,719

Dividends receivable

1,714,617

Interest receivable

22,702

Distributions receivable from Fidelity Central Funds

108,952

Other receivables

50,490

Total assets

781,616,134

 

 

 

Liabilities

Payable to custodian bank

$ 400,266

Payable for investments purchased

3,347,180

Payable for fund shares redeemed

1,443,678

Accrued management fee

613,770

Distribution and service plan fees payable

13,250

Other affiliated payables

200,735

Other payables and accrued expenses

328,637

Collateral on securities loaned, at value

42,020,618

Total liabilities

48,368,134

 

 

 

Net Assets

$ 733,248,000

Net Assets consist of:

 

Paid in capital

$ 777,008,696

Undistributed net investment income

4,511,102

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(95,349,581)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

47,077,783

Net Assets

$ 733,248,000

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

  

October 31, 2012

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($14,124,535 ÷ 715,414 shares)

$ 19.74

 

 

 

Maximum offering price per share (100/94.25 of $19.74)

$ 20.94

Class T:
Net Asset Value
and redemption price per share ($9,262,276 ÷ 472,720 shares)

$ 19.59

 

 

 

Maximum offering price per share (100/96.50 of $19.59)

$ 20.30

Class B:
Net Asset Value
and offering price per share ($789,979 ÷ 41,097 shares)A

$ 19.22

 

 

 

Class C:
Net Asset Value
and offering price per share ($6,798,784 ÷ 354,409 shares)A

$ 19.18

 

 

 

International Small Cap:
Net Asset Value
, offering price and redemption price per share ($692,769,335 ÷ 34,653,723 shares)

$ 19.99

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($9,503,091 ÷ 475,117 shares)

$ 20.00

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, 2012

 

  

  

Investment Income

  

  

Dividends (including $146,001 earned from other affiliated issuers)

 

$ 14,934,160

Interest

 

35,091

Income from Fidelity Central Funds (including $1,033,335 from security lending)

 

1,060,526

Income before foreign taxes withheld

 

16,029,777

Less foreign taxes withheld

 

(830,680)

Total income

 

15,199,097

 

 

 

Expenses

Management fee
Basic fee

$ 6,793,958

Performance adjustment

794,505

Transfer agent fees

2,203,397

Distribution and service plan fees

185,199

Accounting and security lending fees

390,539

Custodian fees and expenses

266,235

Independent trustees' compensation

5,334

Registration fees

89,380

Audit

149,081

Legal

4,272

Miscellaneous

10,991

Total expenses before reductions

10,892,891

Expense reductions

(204,895)

10,687,996

Net investment income (loss)

4,511,101

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $2,323)

(4,623,160)

Foreign currency transactions

(136,906)

Futures contracts

617,111

Total net realized gain (loss)

 

(4,142,955)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $187,847)

42,478,383

Assets and liabilities in foreign currencies

(17,086)

Futures contracts

113,279

Total change in net unrealized appreciation (depreciation)

 

42,574,576

Net gain (loss)

38,431,621

Net increase (decrease) in net assets resulting from operations

$ 42,942,722

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

  

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 4,511,101

$ 8,017,121

Net realized gain (loss)

(4,142,955)

35,260,441

Change in net unrealized appreciation (depreciation)

42,574,576

(96,830,627)

Net increase (decrease) in net assets resulting
from operations

42,942,722

(53,553,065)

Distributions to shareholders from net investment income

(8,016,423)

(2,430,566)

Distributions to shareholders from net realized gain

(12,577,679)

(28,246,937)

Total distributions

(20,594,102)

(30,677,503)

Share transactions - net increase (decrease)

(204,187,386)

129,451,482

Redemption fees

102,611

283,575

Total increase (decrease) in net assets

(181,736,155)

45,504,489

 

 

 

Net Assets

Beginning of period

914,984,155

869,479,666

End of period (including undistributed net investment income of $4,511,102 and undistributed net investment income of $8,017,124, respectively)

$ 733,248,000

$ 914,984,155

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.97

$ 20.42

$ 17.28

$ 11.91

$ 31.14

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .06

  .10

  .03

  .06

  - H

Net realized and unrealized gain (loss)

  1.09

  (.88)

  3.51

  5.31

  (14.03)

Total from investment operations

  1.15

  (.78)

  3.54

  5.37

  (14.03)

Distributions from net investment income

  (.11)

  (.02)

  (.06)

  -

  (.03)

Distributions from net realized gain

  (.27)

  (.66)

  (.34)

  -

  (5.18)

Total distributions

  (.38)

  (.68)

  (.40)

  -

  (5.20) I

Redemption fees added to paid in capital C

  - H

  .01

  - H

  - H

  - H

Net asset value, end of period

$ 19.74

$ 18.97

$ 20.42

$ 17.28

$ 11.91

Total Return A,B

  6.28%

  (4.00)%

  20.85%

  45.09%

  (53.35)%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  1.63%

  1.56%

  1.71%

  1.75%

  1.82%

Expenses net of fee waivers, if any

  1.63%

  1.55%

  1.65%

  1.65%

  1.65%

Expenses net of all reductions

  1.60%

  1.54%

  1.63%

  1.62%

  1.60%

Net investment income (loss)

  .32%

  .49%

  .16%

  .41%

  -% F

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 14,125

$ 17,185

$ 19,720

$ 17,590

$ 13,561

Portfolio turnover rate E

  68%

  47%

  66%

  81%

  113%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.80

$ 20.23

$ 17.14

$ 11.84

$ 30.96

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .01

  .05

  (.02)

  .02

  (.05)

Net realized and unrealized gain (loss)

  1.08

  (.86)

  3.47

  5.28

  (13.95)

Total from investment operations

  1.09

  (.81)

  3.45

  5.30

  (14.00)

Distributions from net investment income

  (.03)

  -

  (.02)

  -

  -

Distributions from net realized gain

  (.27)

  (.63)

  (.34)

  -

  (5.12)

Total distributions

  (.30)

  (.63)

  (.36)

  -

  (5.12)

Redemption fees added to paid in capital C

  - G

  .01

  - G

  - G

  - G

Net asset value, end of period

$ 19.59

$ 18.80

$ 20.23

$ 17.14

$ 11.84

Total Return A,B

  5.97%

  (4.18)%

  20.46%

  44.76%

  (53.46)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  1.88%

  1.82%

  1.97%

  2.00%

  2.07%

Expenses net of fee waivers, if any

  1.88%

  1.81%

  1.90%

  1.90%

  1.90%

Expenses net of all reductions

  1.85%

  1.79%

  1.88%

  1.86%

  1.86%

Net investment income (loss)

  .07%

  .24%

  (.09)%

  .16%

  (.25)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,262

$ 13,744

$ 16,092

$ 15,760

$ 13,493

Portfolio turnover rate E

  68%

  47%

  66%

  81%

  113%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.38

$ 19.79

$ 16.78

$ 11.65

$ 30.49

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.08)

  (.05)

  (.10)

  (.04)

  (.16)

Net realized and unrealized gain (loss)

  1.07

  (.85)

  3.39

  5.17

  (13.73)

Total from investment operations

  .99

  (.90)

  3.29

  5.13

  (13.89)

Distributions from net realized gain

  (.15)

  (.52)

  (.28)

  -

  (4.95)

Redemption fees added to paid in capital C

  - G

  .01

  - G

  - G

  - G

Net asset value, end of period

$ 19.22

$ 18.38

$ 19.79

$ 16.78

$ 11.65

Total Return A,B

  5.45%

  (4.68)%

  19.90%

  44.03%

  (53.68)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.38%

  2.32%

  2.47%

  2.49%

  2.58%

Expenses net of fee waivers, if any

  2.38%

  2.30%

  2.40%

  2.40%

  2.40%

Expenses net of all reductions

  2.35%

  2.29%

  2.38%

  2.36%

  2.36%

Net investment income (loss)

  (.43)%

  (.26)%

  (.59)%

  (.33)%

  (.75)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 790

$ 2,067

$ 3,457

$ 3,601

$ 3,230

Portfolio turnover rate E

  68%

  47%

  66%

  81%

  113%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.38

$ 19.85

$ 16.85

$ 11.70

$ 30.62

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.08)

  (.04)

  (.10)

  (.04)

  (.16)

Net realized and unrealized gain (loss)

  1.07

  (.85)

  3.40

  5.19

  (13.78)

Total from investment operations

  .99

  (.89)

  3.30

  5.15

  (13.94)

Distributions from net realized gain

  (.19)

  (.59)

  (.30)

  -

  (4.98)

Redemption fees added to paid in capital C

  - G

  .01

  - G

  - G

  - G

Net asset value, end of period

$ 19.18

$ 18.38

$ 19.85

$ 16.85

$ 11.70

Total Return A,B

  5.46%

  (4.64)%

  19.86%

  44.02%

  (53.67)%

Ratios to Average Net Assets D,F

 

 

 

 

 

Expenses before reductions

  2.38%

  2.27%

  2.42%

  2.49%

  2.57%

Expenses net of fee waivers, if any

  2.38%

  2.26%

  2.40%

  2.40%

  2.40%

Expenses net of all reductions

  2.35%

  2.24%

  2.37%

  2.36%

  2.36%

Net investment income (loss)

  (.43)%

  (.21)%

  (.59)%

  (.33)%

  (.76)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,799

$ 9,545

$ 13,501

$ 5,814

$ 5,658

Portfolio turnover rate E

  68%

  47%

  66%

  81%

  113%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.23

$ 20.66

$ 17.48

$ 12.03

$ 31.44

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .17

  .07

  .08

  .03

Net realized and unrealized gain (loss)

  1.10

  (.89)

  3.53

  5.37

  (14.14)

Total from investment operations

  1.21

  (.72)

  3.60

  5.45

  (14.11)

Distributions from net investment income

  (.18)

  (.06)

  (.08)

  -

  (.12)

Distributions from net realized gain

  (.27)

  (.66)

  (.34)

  -

  (5.18)

Total distributions

  (.45)

  (.72)

  (.42)

  -

  (5.30)

Redemption fees added to paid in capital B

  - F

  .01

  - F

  - F

  - F

Net asset value, end of period

$ 19.99

$ 19.23

$ 20.66

$ 17.48

$ 12.03

Total Return A

  6.55%

  (3.65)%

  21.02%

  45.30%

  (53.25)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.35%

  1.26%

  1.44%

  1.48%

  1.49%

Expenses net of fee waivers, if any

  1.35%

  1.25%

  1.44%

  1.48%

  1.49%

Expenses net of all reductions

  1.33%

  1.23%

  1.42%

  1.44%

  1.44%

Net investment income (loss)

  .59%

  .80%

  .37%

  .58%

  .16%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 692,769

$ 856,692

$ 808,478

$ 669,035

$ 536,291

Portfolio turnover rate D

  68%

  47%

  66%

  81%

  113%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.24

$ 20.66

$ 17.47

$ 12.01

$ 31.38

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .13

  .18

  .09

  .09

  .05

Net realized and unrealized gain (loss)

  1.10

  (.89)

  3.53

  5.37

  (14.12)

Total from investment operations

  1.23

  (.71)

  3.62

  5.46

  (14.07)

Distributions from net investment income

  (.20)

  (.06)

  (.09)

  -

  (.12)

Distributions from net realized gain

  (.27)

  (.66)

  (.34)

  -

  (5.18)

Total distributions

  (.47)

  (.72)

  (.43)

  -

  (5.30)

Redemption fees added to paid in capital B

  - F

  .01

  - F

  - F

  - F

Net asset value, end of period

$ 20.00

$ 19.24

$ 20.66

$ 17.47

$ 12.01

Total Return A

  6.65%

  (3.62)%

  21.15%

  45.46%

  (53.22)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.25%

  1.22%

  1.34%

  1.45%

  1.49%

Expenses net of fee waivers, if any

  1.25%

  1.21%

  1.34%

  1.40%

  1.40%

Expenses net of all reductions

  1.22%

  1.19%

  1.31%

  1.37%

  1.35%

Net investment income (loss)

  .70%

  .84%

  .47%

  .66%

  .25%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,503

$ 15,752

$ 8,231

$ 2,696

$ 2,217

Portfolio turnover rate D

  68%

  47%

  66%

  81%

  113%

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, 2012

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. 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, 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type

Fair Value at 10/31/12

Valuation Technique (s)

Unobservable Input

Range

Weighted Average

Common Stocks

$ 15,707,639

Expected distribution

Recovery rate

0%

0%

 

 

Market comparable

Discount for lack of marketability

10% - 50%

35.57%

 

 

 

EV/NOPAT multiple

12.3

12.3

 

 

 

Transaction price

$ .045 - $2.6

$ 1.06

Corporate Bonds

$ 1,400,000

Market comparable

Transaction price

$ 100

$ 100

For the unobservable inputs listed in the table above, a significant increase in discount for lack of marketability could result in a significant decrease to the fair value measurement. A significant increase in recovery rates, EV/NOPAT multiples or transaction price could result in a significant increase to the fair value measurement.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income 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 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

127,681,860

Gross unrealized depreciation

(104,609,169)

Net unrealized appreciation (depreciation) on securities and other investments

$ 23,072,691

 

 

Tax Cost

$ 753,075,421

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

$ 16,278,609

Capital loss carryforward

$ (82,903,626)

Net unrealized appreciation (depreciation)

$ 23,049,729

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration

 

 

 

2017

$ (65,361,612)

No expiration

 

Short-term

(13,191,063)

Long-term

(4,350,951)

Total no expiration

(17,542,014)

Total capital loss carryforward

$ (82,903,626)

 

 

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 20,594,102

$ 30,677,503

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.

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified instrument based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade.

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable is included in daily variation margin on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are shown in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument at period end and is representative of activity for the period.

During the period the Fund recognized net realized gain (loss) of $617,111 and a change in net unrealized appreciation (depreciation) of $113,279 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $526,733,625 and $758,337,261, 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 .60% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. 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 as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .96% 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%

$ 37,801

$ 382

Class T

.25%

.25%

53,002

142

Class B

.75%

.25%

12,735

9,557

Class C

.75%

.25%

81,661

5,650

 

 

 

$ 185,199

$ 15,731

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 4,719

Class T

1,996

Class B*

272

Class C*

1,068

 

$ 8,055

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 45,432

.30

Class T

32,311

.31

Class B

3,797

.30

Class C

24,474

.30

International Small Cap

2,079,534

.28

Institutional Class

17,849

.17

 

$ 2,203,397

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $572 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,240 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds and includes $32,573 from securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $204,895 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 98,060

$ 15,709

Class T

18,440

-

International Small Cap

7,747,338

2,403,692

Institutional Class

152,585

11,165

Total

$ 8,016,423

$ 2,430,566

Annual Report

10. Distributions to Shareholders - continued

Years ended October 31,

2012

2011

From net realized gain

 

 

Class A

$ 246,964

$ 648,961

Class T

172,958

496,268

Class B

15,448

87,007

Class C

91,928

402,241

International Small Cap

11,838,630

26,480,677

Institutional Class

211,751

131,783

Total

$ 12,577,679

$ 28,246,937

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

190,464

472,219

$ 3,581,689

$ 10,051,889

Reinvestment of distributions

18,159

30,361

323,949

616,326

Shares redeemed

(398,912)

(562,759)

(7,484,565)

(11,902,630)

Net increase (decrease)

(190,289)

(60,179)

$ (3,578,927)

$ (1,234,415)

Class T

 

 

 

 

Shares sold

67,193

237,757

$ 1,245,760

$ 5,055,416

Reinvestment of distributions

10,478

24,155

185,991

486,714

Shares redeemed

(336,074)

(326,059)

(6,220,818)

(6,629,520)

Net increase (decrease)

(258,403)

(64,147)

$ (4,789,067)

$ (1,087,390)

Class B

 

 

 

 

Shares sold

1,171

21,873

$ 21,568

$ 464,854

Reinvestment of distributions

825

4,142

14,430

81,975

Shares redeemed

(73,396)

(88,228)

(1,354,968)

(1,778,852)

Net increase (decrease)

(71,400)

(62,213)

$ (1,318,970)

$ (1,232,023)

Class C

 

 

 

 

Shares sold

95,047

128,685

$ 1,772,779

$ 2,661,361

Reinvestment of distributions

4,830

19,105

84,289

378,079

Shares redeemed

(264,717)

(308,659)

(4,745,500)

(6,253,765)

Net increase (decrease)

(164,840)

(160,869)

$ (2,888,432)

$ (3,214,325)

International Small Cap

 

 

 

 

Shares sold

4,700,621

17,502,789

$ 88,441,440

$ 375,309,666

Reinvestment of distributions

1,033,828

1,321,812

18,629,579

27,110,370

Shares redeemed

(15,631,544)

(13,398,001)

(292,428,231)

(275,580,654)

Net increase (decrease)

(9,897,095)

5,426,600

$ (185,357,212)

$ 126,839,382

Annual Report

Notes to Financial Statements - continued

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Institutional Class

 

 

 

 

Shares sold

199,584

798,910

$ 3,790,776

$ 17,190,303

Reinvestment of distributions

15,793

5,609

284,438

115,044

Shares redeemed

(559,093)

(384,085)

(10,329,992)

(7,925,094)

Net increase (decrease)

(343,716)

420,434

$ (6,254,778)

$ 9,380,253

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 14% 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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity International Small Cap Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the 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 18, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions

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

12/10/12

12/07/12

$0.136

$0.327

International Small Cap Fund designates 1% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

International Small Cap Fund designates 67% 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

International Small Cap Fund

12/05/2011

$0.246

$0.0215

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

Annual Report

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, 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 (top of box) and the 75th percentile return (bottom 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 International Small Cap Fund

isc1233964

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 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 noted that there was a portfolio management change for the fund in November 2011. 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 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Small Cap Fund

isc1233966

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 2011. 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 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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
Smithfield, RI

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 graphic)
1-800-544-5555

(automated graphic)
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

ISC-UANN-1212
1.793584.109

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Total International Equity

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2012

(Fidelity Cover Art)

Class A, Class T,
Class B, and Class C are
classes of Fidelity® Total
International Equity Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 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. © 2012 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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, 2012

Past 1
year

Life of
fund
A

  Class A (incl. 5.75% sales charge)

4.51%

-6.03%

  Class T (incl. 3.50% sales charge)

6.65%

-5.82%

  Class B (incl. contingent deferred sales charge) B

5.05%

-5.98%

  Class C (incl. contingent deferred sales charge) C

8.98%

-5.64%

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 2%, 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.

ati915835

Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a modest advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind, foreign developed- and emerging-markets stocks still managed a gain for the 12 months, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gains, advancing roughly 11%. A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which also helped the region outpace the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of the MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

Comments from Alex Zavratsky, 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 gained 10.88%, 10.52%, 10.05% and 9.98%, respectively (excluding sales charges), significantly outpacing the MSCI index. The fund benefited from good security selection in emerging markets - especially Brazil, South Korea and Chile - and Japan. Good positioning in Europe overcame negative stock selection specifically in Germany. An out-of-benchmark allocation to U.S. stocks also added, notably credit card network Visa. Conversely, stock picking in Canada modestly hurt. In sector terms, security selection helped in industrials, as did positioning in materials and health care. The top individual contributor was Belgian brewer Anheuser-Busch InBev, while, in health care, Denmark's Novo Nordisk and Australian biotechnology company CSL added value. Not owning Telefonica, a poor-performing Spanish telecom provider and benchmark component, also helped. In contrast, untimely ownership of South Korean electronics maker Samsung Electronics hurt, as did not owning Diageo, a strong-performing U.K.-based spirits company and benchmark component. An overweighting in Repsol, a Spain-based integrated oil and gas company, also detracted. Samsung was not held 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012 to
October 31, 2012

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,045.80

$ 7.46

HypotheticalA

 

$ 1,000.00

$ 1,017.85

$ 7.35

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,043.90

$ 8.73

HypotheticalA

 

$ 1,000.00

$ 1,016.59

$ 8.62

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,042.70

$ 11.30

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,041.30

$ 11.29

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

Total International Equity

1.14%

 

 

 

Actual

 

$ 1,000.00

$ 1,047.20

$ 5.87

HypotheticalA

 

$ 1,000.00

$ 1,019.41

$ 5.79

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,047.30

$ 6.18

HypotheticalA

 

$ 1,000.00

$ 1,019.10

$ 6.09

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

ati915837

United Kingdom 16.8%

 

ati915839

Japan 10.8%

 

ati915841

United States of America 7.2%

 

ati915843

Switzerland 6.9%

 

ati915845

Germany 5.1%

 

ati915847

France 5.0%

 

ati915849

Australia 4.8%

 

ati915851

Taiwan 3.7%

 

ati915853

Korea (South) 2.9%

 

jmcw

Other 36.8%

 

ati915857

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

ati915837

United Kingdom 18.1%

 

ati915839

Japan 13.5%

 

ati915841

Switzerland 7.0%

 

ati915843

United States of America 6.4%

 

ati915845

Germany 5.7%

 

ati915847

Australia 4.4%

 

ati915849

France 4.3%

 

ati915851

Taiwan 3.0%

 

ati915853

India 2.6%

 

jmcw

Other 35.0%

 

ati915869

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

98.4

98.8

Short-Term Investments and Net Other Assets (Liabilities)

1.6

1.2

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

2.3

2.4

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

1.8

2.2

Royal Dutch Shell PLC Class A sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

1.8

2.2

Sanofi SA (France, Pharmaceuticals)

1.4

1.4

BHP Billiton PLC (United Kingdom, Metals & Mining)

1.3

1.0

GlaxoSmithKline PLC sponsored ADR (United Kingdom, Pharmaceuticals)

1.2

1.6

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

1.2

1.4

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.2

1.0

HSBC Holdings PLC sponsored ADR (United Kingdom, Commercial Banks)

1.0

0.9

Commonwealth Bank of Australia (Australia, Commercial Banks)

1.0

1.0

 

14.2

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.4

19.8

Consumer Staples

14.4

14.7

Industrials

12.2

11.7

Consumer Discretionary

10.2

11.6

Health Care

9.8

10.6

Materials

8.7

7.4

Energy

7.4

7.6

Information Technology

6.3

6.0

Telecommunication Services

4.1

5.4

Utilities

3.9

4.0

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 97.9%

Shares

Value

Australia - 4.8%

Australia & New Zealand Banking Group Ltd.

91,182

$ 2,408,879

Coca-Cola Amatil Ltd.

58,234

813,050

Commonwealth Bank of Australia

47,936

2,873,638

CSL Ltd.

35,275

1,739,318

Newcrest Mining Ltd.

19,905

546,107

Origin Energy Ltd.

38,131

449,650

Ramsay Health Care Ltd.

2,082

51,351

Sydney Airport unit

284,317

1,000,509

Telstra Corp. Ltd.

234,394

1,007,315

Transurban Group unit

73,700

465,146

Westfield Group unit

112,623

1,246,243

Woodside Petroleum Ltd.

18,232

651,045

Woolworths Ltd.

14,358

438,336

WorleyParsons Ltd.

22,067

565,107

TOTAL AUSTRALIA

14,255,694

Austria - 0.4%

Andritz AG

18,358

1,105,741

Zumtobel AG

5,000

53,421

TOTAL AUSTRIA

1,159,162

Bailiwick of Jersey - 0.8%

Atrium European Real Estate Ltd.

134,051

757,725

Informa PLC

52,073

336,299

Randgold Resources Ltd. sponsored ADR

6,760

808,428

Wolseley PLC

13,367

584,358

TOTAL BAILIWICK OF JERSEY

2,486,810

Belgium - 1.6%

Anheuser-Busch InBev SA NV

40,471

3,384,637

Gimv NV

1,703

82,312

KBC Groupe SA

9,918

232,808

Umicore SA

19,051

977,718

TOTAL BELGIUM

4,677,475

Bermuda - 2.0%

Cheung Kong Infrastructure Holdings Ltd.

70,000

410,062

First Pacific Co. Ltd.

764,000

850,745

GP Investments Ltd. (depositary receipt) (a)

12,300

28,403

Lazard Ltd. Class A

8,770

258,364

Li & Fung Ltd.

234,000

392,514

Pacific Basin Shipping Ltd.

1,704,000

912,459

Texwinca Holdings Ltd.

860,000

684,667

Common Stocks - continued

Shares

Value

Bermuda - continued

Trinity Ltd.

964,000

$ 675,418

Vtech Holdings Ltd.

65,900

782,717

Yue Yuen Industrial (Holdings) Ltd.

222,000

766,253

TOTAL BERMUDA

5,761,602

Brazil - 2.4%

Arezzo Industria e Comercio SA

15,600

278,427

Banco Bradesco SA

123,000

1,618,764

Banco Pine SA

7,106

49,681

Duratex SA

98,200

683,177

Iguatemi Empresa de Shopping Centers SA

20,600

261,677

LPS Brasil Consultoria de Imoveis SA

30,100

517,215

Multiplan Empreendimentos Imobiliarios SA

16,100

471,653

Oi SA

123,916

585,704

Porto Seguro SA

73,000

776,347

Tractebel Energia SA

51,300

884,026

Weg SA

63,000

723,660

TOTAL BRAZIL

6,850,331

British Virgin Islands - 0.0%

Gem Diamonds Ltd. (a)

10,228

27,853

Canada - 0.9%

Agnico-Eagle Mines Ltd. (Canada)

6,440

363,606

Baytex Energy Corp.

700

31,855

Copper Mountain Mining Corp. (a)

6,600

26,697

Eldorado Gold Corp.

3,800

56,158

Fairfax Financial Holdings Ltd. (sub. vtg.)

705

261,536

First Quantum Minerals Ltd.

10,585

237,931

Goldcorp, Inc.

12,994

587,413

Open Text Corp. (a)

5,150

276,798

Painted Pony Petroleum Ltd. Class A (a)

3,200

34,603

Pason Systems, Inc.

3,700

60,274

Petrominerales Ltd.

3,125

25,063

Suncor Energy, Inc.

17,300

580,622

TAG Oil Ltd. (a)

4,700

32,941

TOTAL CANADA

2,575,497

Cayman Islands - 1.8%

ASM Pacific Technology Ltd.

53,400

595,320

Baidu.com, Inc. sponsored ADR (a)

3,500

373,170

ENN Energy Holdings Ltd.

122,000

507,674

Common Stocks - continued

Shares

Value

Cayman Islands - continued

Haitian International Holdings Ltd.

512,000

$ 632,233

Kingboard Chemical Holdings Ltd.

213,000

633,499

Lee & Man Paper Manufacturing Ltd.

1,489,000

781,960

Sands China Ltd.

290,600

1,093,024

Vantage Drilling Co. (a)

15,200

27,968

Yingde Gases Group Co. Ltd.

750,500

711,760

TOTAL CAYMAN ISLANDS

5,356,608

Chile - 2.1%

Cencosud SA

120,432

657,289

Compania Cervecerias Unidas SA sponsored ADR

11,400

808,602

Embotelladora Andina SA sponsored ADR

18,600

704,568

Inversiones Aguas Metropolitanas SA

437,696

814,170

Isapre CruzBlanca SA

637,596

834,580

Parque Arauco SA

402,367

919,051

Quinenco SA

315,548

898,474

Sociedad Matriz SAAM SA

4,670,971

546,071

TOTAL CHILE

6,182,805

China - 1.1%

China BlueChemical Ltd. (H Shares)

1,336,000

846,415

China Oilfield Services Ltd. (H Shares)

430,000

815,608

China Shipping Development Co. Ltd. (H Shares)

1,472,000

773,032

Dongfeng Motor Group Co. Ltd. (H Shares)

544,000

673,854

TOTAL CHINA

3,108,909

Colombia - 0.3%

BanColombia SA sponsored ADR

11,500

736,230

Curacao - 0.2%

Schlumberger Ltd.

8,600

597,958

Denmark - 0.9%

Novo Nordisk A/S Series B sponsored ADR

15,200

2,436,408

William Demant Holding A/S (a)

4,110

353,488

TOTAL DENMARK

2,789,896

Finland - 0.8%

Nokian Tyres PLC

29,202

1,211,206

Outotec Oyj

6,412

312,241

Sampo OYJ (A Shares)

27,199

852,441

TOTAL FINLAND

2,375,888

Common Stocks - continued

Shares

Value

France - 5.0%

Alstom SA

22,162

$ 756,911

Arkema SA

7,560

689,254

Atos Origin SA

10,510

705,784

BNP Paribas SA

42,351

2,130,407

Compagnie de St. Gobain

16,600

585,022

Danone SA

20,380

1,252,757

GDF Suez

39,743

912,036

Laurent-Perrier Group

859

73,261

Pernod Ricard SA

5,500

591,906

PPR SA

3,083

542,062

Remy Cointreau SA

5,281

547,734

Safran SA

15,114

601,315

Saft Groupe SA

2,629

58,457

Sanofi SA

46,258

4,062,723

Schneider Electric SA

6,245

390,436

Unibail-Rodamco

2,908

655,276

Vetoquinol SA

1,200

40,129

Virbac SA

520

90,653

TOTAL FRANCE

14,686,123

Germany - 4.6%

Allianz AG

15,953

1,978,008

alstria office REIT-AG

5,100

61,595

BASF AG

8,181

677,901

Bayer AG

24,293

2,115,637

Bilfinger Berger AG

1,167

114,187

CompuGROUP Holding AG

3,446

62,531

CTS Eventim AG

4,250

126,148

Daimler AG (Germany)

22,353

1,043,747

Deutsche Post AG

40,282

798,575

Fielmann AG

1,079

105,031

Fresenius SE & Co. KGaA

5,800

661,555

HeidelbergCement Finance AG

10,700

567,095

Linde AG

13,449

2,261,792

RWE AG

23,200

1,060,142

Siemens AG

13,786

1,389,063

Siemens AG sponsored ADR

5,669

572,059

Software AG (Bearer)

1,959

78,485

TOTAL GERMANY

13,673,551

Hong Kong - 2.5%

Cathay Pacific Airways Ltd.

393,000

711,959

Common Stocks - continued

Shares

Value

Hong Kong - continued

Cheung Kong Holdings Ltd.

78,000

$ 1,152,380

China Insurance International Holdings Co. Ltd. (a)

608,800

1,043,201

China Merchant Holdings International Co. Ltd.

234,000

775,969

China Resources Enterprise Ltd.

284,000

923,452

China Resources Power Holdings Co. Ltd.

250,000

535,480

Dah Chong Hong Holdings Ltd.

687,000

647,992

Hopewell Holdings Ltd.

163,500

589,651

Hysan Development Co. Ltd.

28,000

123,741

Television Broadcasts Ltd.

129,000

961,252

TOTAL HONG KONG

7,465,077

Hungary - 0.2%

Richter Gedeon PLC

3,700

690,100

India - 2.4%

Bharti Airtel Ltd.

173,106

867,541

Cipla Ltd.

79,925

539,666

Container Corp. of India Ltd.

33,774

630,253

Housing Development Finance Corp. Ltd. (a)

94,893

1,344,516

Jyothy Laboratories Ltd.

24,138

79,563

Max India Ltd. (a)

171,991

773,888

Piramal Enterprises Ltd.

58,571

540,588

Punjab National Bank

51,513

730,982

Satyam Computer Services Ltd. (a)

418,989

850,360

Tata Power Co. Ltd.

427,422

842,451

TOTAL INDIA

7,199,808

Indonesia - 0.2%

PT Kalbe Farma Tbk

6,357,000

641,985

Ireland - 0.6%

CRH PLC sponsored ADR

31,200

581,880

Elan Corp. PLC sponsored ADR (a)

28,485

307,638

FBD Holdings PLC

2,500

31,270

James Hardie Industries NV:

CDI

1,000

9,581

sponsored ADR

16,845

810,076

TOTAL IRELAND

1,740,445

Israel - 0.1%

Azrieli Group

11,296

252,176

Common Stocks - continued

Shares

Value

Israel - continued

Ituran Location & Control Ltd.

4,361

$ 53,902

Strauss Group Ltd.

659

7,446

TOTAL ISRAEL

313,524

Italy - 1.6%

Azimut Holding SpA

7,614

96,419

ENI SpA

123,700

2,846,452

Fiat Industrial SpA

81,628

883,977

Interpump Group SpA

51,091

388,059

Saipem SpA

13,530

607,829

TOTAL ITALY

4,822,736

Japan - 10.8%

Aeon Credit Service Co. Ltd.

33,700

715,117

Air Water, Inc.

49,000

613,804

Aozora Bank Ltd.

158,000

445,321

Asahi Co. Ltd.

3,000

45,171

Astellas Pharma, Inc.

27,400

1,360,904

Autobacs Seven Co. Ltd.

11,900

488,194

Azbil Corp.

2,100

42,958

Chubu Electric Power Co., Inc.

36,200

373,201

Cosmos Pharmaceutical Corp.

400

39,434

Credit Saison Co. Ltd.

24,500

537,999

Daikoku Denki Co. Ltd.

1,000

25,304

Daikokutenbussan Co. Ltd.

3,800

120,812

Denso Corp.

64,500

2,019,109

Fanuc Corp.

7,700

1,225,943

Fast Retailing Co. Ltd.

3,400

757,259

FCC Co. Ltd.

5,500

98,866

Fields Corp.

2,000

28,761

GCA Savvian Group Corp.

44

52,251

Glory Ltd.

2,900

70,402

Goldcrest Co. Ltd.

3,280

49,346

Hitachi Ltd.

161,000

853,100

Honda Motor Co. Ltd.

50,100

1,506,169

INPEX Corp.

67

381,874

Itochu Corp.

60,800

608,533

Iwatsuka Confectionary Co. Ltd.

1,000

37,430

Japan Retail Fund Investment Corp.

257

468,414

Japan Tobacco, Inc.

53,900

1,489,458

JS Group Corp.

13,600

300,689

JSR Corp.

28,500

488,388

Common Stocks - continued

Shares

Value

Japan - continued

Kamigumi Co. Ltd.

7,000

$ 56,470

Keyence Corp.

4,321

1,146,421

Kobayashi Pharmaceutical Co. Ltd.

10,700

564,957

Kyoto Kimono Yuzen Co. Ltd.

3,800

45,935

Meiko Network Japan Co. Ltd.

3,700

37,542

Miraial Co. Ltd.

300

5,712

Mitsubishi Corp.

43,100

769,354

Mitsubishi Estate Co. Ltd.

47,000

929,638

Mitsui Fudosan Co. Ltd.

27,000

545,547

Nabtesco Corp.

3,600

67,012

Nagaileben Co. Ltd.

3,700

54,320

Nihon M&A Center, Inc.

4,000

120,005

Nihon Parkerizing Co. Ltd.

5,000

75,473

Nintendo Co. Ltd.

3,600

463,585

Nippon Seiki Co. Ltd.

6,000

57,648

Nippon Telegraph & Telephone Corp.

12,000

548,738

Nippon Thompson Co. Ltd.

14,000

48,403

NS Tool Co., Ltd.

1,600

27,258

Obic Co. Ltd.

310

63,802

ORIX Corp.

6,400

657,397

Osaka Securities Exchange Co. Ltd.

14

52,173

OSG Corp.

5,200

68,070

Santen Pharmaceutical Co. Ltd.

13,300

582,281

Seven & i Holdings Co., Ltd.

50,600

1,560,531

Seven Bank Ltd.

232,500

664,036

SHO-BOND Holdings Co. Ltd.

12,400

374,811

Shoei Co. Ltd.

3,900

21,251

SMC Corp.

2,200

346,687

Softbank Corp.

19,900

629,930

Sumitomo Mitsui Financial Group, Inc.

64,700

1,977,038

Sumitomo Realty & Development Co. Ltd.

20,000

552,173

The Nippon Synthetic Chemical Industry Co. Ltd.

10,000

65,640

Tocalo Co. Ltd.

2,000

29,037

Toyo Suisan Kaisha Ltd.

16,000

398,647

Tsutsumi Jewelry Co. Ltd.

1,200

27,523

Unicharm Corp.

10,100

546,561

USS Co. Ltd.

15,840

1,664,758

Yamato Kogyo Co. Ltd.

23,200

651,274

TOTAL JAPAN

31,741,849

Korea (South) - 2.9%

AMOREPACIFIC Corp.

595

676,682

Common Stocks - continued

Shares

Value

Korea (South) - continued

BS Financial Group, Inc.

91,770

$ 1,039,474

E-Mart Co. Ltd.

3,360

728,814

Kiwoom Securities Co. Ltd.

11,170

565,507

LG Corp.

21,485

1,312,368

LG Household & Health Care Ltd.

1,406

826,589

NICE Holdings Co. Ltd.

600

31,862

NICE Information Service Co. Ltd.

7,500

33,018

S1 Corp.

10,741

648,211

Samsung Fire & Marine Insurance Co. Ltd.

4,109

898,816

Shinsegae Co. Ltd.

4,287

766,715

Woongjin Coway Co. Ltd.

1,880

68,453

Yuhan Corp.

4,588

793,197

TOTAL KOREA (SOUTH)

8,389,706

Malaysia - 0.5%

Axiata Group Bhd

381,100

817,000

Top Glove Corp. Bhd

393,700

691,495

TOTAL MALAYSIA

1,508,495

Mexico - 0.5%

Bolsa Mexicana de Valores SA de CV

406,600

900,209

Urbi, Desarrollos Urbanos, SA de CV (a)

892,000

556,563

TOTAL MEXICO

1,456,772

Netherlands - 1.9%

Aalberts Industries NV

6,400

116,135

ASM International NV unit

2,250

71,370

ASML Holding NV

28,800

1,583,136

D.E. Master Blenders 1753 NV (a)

29,200

356,865

Heijmans NV unit

3,381

28,629

ING Groep NV (Certificaten Van Aandelen) (a)

152,478

1,356,770

Koninklijke Philips Electronics NV

36,839

922,672

QIAGEN NV (a)

3,000

52,350

Unilever NV (Certificaten Van Aandelen) (Bearer)

27,200

999,726

TOTAL NETHERLANDS

5,487,653

Norway - 0.5%

Orkla ASA (A Shares)

53,082

419,904

Telenor ASA

45,711

898,778

TOTAL NORWAY

1,318,682

Papua New Guinea - 0.3%

Oil Search Ltd. ADR

107,827

832,758

Common Stocks - continued

Shares

Value

Philippines - 0.6%

BDO Unibank, Inc.

666,132

$ 1,037,286

Jollibee Food Corp.

26,900

69,181

Manila Water Co., Inc.

1,106,700

780,883

TOTAL PHILIPPINES

1,887,350

Poland - 0.2%

Warsaw Stock Exchange

54,438

639,414

Portugal - 0.4%

Jeronimo Martins SGPS SA

64,569

1,129,830

Singapore - 1.9%

Ascendas India Trust

931,000

580,062

Ascendas Real Estate Investment Trust

310,000

599,770

Bumitama Agri Ltd.

859,000

707,735

ComfortDelgro Corp. Ltd.

266,000

368,536

Ezra Holdings Ltd.

687,000

627,976

Global Logistic Properties Ltd.

372,000

783,768

Singapore Telecommunications Ltd.

267,000

704,820

United Overseas Bank Ltd.

77,746

1,164,469

TOTAL SINGAPORE

5,537,136

South Africa - 2.8%

African Rainbow Minerals Ltd.

2,600

54,425

AngloGold Ashanti Ltd.

27,700

935,854

Bidvest Group Ltd.

29,400

701,716

City Lodge Hotels Ltd.

2,500

26,526

Clicks Group Ltd.

69,625

480,031

Impala Platinum Holdings Ltd.

46,100

829,419

Mr Price Group Ltd.

3,100

47,891

MTN Group Ltd.

60,100

1,083,660

Nampak Ltd.

176,100

586,956

Reunert Ltd.

63,000

554,969

Sasol Ltd.

25,800

1,099,082

Standard Bank Group Ltd.

82,600

1,020,372

Tiger Brands Ltd.

28,600

909,062

TOTAL SOUTH AFRICA

8,329,963

Spain - 1.4%

Banco Bilbao Vizcaya Argentaria SA sponsored ADR

194,128

1,611,262

Grifols SA (a)

1,546

53,623

Inditex SA

8,110

1,034,779

Common Stocks - continued

Shares

Value

Spain - continued

Prosegur Compania de Seguridad SA (Reg.)

96,376

$ 524,655

Repsol YPF SA

42,765

854,728

TOTAL SPAIN

4,079,047

Sweden - 1.5%

ASSA ABLOY AB (B Shares)

19,600

653,343

Fagerhult AB

11,100

274,450

H&M Hennes & Mauritz AB (B Shares)

33,386

1,129,997

Intrum Justitia AB

23,463

339,587

Svenska Handelsbanken AB (A Shares)

32,600

1,116,664

Swedish Match Co. AB

25,950

884,183

TOTAL SWEDEN

4,398,224

Switzerland - 6.9%

Holcim Ltd. (Reg.)

13,460

918,483

Nestle SA

105,629

6,703,182

Roche Holding AG (participation certificate)

28,367

5,455,309

Schindler Holding AG:

(participation certificate)

3,536

465,873

(Reg.)

820

106,099

Swatch Group AG (Bearer)

1,230

509,011

Swisscom AG

1,648

684,646

Syngenta AG (Switzerland)

3,135

1,222,304

UBS AG (NY Shares)

169,037

2,538,936

Zehnder Group AG

993

58,484

Zurich Financial Services AG

6,802

1,676,215

TOTAL SWITZERLAND

20,338,542

Taiwan - 3.7%

Chinatrust Financial Holding Co. Ltd.

2,114

1,165

Chroma ATE, Inc.

264,116

502,734

CTCI Corp.

248,000

493,283

Delta Electronics, Inc.

229,000

782,410

E Sun Financial Holdings Co. Ltd.

1,187,350

595,504

Motech Industries, Inc. (a)

458,000

352,790

Powertech Technology, Inc.

358,000

556,426

President Chain Store Corp.

126,000

623,314

SIMPLO Technology Co. Ltd.

88,300

435,303

St. Shine Optical Co. Ltd.

57,000

743,478

Synnex Technology International Corp.

286,000

605,094

Taiwan Hon Chuan Enterprise Co. Ltd.

258,000

549,387

Taiwan Mobile Co. Ltd.

219,000

764,738

Taiwan Semiconductor Manufacturing Co. Ltd.

444,035

1,353,117

Common Stocks - continued

Shares

Value

Taiwan - continued

Unified-President Enterprises Corp.

684,800

$ 1,209,712

Wistron Corp.

540,000

518,555

WPG Holding Co. Ltd.

558,000

674,338

TOTAL TAIWAN

10,761,348

Turkey - 1.2%

Albaraka Turk Katilim Bankasi A/S

89,303

70,745

Anadolu Efes Biracilik Ve Malt Sanayii A/S

73,000

1,095,509

Boyner Buyuk Magazacilik A/S (a)

42,049

96,648

Coca-Cola Icecek A/S

39,789

772,473

Enka Insaat ve Sanayi A/S

224,680

596,640

Turkiye Garanti Bankasi A/S

121,500

580,218

Turkiye Petrol Rafinerile A/S

15,313

374,175

TOTAL TURKEY

3,586,408

United Arab Emirates - 0.2%

First Gulf Bank PJSC

214,355

609,858

United Kingdom - 16.8%

AMEC PLC

3,189

54,550

Anglo American PLC (United Kingdom)

12,500

383,871

Babcock International Group PLC

40,500

639,190

Barclays PLC

409,903

1,515,713

Bellway PLC

6,228

101,610

Berendsen PLC

5,246

47,662

BG Group PLC

113,677

2,105,046

BHP Billiton PLC

67,335

2,158,171

BHP Billiton PLC ADR

26,900

1,721,062

BP PLC sponsored ADR

42,587

1,826,556

British American Tobacco PLC (United Kingdom)

17,153

850,782

British Land Co. PLC

85,777

731,564

Britvic PLC

13,800

79,993

Bunzl PLC

43,757

723,782

Centrica PLC

199,975

1,045,902

Compass Group PLC

94,000

1,031,509

Dechra Pharmaceuticals PLC

8,600

85,629

Derwent London PLC

1,800

59,896

Elementis PLC

12,790

43,199

GlaxoSmithKline PLC sponsored ADR

79,097

3,551,455

Great Portland Estates PLC

15,772

119,014

H&T Group PLC

7,014

32,542

HSBC Holdings PLC sponsored ADR

61,131

3,017,426

Imperial Tobacco Group PLC

12,777

482,482

Common Stocks - continued

Shares

Value

United Kingdom - continued

InterContinental Hotel Group PLC ADR

42,777

$ 1,053,170

Johnson Matthey PLC

23,377

848,427

Kingfisher PLC

116,601

544,737

Legal & General Group PLC

464,777

1,005,045

Meggitt PLC

25,298

157,583

National Grid PLC

139,691

1,593,114

Next PLC

9,400

540,935

Persimmon PLC

6,137

78,733

Prudential PLC

68,427

939,749

PZ Cussons PLC Class L

157,519

860,454

Reckitt Benckiser Group PLC

22,851

1,382,843

Reed Elsevier PLC

107,134

1,047,698

Rexam PLC

59,209

426,815

Rolls-Royce Group PLC

67,452

930,129

Rolls-Royce Group PLC Class C

5,126,352

8,273

Rotork PLC

18,503

680,193

Royal Dutch Shell PLC Class A sponsored ADR

76,315

5,226,051

SABMiller PLC

31,063

1,330,646

Scottish & Southern Energy PLC

50,824

1,187,609

Serco Group PLC

68,159

623,102

Shaftesbury PLC

40,537

358,483

Spectris PLC

4,170

116,283

Spirax-Sarco Engineering PLC

5,404

168,746

Standard Chartered PLC (United Kingdom)

73,695

1,740,472

Ted Baker PLC

3,775

57,751

Ultra Electronics Holdings PLC

4,101

112,043

Unite Group PLC

91,702

418,943

Victrex PLC

4,718

108,495

Vodafone Group PLC sponsored ADR

127,532

3,471,421

TOTAL UNITED KINGDOM

49,426,549

United States of America - 5.6%

Allergan, Inc.

6,500

584,480

Amazon.com, Inc. (a)

2,399

558,535

ANSYS, Inc. (a)

500

35,440

Autoliv, Inc.

16,910

974,016

Berkshire Hathaway, Inc. Class B (a)

9,945

858,751

BorgWarner, Inc. (a)

8,997

592,183

BPZ Energy, Inc. (a)

9,388

27,037

Broadridge Financial Solutions, Inc.

1,990

45,671

CME Group, Inc.

6,400

357,952

Cummins, Inc.

3,300

308,814

Common Stocks - continued

Shares

Value

United States of America - continued

Cymer, Inc. (a)

6,083

$ 484,754

Dril-Quip, Inc. (a)

1,210

83,805

Evercore Partners, Inc. Class A

1,860

51,894

FMC Technologies, Inc. (a)

10,803

441,843

Freeport-McMoRan Copper & Gold, Inc.

6,100

237,168

Greenhill & Co., Inc.

1,270

60,604

Kansas City Southern

1,420

114,253

Martin Marietta Materials, Inc.

3,690

303,724

MasterCard, Inc. Class A

3,609

1,663,496

Mead Johnson Nutrition Co. Class A

14,000

863,240

Mohawk Industries, Inc. (a)

6,805

568,013

National Oilwell Varco, Inc.

8,900

655,930

Oceaneering International, Inc.

1,680

87,914

Philip Morris International, Inc.

21,100

1,868,616

PriceSmart, Inc.

6,850

568,482

ResMed, Inc.

15,140

604,692

Solera Holdings, Inc.

7,202

337,126

SS&C Technologies Holdings, Inc. (a)

11,854

284,852

Union Pacific Corp.

7,900

971,937

Virgin Media, Inc.

22,733

746,914

Visa, Inc. Class A

9,301

1,290,607

TOTAL UNITED STATES OF AMERICA

16,632,743

TOTAL COMMON STOCKS

(Cost $273,143,791)


288,268,394

Nonconvertible Preferred Stocks - 0.5%

 

 

 

 

Brazil - 0.0%

Banco ABC Brasil SA

13,794

78,375

Germany - 0.5%

ProSiebenSat.1 Media AG

20,800

579,638

Volkswagen AG

4,434

917,242

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $1,351,389)


1,575,255

Money Market Funds - 2.1%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)
(Cost $6,092,586)

6,092,586

$ 6,092,586

TOTAL INVESTMENT PORTFOLIO - 100.5%

(Cost $280,587,766)

295,936,235

NET OTHER ASSETS (LIABILITIES) - (0.5)%

(1,370,438)

NET ASSETS - 100%

$ 294,565,797

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

$ 6,990

Fidelity Securities Lending Cash Central Fund

151,487

Total

$ 158,477

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 30,059,832

$ 28,553,663

$ 1,506,169

$ -

Consumer Staples

41,431,676

36,196,531

5,235,145

-

Energy

22,006,300

18,060,766

3,945,534

-

Financials

63,247,920

56,727,668

6,520,252

-

Health Care

29,781,563

25,718,840

4,062,723

-

Industrials

36,211,061

33,899,326

2,311,735

-

Information Technology

18,619,115

17,265,998

1,353,117

-

Materials

25,475,141

21,158,812

4,316,329

-

Telecommunication Services

12,064,291

11,515,553

548,738

-

Utilities

10,946,750

9,353,636

1,593,114

-

Money Market Funds

6,092,586

6,092,586

-

-

Total Investments in Securities:

$ 295,936,235

$ 264,543,379

$ 31,392,856

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 19,846,441

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $274,495,180)

$ 289,843,649

 

Fidelity Central Funds (cost $6,092,586)

6,092,586

 

Total Investments (cost $280,587,766)

 

$ 295,936,235

Foreign currency held at value (cost $23,243)

23,223

Receivable for investments sold

526,923

Receivable for fund shares sold

122,914

Dividends receivable

650,136

Distributions receivable from Fidelity Central Funds

4,446

Receivable from investment adviser for expense reductions

1,586

Other receivables

26,309

Total assets

297,291,772

 

 

 

Liabilities

Payable to custodian bank

$ 472,489

Payable for investments purchased

806,751

Payable for fund shares redeemed

1,068,841

Accrued management fee

194,059

Distribution and service plan fees payable

4,561

Other affiliated payables

48,559

Other payables and accrued expenses

130,715

Total liabilities

2,725,975

 

 

 

Net Assets

$ 294,565,797

Net Assets consist of:

 

Paid in capital

$ 297,394,209

Undistributed net investment income

5,300,982

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(23,430,376)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

15,300,982

Net Assets

$ 294,565,797

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, 2012

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($5,766,838 ÷ 789,026 shares)

$ 7.31

 

 

 

Maximum offering price per share (100/94.25 of $7.31)

$ 7.76

Class T:
Net Asset Value
and redemption price per share ($2,348,287 ÷ 318,734 shares)

$ 7.37

 

 

 

Maximum offering price per share (100/96.50 of $7.37)

$ 7.64

Class B:
Net Asset Value
and offering price per share ($219,813 ÷ 30,007 shares)A

$ 7.33

 

 

 

Class C:
Net Asset Value
and offering price per share ($2,737,321 ÷ 374,276 shares)A

$ 7.31

 

 

 

Total International Equity:
Net Asset Value
, offering price and redemption price per share ($281,979,071 ÷ 38,522,819 shares)

$ 7.32

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,514,467 ÷ 207,475 shares)

$ 7.30

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, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 9,170,980

Interest

 

243

Income from Fidelity Central Funds

 

158,477

Income before foreign taxes withheld

 

9,329,700

Less foreign taxes withheld

 

(704,106)

Total income

 

8,625,594

 

 

 

Expenses

Management fee
Basic fee

$ 1,851,948

Performance adjustment

105,713

Transfer agent fees

404,702

Distribution and service plan fees

44,605

Accounting and security lending fees

136,093

Custodian fees and expenses

312,577

Independent trustees' compensation

1,628

Registration fees

155,663

Audit

90,778

Legal

1,181

Interest

212

Miscellaneous

1,695

Total expenses before reductions

3,106,795

Expense reductions

(96,572)

3,010,223

Net investment income (loss)

5,615,371

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

9,404,014

Foreign currency transactions

(263,621)

Total net realized gain (loss)

 

9,140,393

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $35,138)

20,557,485

Assets and liabilities in foreign currencies

(20,296)

Total change in net unrealized appreciation (depreciation)

 

20,537,189

Net gain (loss)

29,677,582

Net increase (decrease) in net assets resulting from operations

$ 35,292,953

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 5,615,371

$ 1,864,848

Net realized gain (loss)

9,140,393

(8,998,027)

Change in net unrealized appreciation (depreciation)

20,537,189

(8,597,909)

Net increase (decrease) in net assets resulting
from operations

35,292,953

(15,731,088)

Distributions to shareholders from net investment income

(1,867,192)

(953,041)

Distributions to shareholders from net realized gain

-

(220,294)

Total distributions

(1,867,192)

(1,173,335)

Share transactions - net increase (decrease)

122,647,348

86,742,563

Redemption fees

3,128

14,195

Total increase (decrease) in net assets

156,076,237

69,852,335

 

 

 

Net Assets

Beginning of period

138,489,560

68,637,225

End of period (including undistributed net investment income of $5,300,982 and undistributed net investment income of $1,552,849, respectively)

$ 294,565,797

$ 138,489,560

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 6.67

$ 7.36

$ 6.40

$ 4.90

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .13

  .11

  .08

  .06

  .11

Net realized and unrealized gain (loss)

  .59

  (.69)

  .95

  1.55

  (5.21)

Total from investment operations

  .72

  (.58)

  1.03

  1.61

  (5.10)

Distributions from net investment income

  (.08)

  (.09)

  (.04)

  (.11)

  -

Distributions from net realized gain

  -

  (.02)

  (.03)

  -

  -

Total distributions

  (.08)

  (.11)

  (.07)

  (.11)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.31

$ 6.67

$ 7.36

$ 6.40

$ 4.90

Total Return A, B

  10.88%

  (8.03)%

  16.17%

  33.87%

  (51.00)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  1.57%

  1.73%

  2.02%

  2.09%

  2.00%

Expenses net of fee waivers, if any

  1.45%

  1.45%

  1.50%

  1.50%

  1.50%

Expenses net of all reductions

  1.42%

  1.42%

  1.47%

  1.47%

  1.48%

Net investment income (loss)

  1.88%

  1.44%

  1.15%

  1.13%

  1.35%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,767

$ 4,307

$ 5,029

$ 3,727

$ 5,944

Portfolio turnover rate E

  110%

  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,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 6.73

$ 7.41

$ 6.40

$ 4.88

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .11

  .09

  .06

  .04

  .09

Net realized and unrealized gain (loss)

  .59

  (.68)

  .95

  1.57

  (5.21)

Total from investment operations

  .70

  (.59)

  1.01

  1.61

  (5.12)

Distributions from net investment income

  (.06)

  (.07)

  -

  (.09)

  -

Distributions from net realized gain

  -

  (.02)

  -

  -

  -

Total distributions

  (.06)

  (.09)

  -

  (.09)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.37

$ 6.73

$ 7.41

$ 6.40

$ 4.88

Total Return A, B

  10.52%

  (8.08)%

  15.78%

  33.74%

  (51.20)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  1.84%

  2.02%

  2.31%

  2.34%

  2.42%

Expenses net of fee waivers, if any

  1.70%

  1.70%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.67%

  1.67%

  1.72%

  1.72%

  1.73%

Net investment income (loss)

  1.63%

  1.19%

  .90%

  .88%

  1.10%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,348

$ 997

$ 1,004

$ 1,526

$ 2,567

Portfolio turnover rate E

  110%

  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,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 6.68

$ 7.37

$ 6.39

$ 4.86

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .05

  .03

  .02

  .05

Net realized and unrealized gain (loss)

  .59

  (.68)

  .95

  1.56

  (5.19)

Total from investment operations

  .67

  (.63)

  .98

  1.58

  (5.14)

Distributions from net investment income

  (.02)

  (.04)

  -

  (.05)

  -

Distributions from net realized gain

  -

  (.02)

  -

  -

  -

Total distributions

  (.02)

  (.06)

  -

  (.05)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.33

$ 6.68

$ 7.37

$ 6.39

$ 4.86

Total Return A, B

  10.05%

  (8.66)%

  15.34%

  32.95%

  (51.40)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  2.34%

  2.51%

  2.81%

  2.82%

  2.92%

Expenses net of fee waivers, if any

  2.20%

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.17%

  2.22%

  2.22%

  2.24%

Net investment income (loss)

  1.13%

  .69%

  .40%

  .38%

  .60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 220

$ 254

$ 327

$ 1,337

$ 2,505

Portfolio turnover rate E

  110%

  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,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 6.67

$ 7.36

$ 6.39

$ 4.86

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .05

  .03

  .02

  .05

Net realized and unrealized gain (loss)

  .58

  (.69)

  .94

  1.56

  (5.19)

Total from investment operations

  .66

  (.64)

  .97

  1.58

  (5.14)

Distributions from net investment income

  (.02)

  (.03)

  -

  (.05)

  -

Distributions from net realized gain

  -

  (.02)

  -

  -

  -

Total distributions

  (.02)

  (.05)

  -

  (.05)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.31

$ 6.67

$ 7.36

$ 6.39

$ 4.86

Total Return A, B

  9.98%

  (8.72)%

  15.18%

  33.10%

  (51.40)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  2.31%

  2.51%

  2.80%

  2.85%

  2.92%

Expenses net of fee waivers, if any

  2.20%

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.17%

  2.22%

  2.22%

  2.23%

Net investment income (loss)

  1.13%

  .69%

  .40%

  .38%

  .60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,737

$ 1,396

$ 1,423

$ 1,714

$ 2,787

Portfolio turnover rate E

  110%

  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,

2012

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 6.69

$ 7.37

$ 6.41

$ 4.91

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .15

  .12

  .09

  .07

  .13

Net realized and unrealized gain (loss)

  .58

  (.68)

  .96

  1.55

  (5.21)

Total from investment operations

  .73

  (.56)

  1.05

  1.62

  (5.08)

Distributions from net investment income

  (.10)

  (.10)

  (.06)

  (.12)

  (.01)

Distributions from net realized gain

  -

  (.02)

  (.03)

  -

  -

Total distributions

  (.10)

  (.12)

  (.09)

  (.12)

  (.01)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.32

$ 6.69

$ 7.37

$ 6.41

$ 4.91

Total Return A

  11.03%

  (7.70)%

  16.45%

  34.23%

  (50.87)%

Ratios to Average Net Assets C, F

 

 

 

 

Expenses before reductions

  1.16%

  1.42%

  1.79%

  1.87%

  1.89%

Expenses net of fee waivers, if any

  1.16%

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.13%

  1.17%

  1.22%

  1.22%

  1.23%

Net investment income (loss)

  2.16%

  1.69%

  1.40%

  1.38%

  1.60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 281,979

$ 131,338

$ 60,826

$ 33,061

$ 23,226

Portfolio turnover rate D

  110%

  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,

2012

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 6.67

$ 7.35

$ 6.41

$ 4.91

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .14

  .12

  .10

  .07

  .13

Net realized and unrealized gain (loss)

  .59

  (.68)

  .95

  1.55

  (5.21)

Total from investment operations

  .73

  (.56)

  1.05

  1.62

  (5.08)

Distributions from net investment income

  (.10)

  (.10)

  (.08)

  (.12)

  (.01)

Distributions from net realized gain

  -

  (.02)

  (.03)

  -

  -

Total distributions

  (.10)

  (.12)

  (.11)

  (.12)

  (.01)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.30

$ 6.67

$ 7.35

$ 6.41

$ 4.91

Total Return A

  11.06%

  (7.72)%

  16.48%

  34.23%

  (50.87)%

Ratios to Average Net Assets C, F

 

 

 

 

Expenses before reductions

  1.27%

  1.48%

  1.82%

  1.80%

  1.91%

Expenses net of fee waivers, if any

  1.20%

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.17%

  1.17%

  1.23%

  1.22%

  1.23%

Net investment income (loss)

  2.13%

  1.69%

  1.40%

  1.38%

  1.60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,514

$ 197

$ 28

$ 1,308

$ 2,733

Portfolio turnover rate D

  110%

  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, 2012

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. 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income 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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 27,195,779

Gross unrealized depreciation

(13,448,638)

Net unrealized appreciation (depreciation) on securities and other investments

$ 13,747,141

 

 

Tax Cost

$ 282,189,094

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 14,696,955

Undistributed long-term capital gain

$ 309,806

Capital loss carryforward

$ (31,534,827)

Net unrealized appreciation (depreciation)

$ 13,734,792

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (6,969,886)

2017

(15,708,944)

2019

(8,855,997)

Total capital loss carryforward

$ (31,534,827)

As a result of a large subscription in December 2011, the Fund had an "ownership change" under the Internal Revenue Code, which limits capital losses that will be available to offset future capital gains to approximately $4,535,766 per year plus certain gains in the Fund existing at the time of the ownership change. As a result, at least $1,623,551 of the Fund's capital loss carryforward will expire unused and is not included in the capital loss carryforward amounts disclosed above.

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 1,867,192

$ 1,173,335

Annual Report

Notes to Financial Statements - continued

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 December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $402,947,967 and $277,094,245, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Total International Equity as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .75% 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

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%

$ 12,621

$ 968

Class T

.25%

.25%

6,560

86

Class B

.75%

.25%

2,453

1,851

Class C

.75%

.25%

22,971

2,990

 

 

 

$ 44,605

$ 5,895

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 3,215

Class T

893

Class B*

362

Class C*

249

 

$ 4,719

* 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

5. 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

$ 15,172

.30

Class T

4,212

.32

Class B

743

.30

Class C

6,965

.30

Total International Equity

375,719

.15

Institutional Class

1,891

.29

 

$ 404,702

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $1,696 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 6,692,667

.38%

$ 212

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which

Annual Report

6. Committed Line of Credit - continued

amounted to $670 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. 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 $151,487. 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, 2013. 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%

$ 5,921

Class T

1.70%

1,880

Class B

2.20%

335

Class C

2.20%

2,543

Institutional Class

1.20%

416

 

 

$ 11,095

Annual Report

Notes to Financial Statements - continued

8. Expense Reductions - continued

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 $85,477 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 48,329

$ 61,018

Class T

9,062

9,414

Class B

714

1,488

Class C

4,731

6,263

Total International Equity

1,801,469

873,280

Institutional Class

2,887

1,578

Total

$ 1,867,192

$ 953,041

 

From net realized gain

 

 

Class A

$ -

$ 16,196

Class T

-

3,213

Class B

-

1,016

Class C

-

4,485

Total International Equity

-

195,026

Institutional Class

-

358

Total

$ -

$ 220,294

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

388,955

231,083

$ 2,677,369

$ 1,708,687

Reinvestment of distributions

7,157

10,039

46,237

74,076

Shares redeemed

(252,362)

(279,366)

(1,699,392)

(2,035,449)

Net increase (decrease)

143,750

(38,244)

$ 1,024,214

$ (252,686)

Class T

 

 

 

 

Shares sold

207,939

37,121

$ 1,463,372

$ 276,509

Reinvestment of distributions

1,377

1,678

8,993

12,524

Shares redeemed

(38,757)

(25,970)

(259,817)

(191,826)

Net increase (decrease)

170,559

12,829

$ 1,212,548

$ 97,207

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class B

 

 

 

 

Shares sold

4,797

3,282

$ 32,306

$ 24,631

Reinvestment of distributions

108

331

705

2,469

Shares redeemed

(12,955)

(9,973)

(88,815)

(73,676)

Net increase (decrease)

(8,050)

(6,360)

$ (55,804)

$ (46,576)

Class C

 

 

 

 

Shares sold

258,694

66,879

$ 1,733,640

$ 498,161

Reinvestment of distributions

710

1,425

4,622

10,610

Shares redeemed

(94,222)

(52,554)

(638,538)

(388,669)

Net increase (decrease)

165,182

15,750

$ 1,099,724

$ 120,102

Total International Equity

 

 

 

 

Shares sold

32,478,543

16,784,298

$ 209,916,522

$ 125,543,898

Reinvestment of distributions

266,160

135,624

1,719,395

1,000,533

Shares redeemed

(13,867,286)

(5,532,363)

(93,416,780)

(39,913,646)

Net increase (decrease)

18,877,417

11,387,559

$ 118,219,137

$ 86,630,785

Institutional Class

 

 

 

 

Shares sold

198,611

26,909

$ 1,289,078

$ 202,383

Reinvestment of distributions

448

263

2,887

1,936

Shares redeemed

(21,161)

(1,422)

(144,436)

(10,588)

Net increase (decrease)

177,898

25,750

$ 1,147,529

$ 193,731

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, a shareholder of record owned approximately 65% 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 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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Total International Equity Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the 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 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Total International Equity 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

12/10/12

12/07/12

$0.126

$0.245

 

 

 

 

 

Class T

12/10/12

12/07/12

$0.128

$0.245

 

 

 

 

 

Class B

12/10/12

12/07/12

$0.054

$0.245

 

 

 

 

 

Class C

12/10/12

12/07/12

$0.075

$0.245

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2012 $309,806, or, if subsequently determined to be different, the net capital gain of such year.

Class A designates 4%, Class T designates 5%, Class B designates 13% and Class C designates 11% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

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

12/05/11

$0.064

$0.0107

 

 

 

 

Class T

12/05/11

$0.052

$0.0107

 

 

 

 

Class B

12/05/11

$0.022

$0.0107

 

 

 

 

Class C

12/05/11

$0.025

$0.0107

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, 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.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, 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 and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom 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

ati915871

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 third quartile for the one-year period and the second quartile for the three-year period. The Board also noted that the investment performance of the fund was lower than its benchmark for the one-year period, although the three-year cumulative 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 noted that there were portfolio management changes for the fund in February 2012 and September 2011. 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 (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 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked 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

ati915873

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 2011. 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 and the retail class ranked below its competitive median for 2011, the total expense ratio of Class B ranked equal to its competitive median for 2011, and the total expense ratio of each of Class T, Class C, and Institutional Class ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class B, Class C, Institutional Class, and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.45%, 1.70%, 2.20%, 2.20%, 1.20% and 1.20% through December 31, 2012.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

Annual Report

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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

Smithfield, RI

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

(Fidelity Investment logo)(registered trademark)

ATIE-UANN-1212
1.853363.104

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Total International Equity

Fund - Institutional Class

Annual Report

October 31, 2012

(Fidelity Cover Art)

Institutional Class is
a class of Fidelity®
Total International Equity Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 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. © 2012 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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, 2012

Past 1
year

Life of
fund
A

  Institutional Class

11.06%

-4.67%

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.

iei1026174

Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a modest advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind, foreign developed- and emerging-markets stocks still managed a gain for the 12 months, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gains, advancing roughly 11%. A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which also helped the region outpace the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of the MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

Comments from Alex Zavratsky, Co-Portfolio Manager of Fidelity Advisor® Total International Equity Fund: For the year, the fund's Institutional Class shares gained 11.06%, significantly outpacing the MSCI index. The fund benefited from good security selection in emerging markets - especially Brazil, South Korea and Chile - and Japan. Good positioning in Europe overcame negative stock selection specifically in Germany. An out-of-benchmark allocation to U.S. stocks also added, notably credit card network Visa. Conversely, stock picking in Canada modestly hurt. In sector terms, security selection helped in industrials, as did positioning in materials and health care. The top individual contributor was Belgian brewer Anheuser-Busch InBev, while, in health care, Denmark's Novo Nordisk and Australian biotechnology company CSL added value. Not owning Telefonica, a poor-performing Spanish telecom provider and benchmark component, also helped. In contrast, untimely ownership of South Korean electronics maker Samsung Electronics hurt, as did not owning Diageo, a strong-performing U.K.-based spirits company and benchmark component. An overweighting in Repsol, a Spain-based integrated oil and gas company, also detracted. Samsung was not held 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012 to
October 31, 2012

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,045.80

$ 7.46

HypotheticalA

 

$ 1,000.00

$ 1,017.85

$ 7.35

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,043.90

$ 8.73

HypotheticalA

 

$ 1,000.00

$ 1,016.59

$ 8.62

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,042.70

$ 11.30

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,041.30

$ 11.29

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

Total International Equity

1.14%

 

 

 

Actual

 

$ 1,000.00

$ 1,047.20

$ 5.87

HypotheticalA

 

$ 1,000.00

$ 1,019.41

$ 5.79

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,047.30

$ 6.18

HypotheticalA

 

$ 1,000.00

$ 1,019.10

$ 6.09

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

iei1026176

United Kingdom 16.8%

 

iei1026178

Japan 10.8%

 

iei1026180

United States of America 7.2%

 

iei1026182

Switzerland 6.9%

 

iei1026184

Germany 5.1%

 

iei1026186

France 5.0%

 

iei1026188

Australia 4.8%

 

iei1026190

Taiwan 3.7%

 

iei1026192

Korea (South) 2.9%

 

jmcw

Other 36.8%

 

iei1026196

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

iei1026176

United Kingdom 18.1%

 

iei1026178

Japan 13.5%

 

iei1026180

Switzerland 7.0%

 

iei1026182

United States of America 6.4%

 

iei1026184

Germany 5.7%

 

iei1026186

Australia 4.4%

 

iei1026188

France 4.3%

 

iei1026190

Taiwan 3.0%

 

iei1026206

India 2.6%

 

jmcw

Other 35.0%

 

iei1026209

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

98.4

98.8

Short-Term Investments and Net Other Assets (Liabilities)

1.6

1.2

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

2.3

2.4

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

1.8

2.2

Royal Dutch Shell PLC Class A sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

1.8

2.2

Sanofi SA (France, Pharmaceuticals)

1.4

1.4

BHP Billiton PLC (United Kingdom, Metals & Mining)

1.3

1.0

GlaxoSmithKline PLC sponsored ADR (United Kingdom, Pharmaceuticals)

1.2

1.6

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

1.2

1.4

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.2

1.0

HSBC Holdings PLC sponsored ADR (United Kingdom, Commercial Banks)

1.0

0.9

Commonwealth Bank of Australia (Australia, Commercial Banks)

1.0

1.0

 

14.2

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.4

19.8

Consumer Staples

14.4

14.7

Industrials

12.2

11.7

Consumer Discretionary

10.2

11.6

Health Care

9.8

10.6

Materials

8.7

7.4

Energy

7.4

7.6

Information Technology

6.3

6.0

Telecommunication Services

4.1

5.4

Utilities

3.9

4.0

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 97.9%

Shares

Value

Australia - 4.8%

Australia & New Zealand Banking Group Ltd.

91,182

$ 2,408,879

Coca-Cola Amatil Ltd.

58,234

813,050

Commonwealth Bank of Australia

47,936

2,873,638

CSL Ltd.

35,275

1,739,318

Newcrest Mining Ltd.

19,905

546,107

Origin Energy Ltd.

38,131

449,650

Ramsay Health Care Ltd.

2,082

51,351

Sydney Airport unit

284,317

1,000,509

Telstra Corp. Ltd.

234,394

1,007,315

Transurban Group unit

73,700

465,146

Westfield Group unit

112,623

1,246,243

Woodside Petroleum Ltd.

18,232

651,045

Woolworths Ltd.

14,358

438,336

WorleyParsons Ltd.

22,067

565,107

TOTAL AUSTRALIA

14,255,694

Austria - 0.4%

Andritz AG

18,358

1,105,741

Zumtobel AG

5,000

53,421

TOTAL AUSTRIA

1,159,162

Bailiwick of Jersey - 0.8%

Atrium European Real Estate Ltd.

134,051

757,725

Informa PLC

52,073

336,299

Randgold Resources Ltd. sponsored ADR

6,760

808,428

Wolseley PLC

13,367

584,358

TOTAL BAILIWICK OF JERSEY

2,486,810

Belgium - 1.6%

Anheuser-Busch InBev SA NV

40,471

3,384,637

Gimv NV

1,703

82,312

KBC Groupe SA

9,918

232,808

Umicore SA

19,051

977,718

TOTAL BELGIUM

4,677,475

Bermuda - 2.0%

Cheung Kong Infrastructure Holdings Ltd.

70,000

410,062

First Pacific Co. Ltd.

764,000

850,745

GP Investments Ltd. (depositary receipt) (a)

12,300

28,403

Lazard Ltd. Class A

8,770

258,364

Li & Fung Ltd.

234,000

392,514

Pacific Basin Shipping Ltd.

1,704,000

912,459

Texwinca Holdings Ltd.

860,000

684,667

Common Stocks - continued

Shares

Value

Bermuda - continued

Trinity Ltd.

964,000

$ 675,418

Vtech Holdings Ltd.

65,900

782,717

Yue Yuen Industrial (Holdings) Ltd.

222,000

766,253

TOTAL BERMUDA

5,761,602

Brazil - 2.4%

Arezzo Industria e Comercio SA

15,600

278,427

Banco Bradesco SA

123,000

1,618,764

Banco Pine SA

7,106

49,681

Duratex SA

98,200

683,177

Iguatemi Empresa de Shopping Centers SA

20,600

261,677

LPS Brasil Consultoria de Imoveis SA

30,100

517,215

Multiplan Empreendimentos Imobiliarios SA

16,100

471,653

Oi SA

123,916

585,704

Porto Seguro SA

73,000

776,347

Tractebel Energia SA

51,300

884,026

Weg SA

63,000

723,660

TOTAL BRAZIL

6,850,331

British Virgin Islands - 0.0%

Gem Diamonds Ltd. (a)

10,228

27,853

Canada - 0.9%

Agnico-Eagle Mines Ltd. (Canada)

6,440

363,606

Baytex Energy Corp.

700

31,855

Copper Mountain Mining Corp. (a)

6,600

26,697

Eldorado Gold Corp.

3,800

56,158

Fairfax Financial Holdings Ltd. (sub. vtg.)

705

261,536

First Quantum Minerals Ltd.

10,585

237,931

Goldcorp, Inc.

12,994

587,413

Open Text Corp. (a)

5,150

276,798

Painted Pony Petroleum Ltd. Class A (a)

3,200

34,603

Pason Systems, Inc.

3,700

60,274

Petrominerales Ltd.

3,125

25,063

Suncor Energy, Inc.

17,300

580,622

TAG Oil Ltd. (a)

4,700

32,941

TOTAL CANADA

2,575,497

Cayman Islands - 1.8%

ASM Pacific Technology Ltd.

53,400

595,320

Baidu.com, Inc. sponsored ADR (a)

3,500

373,170

ENN Energy Holdings Ltd.

122,000

507,674

Common Stocks - continued

Shares

Value

Cayman Islands - continued

Haitian International Holdings Ltd.

512,000

$ 632,233

Kingboard Chemical Holdings Ltd.

213,000

633,499

Lee & Man Paper Manufacturing Ltd.

1,489,000

781,960

Sands China Ltd.

290,600

1,093,024

Vantage Drilling Co. (a)

15,200

27,968

Yingde Gases Group Co. Ltd.

750,500

711,760

TOTAL CAYMAN ISLANDS

5,356,608

Chile - 2.1%

Cencosud SA

120,432

657,289

Compania Cervecerias Unidas SA sponsored ADR

11,400

808,602

Embotelladora Andina SA sponsored ADR

18,600

704,568

Inversiones Aguas Metropolitanas SA

437,696

814,170

Isapre CruzBlanca SA

637,596

834,580

Parque Arauco SA

402,367

919,051

Quinenco SA

315,548

898,474

Sociedad Matriz SAAM SA

4,670,971

546,071

TOTAL CHILE

6,182,805

China - 1.1%

China BlueChemical Ltd. (H Shares)

1,336,000

846,415

China Oilfield Services Ltd. (H Shares)

430,000

815,608

China Shipping Development Co. Ltd. (H Shares)

1,472,000

773,032

Dongfeng Motor Group Co. Ltd. (H Shares)

544,000

673,854

TOTAL CHINA

3,108,909

Colombia - 0.3%

BanColombia SA sponsored ADR

11,500

736,230

Curacao - 0.2%

Schlumberger Ltd.

8,600

597,958

Denmark - 0.9%

Novo Nordisk A/S Series B sponsored ADR

15,200

2,436,408

William Demant Holding A/S (a)

4,110

353,488

TOTAL DENMARK

2,789,896

Finland - 0.8%

Nokian Tyres PLC

29,202

1,211,206

Outotec Oyj

6,412

312,241

Sampo OYJ (A Shares)

27,199

852,441

TOTAL FINLAND

2,375,888

Common Stocks - continued

Shares

Value

France - 5.0%

Alstom SA

22,162

$ 756,911

Arkema SA

7,560

689,254

Atos Origin SA

10,510

705,784

BNP Paribas SA

42,351

2,130,407

Compagnie de St. Gobain

16,600

585,022

Danone SA

20,380

1,252,757

GDF Suez

39,743

912,036

Laurent-Perrier Group

859

73,261

Pernod Ricard SA

5,500

591,906

PPR SA

3,083

542,062

Remy Cointreau SA

5,281

547,734

Safran SA

15,114

601,315

Saft Groupe SA

2,629

58,457

Sanofi SA

46,258

4,062,723

Schneider Electric SA

6,245

390,436

Unibail-Rodamco

2,908

655,276

Vetoquinol SA

1,200

40,129

Virbac SA

520

90,653

TOTAL FRANCE

14,686,123

Germany - 4.6%

Allianz AG

15,953

1,978,008

alstria office REIT-AG

5,100

61,595

BASF AG

8,181

677,901

Bayer AG

24,293

2,115,637

Bilfinger Berger AG

1,167

114,187

CompuGROUP Holding AG

3,446

62,531

CTS Eventim AG

4,250

126,148

Daimler AG (Germany)

22,353

1,043,747

Deutsche Post AG

40,282

798,575

Fielmann AG

1,079

105,031

Fresenius SE & Co. KGaA

5,800

661,555

HeidelbergCement Finance AG

10,700

567,095

Linde AG

13,449

2,261,792

RWE AG

23,200

1,060,142

Siemens AG

13,786

1,389,063

Siemens AG sponsored ADR

5,669

572,059

Software AG (Bearer)

1,959

78,485

TOTAL GERMANY

13,673,551

Hong Kong - 2.5%

Cathay Pacific Airways Ltd.

393,000

711,959

Common Stocks - continued

Shares

Value

Hong Kong - continued

Cheung Kong Holdings Ltd.

78,000

$ 1,152,380

China Insurance International Holdings Co. Ltd. (a)

608,800

1,043,201

China Merchant Holdings International Co. Ltd.

234,000

775,969

China Resources Enterprise Ltd.

284,000

923,452

China Resources Power Holdings Co. Ltd.

250,000

535,480

Dah Chong Hong Holdings Ltd.

687,000

647,992

Hopewell Holdings Ltd.

163,500

589,651

Hysan Development Co. Ltd.

28,000

123,741

Television Broadcasts Ltd.

129,000

961,252

TOTAL HONG KONG

7,465,077

Hungary - 0.2%

Richter Gedeon PLC

3,700

690,100

India - 2.4%

Bharti Airtel Ltd.

173,106

867,541

Cipla Ltd.

79,925

539,666

Container Corp. of India Ltd.

33,774

630,253

Housing Development Finance Corp. Ltd. (a)

94,893

1,344,516

Jyothy Laboratories Ltd.

24,138

79,563

Max India Ltd. (a)

171,991

773,888

Piramal Enterprises Ltd.

58,571

540,588

Punjab National Bank

51,513

730,982

Satyam Computer Services Ltd. (a)

418,989

850,360

Tata Power Co. Ltd.

427,422

842,451

TOTAL INDIA

7,199,808

Indonesia - 0.2%

PT Kalbe Farma Tbk

6,357,000

641,985

Ireland - 0.6%

CRH PLC sponsored ADR

31,200

581,880

Elan Corp. PLC sponsored ADR (a)

28,485

307,638

FBD Holdings PLC

2,500

31,270

James Hardie Industries NV:

CDI

1,000

9,581

sponsored ADR

16,845

810,076

TOTAL IRELAND

1,740,445

Israel - 0.1%

Azrieli Group

11,296

252,176

Common Stocks - continued

Shares

Value

Israel - continued

Ituran Location & Control Ltd.

4,361

$ 53,902

Strauss Group Ltd.

659

7,446

TOTAL ISRAEL

313,524

Italy - 1.6%

Azimut Holding SpA

7,614

96,419

ENI SpA

123,700

2,846,452

Fiat Industrial SpA

81,628

883,977

Interpump Group SpA

51,091

388,059

Saipem SpA

13,530

607,829

TOTAL ITALY

4,822,736

Japan - 10.8%

Aeon Credit Service Co. Ltd.

33,700

715,117

Air Water, Inc.

49,000

613,804

Aozora Bank Ltd.

158,000

445,321

Asahi Co. Ltd.

3,000

45,171

Astellas Pharma, Inc.

27,400

1,360,904

Autobacs Seven Co. Ltd.

11,900

488,194

Azbil Corp.

2,100

42,958

Chubu Electric Power Co., Inc.

36,200

373,201

Cosmos Pharmaceutical Corp.

400

39,434

Credit Saison Co. Ltd.

24,500

537,999

Daikoku Denki Co. Ltd.

1,000

25,304

Daikokutenbussan Co. Ltd.

3,800

120,812

Denso Corp.

64,500

2,019,109

Fanuc Corp.

7,700

1,225,943

Fast Retailing Co. Ltd.

3,400

757,259

FCC Co. Ltd.

5,500

98,866

Fields Corp.

2,000

28,761

GCA Savvian Group Corp.

44

52,251

Glory Ltd.

2,900

70,402

Goldcrest Co. Ltd.

3,280

49,346

Hitachi Ltd.

161,000

853,100

Honda Motor Co. Ltd.

50,100

1,506,169

INPEX Corp.

67

381,874

Itochu Corp.

60,800

608,533

Iwatsuka Confectionary Co. Ltd.

1,000

37,430

Japan Retail Fund Investment Corp.

257

468,414

Japan Tobacco, Inc.

53,900

1,489,458

JS Group Corp.

13,600

300,689

JSR Corp.

28,500

488,388

Common Stocks - continued

Shares

Value

Japan - continued

Kamigumi Co. Ltd.

7,000

$ 56,470

Keyence Corp.

4,321

1,146,421

Kobayashi Pharmaceutical Co. Ltd.

10,700

564,957

Kyoto Kimono Yuzen Co. Ltd.

3,800

45,935

Meiko Network Japan Co. Ltd.

3,700

37,542

Miraial Co. Ltd.

300

5,712

Mitsubishi Corp.

43,100

769,354

Mitsubishi Estate Co. Ltd.

47,000

929,638

Mitsui Fudosan Co. Ltd.

27,000

545,547

Nabtesco Corp.

3,600

67,012

Nagaileben Co. Ltd.

3,700

54,320

Nihon M&A Center, Inc.

4,000

120,005

Nihon Parkerizing Co. Ltd.

5,000

75,473

Nintendo Co. Ltd.

3,600

463,585

Nippon Seiki Co. Ltd.

6,000

57,648

Nippon Telegraph & Telephone Corp.

12,000

548,738

Nippon Thompson Co. Ltd.

14,000

48,403

NS Tool Co., Ltd.

1,600

27,258

Obic Co. Ltd.

310

63,802

ORIX Corp.

6,400

657,397

Osaka Securities Exchange Co. Ltd.

14

52,173

OSG Corp.

5,200

68,070

Santen Pharmaceutical Co. Ltd.

13,300

582,281

Seven & i Holdings Co., Ltd.

50,600

1,560,531

Seven Bank Ltd.

232,500

664,036

SHO-BOND Holdings Co. Ltd.

12,400

374,811

Shoei Co. Ltd.

3,900

21,251

SMC Corp.

2,200

346,687

Softbank Corp.

19,900

629,930

Sumitomo Mitsui Financial Group, Inc.

64,700

1,977,038

Sumitomo Realty & Development Co. Ltd.

20,000

552,173

The Nippon Synthetic Chemical Industry Co. Ltd.

10,000

65,640

Tocalo Co. Ltd.

2,000

29,037

Toyo Suisan Kaisha Ltd.

16,000

398,647

Tsutsumi Jewelry Co. Ltd.

1,200

27,523

Unicharm Corp.

10,100

546,561

USS Co. Ltd.

15,840

1,664,758

Yamato Kogyo Co. Ltd.

23,200

651,274

TOTAL JAPAN

31,741,849

Korea (South) - 2.9%

AMOREPACIFIC Corp.

595

676,682

Common Stocks - continued

Shares

Value

Korea (South) - continued

BS Financial Group, Inc.

91,770

$ 1,039,474

E-Mart Co. Ltd.

3,360

728,814

Kiwoom Securities Co. Ltd.

11,170

565,507

LG Corp.

21,485

1,312,368

LG Household & Health Care Ltd.

1,406

826,589

NICE Holdings Co. Ltd.

600

31,862

NICE Information Service Co. Ltd.

7,500

33,018

S1 Corp.

10,741

648,211

Samsung Fire & Marine Insurance Co. Ltd.

4,109

898,816

Shinsegae Co. Ltd.

4,287

766,715

Woongjin Coway Co. Ltd.

1,880

68,453

Yuhan Corp.

4,588

793,197

TOTAL KOREA (SOUTH)

8,389,706

Malaysia - 0.5%

Axiata Group Bhd

381,100

817,000

Top Glove Corp. Bhd

393,700

691,495

TOTAL MALAYSIA

1,508,495

Mexico - 0.5%

Bolsa Mexicana de Valores SA de CV

406,600

900,209

Urbi, Desarrollos Urbanos, SA de CV (a)

892,000

556,563

TOTAL MEXICO

1,456,772

Netherlands - 1.9%

Aalberts Industries NV

6,400

116,135

ASM International NV unit

2,250

71,370

ASML Holding NV

28,800

1,583,136

D.E. Master Blenders 1753 NV (a)

29,200

356,865

Heijmans NV unit

3,381

28,629

ING Groep NV (Certificaten Van Aandelen) (a)

152,478

1,356,770

Koninklijke Philips Electronics NV

36,839

922,672

QIAGEN NV (a)

3,000

52,350

Unilever NV (Certificaten Van Aandelen) (Bearer)

27,200

999,726

TOTAL NETHERLANDS

5,487,653

Norway - 0.5%

Orkla ASA (A Shares)

53,082

419,904

Telenor ASA

45,711

898,778

TOTAL NORWAY

1,318,682

Papua New Guinea - 0.3%

Oil Search Ltd. ADR

107,827

832,758

Common Stocks - continued

Shares

Value

Philippines - 0.6%

BDO Unibank, Inc.

666,132

$ 1,037,286

Jollibee Food Corp.

26,900

69,181

Manila Water Co., Inc.

1,106,700

780,883

TOTAL PHILIPPINES

1,887,350

Poland - 0.2%

Warsaw Stock Exchange

54,438

639,414

Portugal - 0.4%

Jeronimo Martins SGPS SA

64,569

1,129,830

Singapore - 1.9%

Ascendas India Trust

931,000

580,062

Ascendas Real Estate Investment Trust

310,000

599,770

Bumitama Agri Ltd.

859,000

707,735

ComfortDelgro Corp. Ltd.

266,000

368,536

Ezra Holdings Ltd.

687,000

627,976

Global Logistic Properties Ltd.

372,000

783,768

Singapore Telecommunications Ltd.

267,000

704,820

United Overseas Bank Ltd.

77,746

1,164,469

TOTAL SINGAPORE

5,537,136

South Africa - 2.8%

African Rainbow Minerals Ltd.

2,600

54,425

AngloGold Ashanti Ltd.

27,700

935,854

Bidvest Group Ltd.

29,400

701,716

City Lodge Hotels Ltd.

2,500

26,526

Clicks Group Ltd.

69,625

480,031

Impala Platinum Holdings Ltd.

46,100

829,419

Mr Price Group Ltd.

3,100

47,891

MTN Group Ltd.

60,100

1,083,660

Nampak Ltd.

176,100

586,956

Reunert Ltd.

63,000

554,969

Sasol Ltd.

25,800

1,099,082

Standard Bank Group Ltd.

82,600

1,020,372

Tiger Brands Ltd.

28,600

909,062

TOTAL SOUTH AFRICA

8,329,963

Spain - 1.4%

Banco Bilbao Vizcaya Argentaria SA sponsored ADR

194,128

1,611,262

Grifols SA (a)

1,546

53,623

Inditex SA

8,110

1,034,779

Common Stocks - continued

Shares

Value

Spain - continued

Prosegur Compania de Seguridad SA (Reg.)

96,376

$ 524,655

Repsol YPF SA

42,765

854,728

TOTAL SPAIN

4,079,047

Sweden - 1.5%

ASSA ABLOY AB (B Shares)

19,600

653,343

Fagerhult AB

11,100

274,450

H&M Hennes & Mauritz AB (B Shares)

33,386

1,129,997

Intrum Justitia AB

23,463

339,587

Svenska Handelsbanken AB (A Shares)

32,600

1,116,664

Swedish Match Co. AB

25,950

884,183

TOTAL SWEDEN

4,398,224

Switzerland - 6.9%

Holcim Ltd. (Reg.)

13,460

918,483

Nestle SA

105,629

6,703,182

Roche Holding AG (participation certificate)

28,367

5,455,309

Schindler Holding AG:

(participation certificate)

3,536

465,873

(Reg.)

820

106,099

Swatch Group AG (Bearer)

1,230

509,011

Swisscom AG

1,648

684,646

Syngenta AG (Switzerland)

3,135

1,222,304

UBS AG (NY Shares)

169,037

2,538,936

Zehnder Group AG

993

58,484

Zurich Financial Services AG

6,802

1,676,215

TOTAL SWITZERLAND

20,338,542

Taiwan - 3.7%

Chinatrust Financial Holding Co. Ltd.

2,114

1,165

Chroma ATE, Inc.

264,116

502,734

CTCI Corp.

248,000

493,283

Delta Electronics, Inc.

229,000

782,410

E Sun Financial Holdings Co. Ltd.

1,187,350

595,504

Motech Industries, Inc. (a)

458,000

352,790

Powertech Technology, Inc.

358,000

556,426

President Chain Store Corp.

126,000

623,314

SIMPLO Technology Co. Ltd.

88,300

435,303

St. Shine Optical Co. Ltd.

57,000

743,478

Synnex Technology International Corp.

286,000

605,094

Taiwan Hon Chuan Enterprise Co. Ltd.

258,000

549,387

Taiwan Mobile Co. Ltd.

219,000

764,738

Taiwan Semiconductor Manufacturing Co. Ltd.

444,035

1,353,117

Common Stocks - continued

Shares

Value

Taiwan - continued

Unified-President Enterprises Corp.

684,800

$ 1,209,712

Wistron Corp.

540,000

518,555

WPG Holding Co. Ltd.

558,000

674,338

TOTAL TAIWAN

10,761,348

Turkey - 1.2%

Albaraka Turk Katilim Bankasi A/S

89,303

70,745

Anadolu Efes Biracilik Ve Malt Sanayii A/S

73,000

1,095,509

Boyner Buyuk Magazacilik A/S (a)

42,049

96,648

Coca-Cola Icecek A/S

39,789

772,473

Enka Insaat ve Sanayi A/S

224,680

596,640

Turkiye Garanti Bankasi A/S

121,500

580,218

Turkiye Petrol Rafinerile A/S

15,313

374,175

TOTAL TURKEY

3,586,408

United Arab Emirates - 0.2%

First Gulf Bank PJSC

214,355

609,858

United Kingdom - 16.8%

AMEC PLC

3,189

54,550

Anglo American PLC (United Kingdom)

12,500

383,871

Babcock International Group PLC

40,500

639,190

Barclays PLC

409,903

1,515,713

Bellway PLC

6,228

101,610

Berendsen PLC

5,246

47,662

BG Group PLC

113,677

2,105,046

BHP Billiton PLC

67,335

2,158,171

BHP Billiton PLC ADR

26,900

1,721,062

BP PLC sponsored ADR

42,587

1,826,556

British American Tobacco PLC (United Kingdom)

17,153

850,782

British Land Co. PLC

85,777

731,564

Britvic PLC

13,800

79,993

Bunzl PLC

43,757

723,782

Centrica PLC

199,975

1,045,902

Compass Group PLC

94,000

1,031,509

Dechra Pharmaceuticals PLC

8,600

85,629

Derwent London PLC

1,800

59,896

Elementis PLC

12,790

43,199

GlaxoSmithKline PLC sponsored ADR

79,097

3,551,455

Great Portland Estates PLC

15,772

119,014

H&T Group PLC

7,014

32,542

HSBC Holdings PLC sponsored ADR

61,131

3,017,426

Imperial Tobacco Group PLC

12,777

482,482

Common Stocks - continued

Shares

Value

United Kingdom - continued

InterContinental Hotel Group PLC ADR

42,777

$ 1,053,170

Johnson Matthey PLC

23,377

848,427

Kingfisher PLC

116,601

544,737

Legal & General Group PLC

464,777

1,005,045

Meggitt PLC

25,298

157,583

National Grid PLC

139,691

1,593,114

Next PLC

9,400

540,935

Persimmon PLC

6,137

78,733

Prudential PLC

68,427

939,749

PZ Cussons PLC Class L

157,519

860,454

Reckitt Benckiser Group PLC

22,851

1,382,843

Reed Elsevier PLC

107,134

1,047,698

Rexam PLC

59,209

426,815

Rolls-Royce Group PLC

67,452

930,129

Rolls-Royce Group PLC Class C

5,126,352

8,273

Rotork PLC

18,503

680,193

Royal Dutch Shell PLC Class A sponsored ADR

76,315

5,226,051

SABMiller PLC

31,063

1,330,646

Scottish & Southern Energy PLC

50,824

1,187,609

Serco Group PLC

68,159

623,102

Shaftesbury PLC

40,537

358,483

Spectris PLC

4,170

116,283

Spirax-Sarco Engineering PLC

5,404

168,746

Standard Chartered PLC (United Kingdom)

73,695

1,740,472

Ted Baker PLC

3,775

57,751

Ultra Electronics Holdings PLC

4,101

112,043

Unite Group PLC

91,702

418,943

Victrex PLC

4,718

108,495

Vodafone Group PLC sponsored ADR

127,532

3,471,421

TOTAL UNITED KINGDOM

49,426,549

United States of America - 5.6%

Allergan, Inc.

6,500

584,480

Amazon.com, Inc. (a)

2,399

558,535

ANSYS, Inc. (a)

500

35,440

Autoliv, Inc.

16,910

974,016

Berkshire Hathaway, Inc. Class B (a)

9,945

858,751

BorgWarner, Inc. (a)

8,997

592,183

BPZ Energy, Inc. (a)

9,388

27,037

Broadridge Financial Solutions, Inc.

1,990

45,671

CME Group, Inc.

6,400

357,952

Cummins, Inc.

3,300

308,814

Common Stocks - continued

Shares

Value

United States of America - continued

Cymer, Inc. (a)

6,083

$ 484,754

Dril-Quip, Inc. (a)

1,210

83,805

Evercore Partners, Inc. Class A

1,860

51,894

FMC Technologies, Inc. (a)

10,803

441,843

Freeport-McMoRan Copper & Gold, Inc.

6,100

237,168

Greenhill & Co., Inc.

1,270

60,604

Kansas City Southern

1,420

114,253

Martin Marietta Materials, Inc.

3,690

303,724

MasterCard, Inc. Class A

3,609

1,663,496

Mead Johnson Nutrition Co. Class A

14,000

863,240

Mohawk Industries, Inc. (a)

6,805

568,013

National Oilwell Varco, Inc.

8,900

655,930

Oceaneering International, Inc.

1,680

87,914

Philip Morris International, Inc.

21,100

1,868,616

PriceSmart, Inc.

6,850

568,482

ResMed, Inc.

15,140

604,692

Solera Holdings, Inc.

7,202

337,126

SS&C Technologies Holdings, Inc. (a)

11,854

284,852

Union Pacific Corp.

7,900

971,937

Virgin Media, Inc.

22,733

746,914

Visa, Inc. Class A

9,301

1,290,607

TOTAL UNITED STATES OF AMERICA

16,632,743

TOTAL COMMON STOCKS

(Cost $273,143,791)


288,268,394

Nonconvertible Preferred Stocks - 0.5%

 

 

 

 

Brazil - 0.0%

Banco ABC Brasil SA

13,794

78,375

Germany - 0.5%

ProSiebenSat.1 Media AG

20,800

579,638

Volkswagen AG

4,434

917,242

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $1,351,389)


1,575,255

Money Market Funds - 2.1%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)
(Cost $6,092,586)

6,092,586

$ 6,092,586

TOTAL INVESTMENT PORTFOLIO - 100.5%

(Cost $280,587,766)

295,936,235

NET OTHER ASSETS (LIABILITIES) - (0.5)%

(1,370,438)

NET ASSETS - 100%

$ 294,565,797

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

$ 6,990

Fidelity Securities Lending Cash Central Fund

151,487

Total

$ 158,477

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 30,059,832

$ 28,553,663

$ 1,506,169

$ -

Consumer Staples

41,431,676

36,196,531

5,235,145

-

Energy

22,006,300

18,060,766

3,945,534

-

Financials

63,247,920

56,727,668

6,520,252

-

Health Care

29,781,563

25,718,840

4,062,723

-

Industrials

36,211,061

33,899,326

2,311,735

-

Information Technology

18,619,115

17,265,998

1,353,117

-

Materials

25,475,141

21,158,812

4,316,329

-

Telecommunication Services

12,064,291

11,515,553

548,738

-

Utilities

10,946,750

9,353,636

1,593,114

-

Money Market Funds

6,092,586

6,092,586

-

-

Total Investments in Securities:

$ 295,936,235

$ 264,543,379

$ 31,392,856

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 19,846,441

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $274,495,180)

$ 289,843,649

 

Fidelity Central Funds (cost $6,092,586)

6,092,586

 

Total Investments (cost $280,587,766)

 

$ 295,936,235

Foreign currency held at value (cost $23,243)

23,223

Receivable for investments sold

526,923

Receivable for fund shares sold

122,914

Dividends receivable

650,136

Distributions receivable from Fidelity Central Funds

4,446

Receivable from investment adviser for expense reductions

1,586

Other receivables

26,309

Total assets

297,291,772

 

 

 

Liabilities

Payable to custodian bank

$ 472,489

Payable for investments purchased

806,751

Payable for fund shares redeemed

1,068,841

Accrued management fee

194,059

Distribution and service plan fees payable

4,561

Other affiliated payables

48,559

Other payables and accrued expenses

130,715

Total liabilities

2,725,975

 

 

 

Net Assets

$ 294,565,797

Net Assets consist of:

 

Paid in capital

$ 297,394,209

Undistributed net investment income

5,300,982

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(23,430,376)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

15,300,982

Net Assets

$ 294,565,797

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2012

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($5,766,838 ÷ 789,026 shares)

$ 7.31

 

 

 

Maximum offering price per share (100/94.25 of $7.31)

$ 7.76

Class T:
Net Asset Value
and redemption price per share ($2,348,287 ÷ 318,734 shares)

$ 7.37

 

 

 

Maximum offering price per share (100/96.50 of $7.37)

$ 7.64

Class B:
Net Asset Value
and offering price per share ($219,813 ÷ 30,007 shares)A

$ 7.33

 

 

 

Class C:
Net Asset Value
and offering price per share ($2,737,321 ÷ 374,276 shares)A

$ 7.31

 

 

 

Total International Equity:
Net Asset Value
, offering price and redemption price per share ($281,979,071 ÷ 38,522,819 shares)

$ 7.32

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,514,467 ÷ 207,475 shares)

$ 7.30

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, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 9,170,980

Interest

 

243

Income from Fidelity Central Funds

 

158,477

Income before foreign taxes withheld

 

9,329,700

Less foreign taxes withheld

 

(704,106)

Total income

 

8,625,594

 

 

 

Expenses

Management fee
Basic fee

$ 1,851,948

Performance adjustment

105,713

Transfer agent fees

404,702

Distribution and service plan fees

44,605

Accounting and security lending fees

136,093

Custodian fees and expenses

312,577

Independent trustees' compensation

1,628

Registration fees

155,663

Audit

90,778

Legal

1,181

Interest

212

Miscellaneous

1,695

Total expenses before reductions

3,106,795

Expense reductions

(96,572)

3,010,223

Net investment income (loss)

5,615,371

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

9,404,014

Foreign currency transactions

(263,621)

Total net realized gain (loss)

 

9,140,393

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $35,138)

20,557,485

Assets and liabilities in foreign currencies

(20,296)

Total change in net unrealized appreciation (depreciation)

 

20,537,189

Net gain (loss)

29,677,582

Net increase (decrease) in net assets resulting from operations

$ 35,292,953

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 5,615,371

$ 1,864,848

Net realized gain (loss)

9,140,393

(8,998,027)

Change in net unrealized appreciation (depreciation)

20,537,189

(8,597,909)

Net increase (decrease) in net assets resulting
from operations

35,292,953

(15,731,088)

Distributions to shareholders from net investment income

(1,867,192)

(953,041)

Distributions to shareholders from net realized gain

-

(220,294)

Total distributions

(1,867,192)

(1,173,335)

Share transactions - net increase (decrease)

122,647,348

86,742,563

Redemption fees

3,128

14,195

Total increase (decrease) in net assets

156,076,237

69,852,335

 

 

 

Net Assets

Beginning of period

138,489,560

68,637,225

End of period (including undistributed net investment income of $5,300,982 and undistributed net investment income of $1,552,849, respectively)

$ 294,565,797

$ 138,489,560

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 6.67

$ 7.36

$ 6.40

$ 4.90

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .13

  .11

  .08

  .06

  .11

Net realized and unrealized gain (loss)

  .59

  (.69)

  .95

  1.55

  (5.21)

Total from investment operations

  .72

  (.58)

  1.03

  1.61

  (5.10)

Distributions from net investment income

  (.08)

  (.09)

  (.04)

  (.11)

  -

Distributions from net realized gain

  -

  (.02)

  (.03)

  -

  -

Total distributions

  (.08)

  (.11)

  (.07)

  (.11)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.31

$ 6.67

$ 7.36

$ 6.40

$ 4.90

Total Return A, B

  10.88%

  (8.03)%

  16.17%

  33.87%

  (51.00)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  1.57%

  1.73%

  2.02%

  2.09%

  2.00%

Expenses net of fee waivers, if any

  1.45%

  1.45%

  1.50%

  1.50%

  1.50%

Expenses net of all reductions

  1.42%

  1.42%

  1.47%

  1.47%

  1.48%

Net investment income (loss)

  1.88%

  1.44%

  1.15%

  1.13%

  1.35%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,767

$ 4,307

$ 5,029

$ 3,727

$ 5,944

Portfolio turnover rate E

  110%

  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,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 6.73

$ 7.41

$ 6.40

$ 4.88

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .11

  .09

  .06

  .04

  .09

Net realized and unrealized gain (loss)

  .59

  (.68)

  .95

  1.57

  (5.21)

Total from investment operations

  .70

  (.59)

  1.01

  1.61

  (5.12)

Distributions from net investment income

  (.06)

  (.07)

  -

  (.09)

  -

Distributions from net realized gain

  -

  (.02)

  -

  -

  -

Total distributions

  (.06)

  (.09)

  -

  (.09)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.37

$ 6.73

$ 7.41

$ 6.40

$ 4.88

Total Return A, B

  10.52%

  (8.08)%

  15.78%

  33.74%

  (51.20)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  1.84%

  2.02%

  2.31%

  2.34%

  2.42%

Expenses net of fee waivers, if any

  1.70%

  1.70%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.67%

  1.67%

  1.72%

  1.72%

  1.73%

Net investment income (loss)

  1.63%

  1.19%

  .90%

  .88%

  1.10%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,348

$ 997

$ 1,004

$ 1,526

$ 2,567

Portfolio turnover rate E

  110%

  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,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 6.68

$ 7.37

$ 6.39

$ 4.86

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .05

  .03

  .02

  .05

Net realized and unrealized gain (loss)

  .59

  (.68)

  .95

  1.56

  (5.19)

Total from investment operations

  .67

  (.63)

  .98

  1.58

  (5.14)

Distributions from net investment income

  (.02)

  (.04)

  -

  (.05)

  -

Distributions from net realized gain

  -

  (.02)

  -

  -

  -

Total distributions

  (.02)

  (.06)

  -

  (.05)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.33

$ 6.68

$ 7.37

$ 6.39

$ 4.86

Total Return A, B

  10.05%

  (8.66)%

  15.34%

  32.95%

  (51.40)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  2.34%

  2.51%

  2.81%

  2.82%

  2.92%

Expenses net of fee waivers, if any

  2.20%

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.17%

  2.22%

  2.22%

  2.24%

Net investment income (loss)

  1.13%

  .69%

  .40%

  .38%

  .60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 220

$ 254

$ 327

$ 1,337

$ 2,505

Portfolio turnover rate E

  110%

  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,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 6.67

$ 7.36

$ 6.39

$ 4.86

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .05

  .03

  .02

  .05

Net realized and unrealized gain (loss)

  .58

  (.69)

  .94

  1.56

  (5.19)

Total from investment operations

  .66

  (.64)

  .97

  1.58

  (5.14)

Distributions from net investment income

  (.02)

  (.03)

  -

  (.05)

  -

Distributions from net realized gain

  -

  (.02)

  -

  -

  -

Total distributions

  (.02)

  (.05)

  -

  (.05)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.31

$ 6.67

$ 7.36

$ 6.39

$ 4.86

Total Return A, B

  9.98%

  (8.72)%

  15.18%

  33.10%

  (51.40)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  2.31%

  2.51%

  2.80%

  2.85%

  2.92%

Expenses net of fee waivers, if any

  2.20%

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.17%

  2.22%

  2.22%

  2.23%

Net investment income (loss)

  1.13%

  .69%

  .40%

  .38%

  .60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,737

$ 1,396

$ 1,423

$ 1,714

$ 2,787

Portfolio turnover rate E

  110%

  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,

2012

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 6.69

$ 7.37

$ 6.41

$ 4.91

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .15

  .12

  .09

  .07

  .13

Net realized and unrealized gain (loss)

  .58

  (.68)

  .96

  1.55

  (5.21)

Total from investment operations

  .73

  (.56)

  1.05

  1.62

  (5.08)

Distributions from net investment income

  (.10)

  (.10)

  (.06)

  (.12)

  (.01)

Distributions from net realized gain

  -

  (.02)

  (.03)

  -

  -

Total distributions

  (.10)

  (.12)

  (.09)

  (.12)

  (.01)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.32

$ 6.69

$ 7.37

$ 6.41

$ 4.91

Total Return A

  11.03%

  (7.70)%

  16.45%

  34.23%

  (50.87)%

Ratios to Average Net Assets C, F

 

 

 

 

Expenses before reductions

  1.16%

  1.42%

  1.79%

  1.87%

  1.89%

Expenses net of fee waivers, if any

  1.16%

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.13%

  1.17%

  1.22%

  1.22%

  1.23%

Net investment income (loss)

  2.16%

  1.69%

  1.40%

  1.38%

  1.60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 281,979

$ 131,338

$ 60,826

$ 33,061

$ 23,226

Portfolio turnover rate D

  110%

  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,

2012

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 6.67

$ 7.35

$ 6.41

$ 4.91

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .14

  .12

  .10

  .07

  .13

Net realized and unrealized gain (loss)

  .59

  (.68)

  .95

  1.55

  (5.21)

Total from investment operations

  .73

  (.56)

  1.05

  1.62

  (5.08)

Distributions from net investment income

  (.10)

  (.10)

  (.08)

  (.12)

  (.01)

Distributions from net realized gain

  -

  (.02)

  (.03)

  -

  -

Total distributions

  (.10)

  (.12)

  (.11)

  (.12)

  (.01)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.30

$ 6.67

$ 7.35

$ 6.41

$ 4.91

Total Return A

  11.06%

  (7.72)%

  16.48%

  34.23%

  (50.87)%

Ratios to Average Net Assets C, F

 

 

 

 

Expenses before reductions

  1.27%

  1.48%

  1.82%

  1.80%

  1.91%

Expenses net of fee waivers, if any

  1.20%

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.17%

  1.17%

  1.23%

  1.22%

  1.23%

Net investment income (loss)

  2.13%

  1.69%

  1.40%

  1.38%

  1.60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,514

$ 197

$ 28

$ 1,308

$ 2,733

Portfolio turnover rate D

  110%

  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, 2012

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. 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income 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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 27,195,779

Gross unrealized depreciation

(13,448,638)

Net unrealized appreciation (depreciation) on securities and other investments

$ 13,747,141

 

 

Tax Cost

$ 282,189,094

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 14,696,955

Undistributed long-term capital gain

$ 309,806

Capital loss carryforward

$ (31,534,827)

Net unrealized appreciation (depreciation)

$ 13,734,792

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (6,969,886)

2017

(15,708,944)

2019

(8,855,997)

Total capital loss carryforward

$ (31,534,827)

As a result of a large subscription in December 2011, the Fund had an "ownership change" under the Internal Revenue Code, which limits capital losses that will be available to offset future capital gains to approximately $4,535,766 per year plus certain gains in the Fund existing at the time of the ownership change. As a result, at least $1,623,551 of the Fund's capital loss carryforward will expire unused and is not included in the capital loss carryforward amounts disclosed above.

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 1,867,192

$ 1,173,335

Annual Report

Notes to Financial Statements - continued

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 December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $402,947,967 and $277,094,245, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Total International Equity as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .75% 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

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%

$ 12,621

$ 968

Class T

.25%

.25%

6,560

86

Class B

.75%

.25%

2,453

1,851

Class C

.75%

.25%

22,971

2,990

 

 

 

$ 44,605

$ 5,895

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 3,215

Class T

893

Class B*

362

Class C*

249

 

$ 4,719

* 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

5. 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

$ 15,172

.30

Class T

4,212

.32

Class B

743

.30

Class C

6,965

.30

Total International Equity

375,719

.15

Institutional Class

1,891

.29

 

$ 404,702

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $1,696 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 6,692,667

.38%

$ 212

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which

Annual Report

6. Committed Line of Credit - continued

amounted to $670 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. 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 $151,487. 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, 2013. 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%

$ 5,921

Class T

1.70%

1,880

Class B

2.20%

335

Class C

2.20%

2,543

Institutional Class

1.20%

416

 

 

$ 11,095

Annual Report

Notes to Financial Statements - continued

8. Expense Reductions - continued

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 $85,477 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 48,329

$ 61,018

Class T

9,062

9,414

Class B

714

1,488

Class C

4,731

6,263

Total International Equity

1,801,469

873,280

Institutional Class

2,887

1,578

Total

$ 1,867,192

$ 953,041

 

From net realized gain

 

 

Class A

$ -

$ 16,196

Class T

-

3,213

Class B

-

1,016

Class C

-

4,485

Total International Equity

-

195,026

Institutional Class

-

358

Total

$ -

$ 220,294

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

388,955

231,083

$ 2,677,369

$ 1,708,687

Reinvestment of distributions

7,157

10,039

46,237

74,076

Shares redeemed

(252,362)

(279,366)

(1,699,392)

(2,035,449)

Net increase (decrease)

143,750

(38,244)

$ 1,024,214

$ (252,686)

Class T

 

 

 

 

Shares sold

207,939

37,121

$ 1,463,372

$ 276,509

Reinvestment of distributions

1,377

1,678

8,993

12,524

Shares redeemed

(38,757)

(25,970)

(259,817)

(191,826)

Net increase (decrease)

170,559

12,829

$ 1,212,548

$ 97,207

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class B

 

 

 

 

Shares sold

4,797

3,282

$ 32,306

$ 24,631

Reinvestment of distributions

108

331

705

2,469

Shares redeemed

(12,955)

(9,973)

(88,815)

(73,676)

Net increase (decrease)

(8,050)

(6,360)

$ (55,804)

$ (46,576)

Class C

 

 

 

 

Shares sold

258,694

66,879

$ 1,733,640

$ 498,161

Reinvestment of distributions

710

1,425

4,622

10,610

Shares redeemed

(94,222)

(52,554)

(638,538)

(388,669)

Net increase (decrease)

165,182

15,750

$ 1,099,724

$ 120,102

Total International Equity

 

 

 

 

Shares sold

32,478,543

16,784,298

$ 209,916,522

$ 125,543,898

Reinvestment of distributions

266,160

135,624

1,719,395

1,000,533

Shares redeemed

(13,867,286)

(5,532,363)

(93,416,780)

(39,913,646)

Net increase (decrease)

18,877,417

11,387,559

$ 118,219,137

$ 86,630,785

Institutional Class

 

 

 

 

Shares sold

198,611

26,909

$ 1,289,078

$ 202,383

Reinvestment of distributions

448

263

2,887

1,936

Shares redeemed

(21,161)

(1,422)

(144,436)

(10,588)

Net increase (decrease)

177,898

25,750

$ 1,147,529

$ 193,731

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, a shareholder of record owned approximately 65% 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 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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Total International Equity Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the 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 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Total International Equity 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

12/10/12

12/07/12

$0.148

$0.245

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2012 $309,806, or, if subsequently determined to be different, the net capital gain of such year.

Institutional Class designates 4% of the dividends distributed in December 2011 as indicated in the Corporate Qualifying memo distributed by the Tax department, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class designates 100% of the dividends distributed in December during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/05/11

$0.078

$0.0107

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, 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.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, 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 and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom 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

iei1026211

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 third quartile for the one-year period and the second quartile for the three-year period. The Board also noted that the investment performance of the fund was lower than its benchmark for the one-year period, although the three-year cumulative 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 noted that there were portfolio management changes for the fund in February 2012 and September 2011. 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 (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 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked 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

iei1026213

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 2011. 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 and the retail class ranked below its competitive median for 2011, the total expense ratio of Class B ranked equal to its competitive median for 2011, and the total expense ratio of each of Class T, Class C, and Institutional Class ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class B, Class C, Institutional Class, and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.45%, 1.70%, 2.20%, 2.20%, 1.20% and 1.20% through December 31, 2012.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

Annual Report

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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

Smithfield, RI

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

(Fidelity Investment logo)(registered trademark)

ATIEI-UANN-1212
1.853356.104

Fidelity®

Total International Equity
Fund

Annual Report

October 31, 2012

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2012 FMR LLC. All rights reserved.

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


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2012

Past 1
year

Life of
fund
A

  Fidelity® Total International Equity Fund

11.03%

-4.68%

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.

tie803990

Annual Report


Management's Discussion of Fund Performance

Market Recap: International stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a modest advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind, foreign developed- and emerging-markets stocks still managed a gain for the 12 months, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gains, advancing roughly 11%. A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which also helped the region outpace the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of the MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

Comments from Alex Zavratsky, Co-Portfolio Manager of Fidelity® Total International Equity Fund: For the year, the fund's Retail Class shares gained 11.03%, significantly outpacing the MSCI index. The fund benefited from security selection in emerging markets - especially Brazil, South Korea, and Chile - and Japan. Good positioning in Europe overcame negative stock selection, specifically in Germany. An out-of-benchmark allocation to U.S. stocks also added, notably credit card network Visa. Conversely, stock picking in Canada modestly hurt. In sector terms, security selection helped in industrials, as did positioning in materials and health care. The top individual contributor was Belgian brewer Anheuser-Busch InBev, while, in health care, Denmark's Novo Nordisk and Australian biotechnology company CSL added value. Not owning Telefonica, a poor-performing Spanish telecom provider and benchmark component, also helped. In contrast, untimely ownership of South Korean electronics maker Samsung Electronics hurt, as did not owning Diageo, a strong-performing U.K.-based spirits company and benchmark component. An overweighting in Repsol, a Spain-based integrated oil and gas company, also detracted. Samsung was not held 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012 to
October 31, 2012

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,045.80

$ 7.46

HypotheticalA

 

$ 1,000.00

$ 1,017.85

$ 7.35

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,043.90

$ 8.73

HypotheticalA

 

$ 1,000.00

$ 1,016.59

$ 8.62

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,042.70

$ 11.30

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,041.30

$ 11.29

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

Total International Equity

1.14%

 

 

 

Actual

 

$ 1,000.00

$ 1,047.20

$ 5.87

HypotheticalA

 

$ 1,000.00

$ 1,019.41

$ 5.79

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,047.30

$ 6.18

HypotheticalA

 

$ 1,000.00

$ 1,019.10

$ 6.09

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

tie803992

United Kingdom 16.8%

 

tie803994

Japan 10.8%

 

tie803996

United States of America 7.2%

 

tie803998

Switzerland 6.9%

 

tie804000

Germany 5.1%

 

tie804002

France 5.0%

 

tie804004

Australia 4.8%

 

tie804006

Taiwan 3.7%

 

tie804008

Korea (South) 2.9%

 

jmcw

Other 36.8%

 

tie804012

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

tie803992

United Kingdom 18.1%

 

tie803994

Japan 13.5%

 

tie803996

Switzerland 7.0%

 

tie803998

United States of America 6.4%

 

tie804000

Germany 5.7%

 

tie804002

Australia 4.4%

 

tie804004

France 4.3%

 

tie804006

Taiwan 3.0%

 

tie804008

India 2.6%

 

jmcw

Other 35.0%

 

tie804024

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

98.4

98.8

Short-Term Investments and Net Other Assets (Liabilities)

1.6

1.2

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

2.3

2.4

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

1.8

2.2

Royal Dutch Shell PLC Class A sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

1.8

2.2

Sanofi SA (France, Pharmaceuticals)

1.4

1.4

BHP Billiton PLC (United Kingdom, Metals & Mining)

1.3

1.0

GlaxoSmithKline PLC sponsored ADR (United Kingdom, Pharmaceuticals)

1.2

1.6

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

1.2

1.4

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.2

1.0

HSBC Holdings PLC sponsored ADR (United Kingdom, Commercial Banks)

1.0

0.9

Commonwealth Bank of Australia (Australia, Commercial Banks)

1.0

1.0

 

14.2

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.4

19.8

Consumer Staples

14.4

14.7

Industrials

12.2

11.7

Consumer Discretionary

10.2

11.6

Health Care

9.8

10.6

Materials

8.7

7.4

Energy

7.4

7.6

Information Technology

6.3

6.0

Telecommunication Services

4.1

5.4

Utilities

3.9

4.0

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 97.9%

Shares

Value

Australia - 4.8%

Australia & New Zealand Banking Group Ltd.

91,182

$ 2,408,879

Coca-Cola Amatil Ltd.

58,234

813,050

Commonwealth Bank of Australia

47,936

2,873,638

CSL Ltd.

35,275

1,739,318

Newcrest Mining Ltd.

19,905

546,107

Origin Energy Ltd.

38,131

449,650

Ramsay Health Care Ltd.

2,082

51,351

Sydney Airport unit

284,317

1,000,509

Telstra Corp. Ltd.

234,394

1,007,315

Transurban Group unit

73,700

465,146

Westfield Group unit

112,623

1,246,243

Woodside Petroleum Ltd.

18,232

651,045

Woolworths Ltd.

14,358

438,336

WorleyParsons Ltd.

22,067

565,107

TOTAL AUSTRALIA

14,255,694

Austria - 0.4%

Andritz AG

18,358

1,105,741

Zumtobel AG

5,000

53,421

TOTAL AUSTRIA

1,159,162

Bailiwick of Jersey - 0.8%

Atrium European Real Estate Ltd.

134,051

757,725

Informa PLC

52,073

336,299

Randgold Resources Ltd. sponsored ADR

6,760

808,428

Wolseley PLC

13,367

584,358

TOTAL BAILIWICK OF JERSEY

2,486,810

Belgium - 1.6%

Anheuser-Busch InBev SA NV

40,471

3,384,637

Gimv NV

1,703

82,312

KBC Groupe SA

9,918

232,808

Umicore SA

19,051

977,718

TOTAL BELGIUM

4,677,475

Bermuda - 2.0%

Cheung Kong Infrastructure Holdings Ltd.

70,000

410,062

First Pacific Co. Ltd.

764,000

850,745

GP Investments Ltd. (depositary receipt) (a)

12,300

28,403

Lazard Ltd. Class A

8,770

258,364

Li & Fung Ltd.

234,000

392,514

Pacific Basin Shipping Ltd.

1,704,000

912,459

Texwinca Holdings Ltd.

860,000

684,667

Common Stocks - continued

Shares

Value

Bermuda - continued

Trinity Ltd.

964,000

$ 675,418

Vtech Holdings Ltd.

65,900

782,717

Yue Yuen Industrial (Holdings) Ltd.

222,000

766,253

TOTAL BERMUDA

5,761,602

Brazil - 2.4%

Arezzo Industria e Comercio SA

15,600

278,427

Banco Bradesco SA

123,000

1,618,764

Banco Pine SA

7,106

49,681

Duratex SA

98,200

683,177

Iguatemi Empresa de Shopping Centers SA

20,600

261,677

LPS Brasil Consultoria de Imoveis SA

30,100

517,215

Multiplan Empreendimentos Imobiliarios SA

16,100

471,653

Oi SA

123,916

585,704

Porto Seguro SA

73,000

776,347

Tractebel Energia SA

51,300

884,026

Weg SA

63,000

723,660

TOTAL BRAZIL

6,850,331

British Virgin Islands - 0.0%

Gem Diamonds Ltd. (a)

10,228

27,853

Canada - 0.9%

Agnico-Eagle Mines Ltd. (Canada)

6,440

363,606

Baytex Energy Corp.

700

31,855

Copper Mountain Mining Corp. (a)

6,600

26,697

Eldorado Gold Corp.

3,800

56,158

Fairfax Financial Holdings Ltd. (sub. vtg.)

705

261,536

First Quantum Minerals Ltd.

10,585

237,931

Goldcorp, Inc.

12,994

587,413

Open Text Corp. (a)

5,150

276,798

Painted Pony Petroleum Ltd. Class A (a)

3,200

34,603

Pason Systems, Inc.

3,700

60,274

Petrominerales Ltd.

3,125

25,063

Suncor Energy, Inc.

17,300

580,622

TAG Oil Ltd. (a)

4,700

32,941

TOTAL CANADA

2,575,497

Cayman Islands - 1.8%

ASM Pacific Technology Ltd.

53,400

595,320

Baidu.com, Inc. sponsored ADR (a)

3,500

373,170

ENN Energy Holdings Ltd.

122,000

507,674

Common Stocks - continued

Shares

Value

Cayman Islands - continued

Haitian International Holdings Ltd.

512,000

$ 632,233

Kingboard Chemical Holdings Ltd.

213,000

633,499

Lee & Man Paper Manufacturing Ltd.

1,489,000

781,960

Sands China Ltd.

290,600

1,093,024

Vantage Drilling Co. (a)

15,200

27,968

Yingde Gases Group Co. Ltd.

750,500

711,760

TOTAL CAYMAN ISLANDS

5,356,608

Chile - 2.1%

Cencosud SA

120,432

657,289

Compania Cervecerias Unidas SA sponsored ADR

11,400

808,602

Embotelladora Andina SA sponsored ADR

18,600

704,568

Inversiones Aguas Metropolitanas SA

437,696

814,170

Isapre CruzBlanca SA

637,596

834,580

Parque Arauco SA

402,367

919,051

Quinenco SA

315,548

898,474

Sociedad Matriz SAAM SA

4,670,971

546,071

TOTAL CHILE

6,182,805

China - 1.1%

China BlueChemical Ltd. (H Shares)

1,336,000

846,415

China Oilfield Services Ltd. (H Shares)

430,000

815,608

China Shipping Development Co. Ltd. (H Shares)

1,472,000

773,032

Dongfeng Motor Group Co. Ltd. (H Shares)

544,000

673,854

TOTAL CHINA

3,108,909

Colombia - 0.3%

BanColombia SA sponsored ADR

11,500

736,230

Curacao - 0.2%

Schlumberger Ltd.

8,600

597,958

Denmark - 0.9%

Novo Nordisk A/S Series B sponsored ADR

15,200

2,436,408

William Demant Holding A/S (a)

4,110

353,488

TOTAL DENMARK

2,789,896

Finland - 0.8%

Nokian Tyres PLC

29,202

1,211,206

Outotec Oyj

6,412

312,241

Sampo OYJ (A Shares)

27,199

852,441

TOTAL FINLAND

2,375,888

Common Stocks - continued

Shares

Value

France - 5.0%

Alstom SA

22,162

$ 756,911

Arkema SA

7,560

689,254

Atos Origin SA

10,510

705,784

BNP Paribas SA

42,351

2,130,407

Compagnie de St. Gobain

16,600

585,022

Danone SA

20,380

1,252,757

GDF Suez

39,743

912,036

Laurent-Perrier Group

859

73,261

Pernod Ricard SA

5,500

591,906

PPR SA

3,083

542,062

Remy Cointreau SA

5,281

547,734

Safran SA

15,114

601,315

Saft Groupe SA

2,629

58,457

Sanofi SA

46,258

4,062,723

Schneider Electric SA

6,245

390,436

Unibail-Rodamco

2,908

655,276

Vetoquinol SA

1,200

40,129

Virbac SA

520

90,653

TOTAL FRANCE

14,686,123

Germany - 4.6%

Allianz AG

15,953

1,978,008

alstria office REIT-AG

5,100

61,595

BASF AG

8,181

677,901

Bayer AG

24,293

2,115,637

Bilfinger Berger AG

1,167

114,187

CompuGROUP Holding AG

3,446

62,531

CTS Eventim AG

4,250

126,148

Daimler AG (Germany)

22,353

1,043,747

Deutsche Post AG

40,282

798,575

Fielmann AG

1,079

105,031

Fresenius SE & Co. KGaA

5,800

661,555

HeidelbergCement Finance AG

10,700

567,095

Linde AG

13,449

2,261,792

RWE AG

23,200

1,060,142

Siemens AG

13,786

1,389,063

Siemens AG sponsored ADR

5,669

572,059

Software AG (Bearer)

1,959

78,485

TOTAL GERMANY

13,673,551

Hong Kong - 2.5%

Cathay Pacific Airways Ltd.

393,000

711,959

Common Stocks - continued

Shares

Value

Hong Kong - continued

Cheung Kong Holdings Ltd.

78,000

$ 1,152,380

China Insurance International Holdings Co. Ltd. (a)

608,800

1,043,201

China Merchant Holdings International Co. Ltd.

234,000

775,969

China Resources Enterprise Ltd.

284,000

923,452

China Resources Power Holdings Co. Ltd.

250,000

535,480

Dah Chong Hong Holdings Ltd.

687,000

647,992

Hopewell Holdings Ltd.

163,500

589,651

Hysan Development Co. Ltd.

28,000

123,741

Television Broadcasts Ltd.

129,000

961,252

TOTAL HONG KONG

7,465,077

Hungary - 0.2%

Richter Gedeon PLC

3,700

690,100

India - 2.4%

Bharti Airtel Ltd.

173,106

867,541

Cipla Ltd.

79,925

539,666

Container Corp. of India Ltd.

33,774

630,253

Housing Development Finance Corp. Ltd. (a)

94,893

1,344,516

Jyothy Laboratories Ltd.

24,138

79,563

Max India Ltd. (a)

171,991

773,888

Piramal Enterprises Ltd.

58,571

540,588

Punjab National Bank

51,513

730,982

Satyam Computer Services Ltd. (a)

418,989

850,360

Tata Power Co. Ltd.

427,422

842,451

TOTAL INDIA

7,199,808

Indonesia - 0.2%

PT Kalbe Farma Tbk

6,357,000

641,985

Ireland - 0.6%

CRH PLC sponsored ADR

31,200

581,880

Elan Corp. PLC sponsored ADR (a)

28,485

307,638

FBD Holdings PLC

2,500

31,270

James Hardie Industries NV:

CDI

1,000

9,581

sponsored ADR

16,845

810,076

TOTAL IRELAND

1,740,445

Israel - 0.1%

Azrieli Group

11,296

252,176

Common Stocks - continued

Shares

Value

Israel - continued

Ituran Location & Control Ltd.

4,361

$ 53,902

Strauss Group Ltd.

659

7,446

TOTAL ISRAEL

313,524

Italy - 1.6%

Azimut Holding SpA

7,614

96,419

ENI SpA

123,700

2,846,452

Fiat Industrial SpA

81,628

883,977

Interpump Group SpA

51,091

388,059

Saipem SpA

13,530

607,829

TOTAL ITALY

4,822,736

Japan - 10.8%

Aeon Credit Service Co. Ltd.

33,700

715,117

Air Water, Inc.

49,000

613,804

Aozora Bank Ltd.

158,000

445,321

Asahi Co. Ltd.

3,000

45,171

Astellas Pharma, Inc.

27,400

1,360,904

Autobacs Seven Co. Ltd.

11,900

488,194

Azbil Corp.

2,100

42,958

Chubu Electric Power Co., Inc.

36,200

373,201

Cosmos Pharmaceutical Corp.

400

39,434

Credit Saison Co. Ltd.

24,500

537,999

Daikoku Denki Co. Ltd.

1,000

25,304

Daikokutenbussan Co. Ltd.

3,800

120,812

Denso Corp.

64,500

2,019,109

Fanuc Corp.

7,700

1,225,943

Fast Retailing Co. Ltd.

3,400

757,259

FCC Co. Ltd.

5,500

98,866

Fields Corp.

2,000

28,761

GCA Savvian Group Corp.

44

52,251

Glory Ltd.

2,900

70,402

Goldcrest Co. Ltd.

3,280

49,346

Hitachi Ltd.

161,000

853,100

Honda Motor Co. Ltd.

50,100

1,506,169

INPEX Corp.

67

381,874

Itochu Corp.

60,800

608,533

Iwatsuka Confectionary Co. Ltd.

1,000

37,430

Japan Retail Fund Investment Corp.

257

468,414

Japan Tobacco, Inc.

53,900

1,489,458

JS Group Corp.

13,600

300,689

JSR Corp.

28,500

488,388

Common Stocks - continued

Shares

Value

Japan - continued

Kamigumi Co. Ltd.

7,000

$ 56,470

Keyence Corp.

4,321

1,146,421

Kobayashi Pharmaceutical Co. Ltd.

10,700

564,957

Kyoto Kimono Yuzen Co. Ltd.

3,800

45,935

Meiko Network Japan Co. Ltd.

3,700

37,542

Miraial Co. Ltd.

300

5,712

Mitsubishi Corp.

43,100

769,354

Mitsubishi Estate Co. Ltd.

47,000

929,638

Mitsui Fudosan Co. Ltd.

27,000

545,547

Nabtesco Corp.

3,600

67,012

Nagaileben Co. Ltd.

3,700

54,320

Nihon M&A Center, Inc.

4,000

120,005

Nihon Parkerizing Co. Ltd.

5,000

75,473

Nintendo Co. Ltd.

3,600

463,585

Nippon Seiki Co. Ltd.

6,000

57,648

Nippon Telegraph & Telephone Corp.

12,000

548,738

Nippon Thompson Co. Ltd.

14,000

48,403

NS Tool Co., Ltd.

1,600

27,258

Obic Co. Ltd.

310

63,802

ORIX Corp.

6,400

657,397

Osaka Securities Exchange Co. Ltd.

14

52,173

OSG Corp.

5,200

68,070

Santen Pharmaceutical Co. Ltd.

13,300

582,281

Seven & i Holdings Co., Ltd.

50,600

1,560,531

Seven Bank Ltd.

232,500

664,036

SHO-BOND Holdings Co. Ltd.

12,400

374,811

Shoei Co. Ltd.

3,900

21,251

SMC Corp.

2,200

346,687

Softbank Corp.

19,900

629,930

Sumitomo Mitsui Financial Group, Inc.

64,700

1,977,038

Sumitomo Realty & Development Co. Ltd.

20,000

552,173

The Nippon Synthetic Chemical Industry Co. Ltd.

10,000

65,640

Tocalo Co. Ltd.

2,000

29,037

Toyo Suisan Kaisha Ltd.

16,000

398,647

Tsutsumi Jewelry Co. Ltd.

1,200

27,523

Unicharm Corp.

10,100

546,561

USS Co. Ltd.

15,840

1,664,758

Yamato Kogyo Co. Ltd.

23,200

651,274

TOTAL JAPAN

31,741,849

Korea (South) - 2.9%

AMOREPACIFIC Corp.

595

676,682

Common Stocks - continued

Shares

Value

Korea (South) - continued

BS Financial Group, Inc.

91,770

$ 1,039,474

E-Mart Co. Ltd.

3,360

728,814

Kiwoom Securities Co. Ltd.

11,170

565,507

LG Corp.

21,485

1,312,368

LG Household & Health Care Ltd.

1,406

826,589

NICE Holdings Co. Ltd.

600

31,862

NICE Information Service Co. Ltd.

7,500

33,018

S1 Corp.

10,741

648,211

Samsung Fire & Marine Insurance Co. Ltd.

4,109

898,816

Shinsegae Co. Ltd.

4,287

766,715

Woongjin Coway Co. Ltd.

1,880

68,453

Yuhan Corp.

4,588

793,197

TOTAL KOREA (SOUTH)

8,389,706

Malaysia - 0.5%

Axiata Group Bhd

381,100

817,000

Top Glove Corp. Bhd

393,700

691,495

TOTAL MALAYSIA

1,508,495

Mexico - 0.5%

Bolsa Mexicana de Valores SA de CV

406,600

900,209

Urbi, Desarrollos Urbanos, SA de CV (a)

892,000

556,563

TOTAL MEXICO

1,456,772

Netherlands - 1.9%

Aalberts Industries NV

6,400

116,135

ASM International NV unit

2,250

71,370

ASML Holding NV

28,800

1,583,136

D.E. Master Blenders 1753 NV (a)

29,200

356,865

Heijmans NV unit

3,381

28,629

ING Groep NV (Certificaten Van Aandelen) (a)

152,478

1,356,770

Koninklijke Philips Electronics NV

36,839

922,672

QIAGEN NV (a)

3,000

52,350

Unilever NV (Certificaten Van Aandelen) (Bearer)

27,200

999,726

TOTAL NETHERLANDS

5,487,653

Norway - 0.5%

Orkla ASA (A Shares)

53,082

419,904

Telenor ASA

45,711

898,778

TOTAL NORWAY

1,318,682

Papua New Guinea - 0.3%

Oil Search Ltd. ADR

107,827

832,758

Common Stocks - continued

Shares

Value

Philippines - 0.6%

BDO Unibank, Inc.

666,132

$ 1,037,286

Jollibee Food Corp.

26,900

69,181

Manila Water Co., Inc.

1,106,700

780,883

TOTAL PHILIPPINES

1,887,350

Poland - 0.2%

Warsaw Stock Exchange

54,438

639,414

Portugal - 0.4%

Jeronimo Martins SGPS SA

64,569

1,129,830

Singapore - 1.9%

Ascendas India Trust

931,000

580,062

Ascendas Real Estate Investment Trust

310,000

599,770

Bumitama Agri Ltd.

859,000

707,735

ComfortDelgro Corp. Ltd.

266,000

368,536

Ezra Holdings Ltd.

687,000

627,976

Global Logistic Properties Ltd.

372,000

783,768

Singapore Telecommunications Ltd.

267,000

704,820

United Overseas Bank Ltd.

77,746

1,164,469

TOTAL SINGAPORE

5,537,136

South Africa - 2.8%

African Rainbow Minerals Ltd.

2,600

54,425

AngloGold Ashanti Ltd.

27,700

935,854

Bidvest Group Ltd.

29,400

701,716

City Lodge Hotels Ltd.

2,500

26,526

Clicks Group Ltd.

69,625

480,031

Impala Platinum Holdings Ltd.

46,100

829,419

Mr Price Group Ltd.

3,100

47,891

MTN Group Ltd.

60,100

1,083,660

Nampak Ltd.

176,100

586,956

Reunert Ltd.

63,000

554,969

Sasol Ltd.

25,800

1,099,082

Standard Bank Group Ltd.

82,600

1,020,372

Tiger Brands Ltd.

28,600

909,062

TOTAL SOUTH AFRICA

8,329,963

Spain - 1.4%

Banco Bilbao Vizcaya Argentaria SA sponsored ADR

194,128

1,611,262

Grifols SA (a)

1,546

53,623

Inditex SA

8,110

1,034,779

Common Stocks - continued

Shares

Value

Spain - continued

Prosegur Compania de Seguridad SA (Reg.)

96,376

$ 524,655

Repsol YPF SA

42,765

854,728

TOTAL SPAIN

4,079,047

Sweden - 1.5%

ASSA ABLOY AB (B Shares)

19,600

653,343

Fagerhult AB

11,100

274,450

H&M Hennes & Mauritz AB (B Shares)

33,386

1,129,997

Intrum Justitia AB

23,463

339,587

Svenska Handelsbanken AB (A Shares)

32,600

1,116,664

Swedish Match Co. AB

25,950

884,183

TOTAL SWEDEN

4,398,224

Switzerland - 6.9%

Holcim Ltd. (Reg.)

13,460

918,483

Nestle SA

105,629

6,703,182

Roche Holding AG (participation certificate)

28,367

5,455,309

Schindler Holding AG:

(participation certificate)

3,536

465,873

(Reg.)

820

106,099

Swatch Group AG (Bearer)

1,230

509,011

Swisscom AG

1,648

684,646

Syngenta AG (Switzerland)

3,135

1,222,304

UBS AG (NY Shares)

169,037

2,538,936

Zehnder Group AG

993

58,484

Zurich Financial Services AG

6,802

1,676,215

TOTAL SWITZERLAND

20,338,542

Taiwan - 3.7%

Chinatrust Financial Holding Co. Ltd.

2,114

1,165

Chroma ATE, Inc.

264,116

502,734

CTCI Corp.

248,000

493,283

Delta Electronics, Inc.

229,000

782,410

E Sun Financial Holdings Co. Ltd.

1,187,350

595,504

Motech Industries, Inc. (a)

458,000

352,790

Powertech Technology, Inc.

358,000

556,426

President Chain Store Corp.

126,000

623,314

SIMPLO Technology Co. Ltd.

88,300

435,303

St. Shine Optical Co. Ltd.

57,000

743,478

Synnex Technology International Corp.

286,000

605,094

Taiwan Hon Chuan Enterprise Co. Ltd.

258,000

549,387

Taiwan Mobile Co. Ltd.

219,000

764,738

Taiwan Semiconductor Manufacturing Co. Ltd.

444,035

1,353,117

Common Stocks - continued

Shares

Value

Taiwan - continued

Unified-President Enterprises Corp.

684,800

$ 1,209,712

Wistron Corp.

540,000

518,555

WPG Holding Co. Ltd.

558,000

674,338

TOTAL TAIWAN

10,761,348

Turkey - 1.2%

Albaraka Turk Katilim Bankasi A/S

89,303

70,745

Anadolu Efes Biracilik Ve Malt Sanayii A/S

73,000

1,095,509

Boyner Buyuk Magazacilik A/S (a)

42,049

96,648

Coca-Cola Icecek A/S

39,789

772,473

Enka Insaat ve Sanayi A/S

224,680

596,640

Turkiye Garanti Bankasi A/S

121,500

580,218

Turkiye Petrol Rafinerile A/S

15,313

374,175

TOTAL TURKEY

3,586,408

United Arab Emirates - 0.2%

First Gulf Bank PJSC

214,355

609,858

United Kingdom - 16.8%

AMEC PLC

3,189

54,550

Anglo American PLC (United Kingdom)

12,500

383,871

Babcock International Group PLC

40,500

639,190

Barclays PLC

409,903

1,515,713

Bellway PLC

6,228

101,610

Berendsen PLC

5,246

47,662

BG Group PLC

113,677

2,105,046

BHP Billiton PLC

67,335

2,158,171

BHP Billiton PLC ADR

26,900

1,721,062

BP PLC sponsored ADR

42,587

1,826,556

British American Tobacco PLC (United Kingdom)

17,153

850,782

British Land Co. PLC

85,777

731,564

Britvic PLC

13,800

79,993

Bunzl PLC

43,757

723,782

Centrica PLC

199,975

1,045,902

Compass Group PLC

94,000

1,031,509

Dechra Pharmaceuticals PLC

8,600

85,629

Derwent London PLC

1,800

59,896

Elementis PLC

12,790

43,199

GlaxoSmithKline PLC sponsored ADR

79,097

3,551,455

Great Portland Estates PLC

15,772

119,014

H&T Group PLC

7,014

32,542

HSBC Holdings PLC sponsored ADR

61,131

3,017,426

Imperial Tobacco Group PLC

12,777

482,482

Common Stocks - continued

Shares

Value

United Kingdom - continued

InterContinental Hotel Group PLC ADR

42,777

$ 1,053,170

Johnson Matthey PLC

23,377

848,427

Kingfisher PLC

116,601

544,737

Legal & General Group PLC

464,777

1,005,045

Meggitt PLC

25,298

157,583

National Grid PLC

139,691

1,593,114

Next PLC

9,400

540,935

Persimmon PLC

6,137

78,733

Prudential PLC

68,427

939,749

PZ Cussons PLC Class L

157,519

860,454

Reckitt Benckiser Group PLC

22,851

1,382,843

Reed Elsevier PLC

107,134

1,047,698

Rexam PLC

59,209

426,815

Rolls-Royce Group PLC

67,452

930,129

Rolls-Royce Group PLC Class C

5,126,352

8,273

Rotork PLC

18,503

680,193

Royal Dutch Shell PLC Class A sponsored ADR

76,315

5,226,051

SABMiller PLC

31,063

1,330,646

Scottish & Southern Energy PLC

50,824

1,187,609

Serco Group PLC

68,159

623,102

Shaftesbury PLC

40,537

358,483

Spectris PLC

4,170

116,283

Spirax-Sarco Engineering PLC

5,404

168,746

Standard Chartered PLC (United Kingdom)

73,695

1,740,472

Ted Baker PLC

3,775

57,751

Ultra Electronics Holdings PLC

4,101

112,043

Unite Group PLC

91,702

418,943

Victrex PLC

4,718

108,495

Vodafone Group PLC sponsored ADR

127,532

3,471,421

TOTAL UNITED KINGDOM

49,426,549

United States of America - 5.6%

Allergan, Inc.

6,500

584,480

Amazon.com, Inc. (a)

2,399

558,535

ANSYS, Inc. (a)

500

35,440

Autoliv, Inc.

16,910

974,016

Berkshire Hathaway, Inc. Class B (a)

9,945

858,751

BorgWarner, Inc. (a)

8,997

592,183

BPZ Energy, Inc. (a)

9,388

27,037

Broadridge Financial Solutions, Inc.

1,990

45,671

CME Group, Inc.

6,400

357,952

Cummins, Inc.

3,300

308,814

Common Stocks - continued

Shares

Value

United States of America - continued

Cymer, Inc. (a)

6,083

$ 484,754

Dril-Quip, Inc. (a)

1,210

83,805

Evercore Partners, Inc. Class A

1,860

51,894

FMC Technologies, Inc. (a)

10,803

441,843

Freeport-McMoRan Copper & Gold, Inc.

6,100

237,168

Greenhill & Co., Inc.

1,270

60,604

Kansas City Southern

1,420

114,253

Martin Marietta Materials, Inc.

3,690

303,724

MasterCard, Inc. Class A

3,609

1,663,496

Mead Johnson Nutrition Co. Class A

14,000

863,240

Mohawk Industries, Inc. (a)

6,805

568,013

National Oilwell Varco, Inc.

8,900

655,930

Oceaneering International, Inc.

1,680

87,914

Philip Morris International, Inc.

21,100

1,868,616

PriceSmart, Inc.

6,850

568,482

ResMed, Inc.

15,140

604,692

Solera Holdings, Inc.

7,202

337,126

SS&C Technologies Holdings, Inc. (a)

11,854

284,852

Union Pacific Corp.

7,900

971,937

Virgin Media, Inc.

22,733

746,914

Visa, Inc. Class A

9,301

1,290,607

TOTAL UNITED STATES OF AMERICA

16,632,743

TOTAL COMMON STOCKS

(Cost $273,143,791)


288,268,394

Nonconvertible Preferred Stocks - 0.5%

 

 

 

 

Brazil - 0.0%

Banco ABC Brasil SA

13,794

78,375

Germany - 0.5%

ProSiebenSat.1 Media AG

20,800

579,638

Volkswagen AG

4,434

917,242

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $1,351,389)


1,575,255

Money Market Funds - 2.1%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)
(Cost $6,092,586)

6,092,586

$ 6,092,586

TOTAL INVESTMENT PORTFOLIO - 100.5%

(Cost $280,587,766)

295,936,235

NET OTHER ASSETS (LIABILITIES) - (0.5)%

(1,370,438)

NET ASSETS - 100%

$ 294,565,797

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

$ 6,990

Fidelity Securities Lending Cash Central Fund

151,487

Total

$ 158,477

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 30,059,832

$ 28,553,663

$ 1,506,169

$ -

Consumer Staples

41,431,676

36,196,531

5,235,145

-

Energy

22,006,300

18,060,766

3,945,534

-

Financials

63,247,920

56,727,668

6,520,252

-

Health Care

29,781,563

25,718,840

4,062,723

-

Industrials

36,211,061

33,899,326

2,311,735

-

Information Technology

18,619,115

17,265,998

1,353,117

-

Materials

25,475,141

21,158,812

4,316,329

-

Telecommunication Services

12,064,291

11,515,553

548,738

-

Utilities

10,946,750

9,353,636

1,593,114

-

Money Market Funds

6,092,586

6,092,586

-

-

Total Investments in Securities:

$ 295,936,235

$ 264,543,379

$ 31,392,856

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 19,846,441

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $274,495,180)

$ 289,843,649

 

Fidelity Central Funds (cost $6,092,586)

6,092,586

 

Total Investments (cost $280,587,766)

 

$ 295,936,235

Foreign currency held at value (cost $23,243)

23,223

Receivable for investments sold

526,923

Receivable for fund shares sold

122,914

Dividends receivable

650,136

Distributions receivable from Fidelity Central Funds

4,446

Receivable from investment adviser for expense reductions

1,586

Other receivables

26,309

Total assets

297,291,772

 

 

 

Liabilities

Payable to custodian bank

$ 472,489

Payable for investments purchased

806,751

Payable for fund shares redeemed

1,068,841

Accrued management fee

194,059

Distribution and service plan fees payable

4,561

Other affiliated payables

48,559

Other payables and accrued expenses

130,715

Total liabilities

2,725,975

 

 

 

Net Assets

$ 294,565,797

Net Assets consist of:

 

Paid in capital

$ 297,394,209

Undistributed net investment income

5,300,982

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(23,430,376)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

15,300,982

Net Assets

$ 294,565,797

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2012

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($5,766,838 ÷ 789,026 shares)

$ 7.31

 

 

 

Maximum offering price per share (100/94.25 of $7.31)

$ 7.76

Class T:
Net Asset Value
and redemption price per share ($2,348,287 ÷ 318,734 shares)

$ 7.37

 

 

 

Maximum offering price per share (100/96.50 of $7.37)

$ 7.64

Class B:
Net Asset Value
and offering price per share ($219,813 ÷ 30,007 shares)A

$ 7.33

 

 

 

Class C:
Net Asset Value
and offering price per share ($2,737,321 ÷ 374,276 shares)A

$ 7.31

 

 

 

Total International Equity:
Net Asset Value
, offering price and redemption price per share ($281,979,071 ÷ 38,522,819 shares)

$ 7.32

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,514,467 ÷ 207,475 shares)

$ 7.30

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, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 9,170,980

Interest

 

243

Income from Fidelity Central Funds

 

158,477

Income before foreign taxes withheld

 

9,329,700

Less foreign taxes withheld

 

(704,106)

Total income

 

8,625,594

 

 

 

Expenses

Management fee
Basic fee

$ 1,851,948

Performance adjustment

105,713

Transfer agent fees

404,702

Distribution and service plan fees

44,605

Accounting and security lending fees

136,093

Custodian fees and expenses

312,577

Independent trustees' compensation

1,628

Registration fees

155,663

Audit

90,778

Legal

1,181

Interest

212

Miscellaneous

1,695

Total expenses before reductions

3,106,795

Expense reductions

(96,572)

3,010,223

Net investment income (loss)

5,615,371

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

9,404,014

Foreign currency transactions

(263,621)

Total net realized gain (loss)

 

9,140,393

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $35,138)

20,557,485

Assets and liabilities in foreign currencies

(20,296)

Total change in net unrealized appreciation (depreciation)

 

20,537,189

Net gain (loss)

29,677,582

Net increase (decrease) in net assets resulting from operations

$ 35,292,953

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 5,615,371

$ 1,864,848

Net realized gain (loss)

9,140,393

(8,998,027)

Change in net unrealized appreciation (depreciation)

20,537,189

(8,597,909)

Net increase (decrease) in net assets resulting
from operations

35,292,953

(15,731,088)

Distributions to shareholders from net investment income

(1,867,192)

(953,041)

Distributions to shareholders from net realized gain

-

(220,294)

Total distributions

(1,867,192)

(1,173,335)

Share transactions - net increase (decrease)

122,647,348

86,742,563

Redemption fees

3,128

14,195

Total increase (decrease) in net assets

156,076,237

69,852,335

 

 

 

Net Assets

Beginning of period

138,489,560

68,637,225

End of period (including undistributed net investment income of $5,300,982 and undistributed net investment income of $1,552,849, respectively)

$ 294,565,797

$ 138,489,560

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 6.67

$ 7.36

$ 6.40

$ 4.90

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .13

  .11

  .08

  .06

  .11

Net realized and unrealized gain (loss)

  .59

  (.69)

  .95

  1.55

  (5.21)

Total from investment operations

  .72

  (.58)

  1.03

  1.61

  (5.10)

Distributions from net investment income

  (.08)

  (.09)

  (.04)

  (.11)

  -

Distributions from net realized gain

  -

  (.02)

  (.03)

  -

  -

Total distributions

  (.08)

  (.11)

  (.07)

  (.11)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.31

$ 6.67

$ 7.36

$ 6.40

$ 4.90

Total Return A, B

  10.88%

  (8.03)%

  16.17%

  33.87%

  (51.00)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  1.57%

  1.73%

  2.02%

  2.09%

  2.00%

Expenses net of fee waivers, if any

  1.45%

  1.45%

  1.50%

  1.50%

  1.50%

Expenses net of all reductions

  1.42%

  1.42%

  1.47%

  1.47%

  1.48%

Net investment income (loss)

  1.88%

  1.44%

  1.15%

  1.13%

  1.35%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,767

$ 4,307

$ 5,029

$ 3,727

$ 5,944

Portfolio turnover rate E

  110%

  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,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 6.73

$ 7.41

$ 6.40

$ 4.88

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .11

  .09

  .06

  .04

  .09

Net realized and unrealized gain (loss)

  .59

  (.68)

  .95

  1.57

  (5.21)

Total from investment operations

  .70

  (.59)

  1.01

  1.61

  (5.12)

Distributions from net investment income

  (.06)

  (.07)

  -

  (.09)

  -

Distributions from net realized gain

  -

  (.02)

  -

  -

  -

Total distributions

  (.06)

  (.09)

  -

  (.09)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.37

$ 6.73

$ 7.41

$ 6.40

$ 4.88

Total Return A, B

  10.52%

  (8.08)%

  15.78%

  33.74%

  (51.20)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  1.84%

  2.02%

  2.31%

  2.34%

  2.42%

Expenses net of fee waivers, if any

  1.70%

  1.70%

  1.75%

  1.75%

  1.75%

Expenses net of all reductions

  1.67%

  1.67%

  1.72%

  1.72%

  1.73%

Net investment income (loss)

  1.63%

  1.19%

  .90%

  .88%

  1.10%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,348

$ 997

$ 1,004

$ 1,526

$ 2,567

Portfolio turnover rate E

  110%

  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,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 6.68

$ 7.37

$ 6.39

$ 4.86

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .05

  .03

  .02

  .05

Net realized and unrealized gain (loss)

  .59

  (.68)

  .95

  1.56

  (5.19)

Total from investment operations

  .67

  (.63)

  .98

  1.58

  (5.14)

Distributions from net investment income

  (.02)

  (.04)

  -

  (.05)

  -

Distributions from net realized gain

  -

  (.02)

  -

  -

  -

Total distributions

  (.02)

  (.06)

  -

  (.05)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.33

$ 6.68

$ 7.37

$ 6.39

$ 4.86

Total Return A, B

  10.05%

  (8.66)%

  15.34%

  32.95%

  (51.40)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  2.34%

  2.51%

  2.81%

  2.82%

  2.92%

Expenses net of fee waivers, if any

  2.20%

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.17%

  2.22%

  2.22%

  2.24%

Net investment income (loss)

  1.13%

  .69%

  .40%

  .38%

  .60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 220

$ 254

$ 327

$ 1,337

$ 2,505

Portfolio turnover rate E

  110%

  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,

2012

2011

2010

2009

2008 F

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 6.67

$ 7.36

$ 6.39

$ 4.86

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .05

  .03

  .02

  .05

Net realized and unrealized gain (loss)

  .58

  (.69)

  .94

  1.56

  (5.19)

Total from investment operations

  .66

  (.64)

  .97

  1.58

  (5.14)

Distributions from net investment income

  (.02)

  (.03)

  -

  (.05)

  -

Distributions from net realized gain

  -

  (.02)

  -

  -

  -

Total distributions

  (.02)

  (.05)

  -

  (.05)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.31

$ 6.67

$ 7.36

$ 6.39

$ 4.86

Total Return A, B

  9.98%

  (8.72)%

  15.18%

  33.10%

  (51.40)%

Ratios to Average Net Assets D, G

 

 

 

 

Expenses before reductions

  2.31%

  2.51%

  2.80%

  2.85%

  2.92%

Expenses net of fee waivers, if any

  2.20%

  2.20%

  2.25%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.17%

  2.22%

  2.22%

  2.23%

Net investment income (loss)

  1.13%

  .69%

  .40%

  .38%

  .60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,737

$ 1,396

$ 1,423

$ 1,714

$ 2,787

Portfolio turnover rate E

  110%

  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,

2012

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 6.69

$ 7.37

$ 6.41

$ 4.91

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .15

  .12

  .09

  .07

  .13

Net realized and unrealized gain (loss)

  .58

  (.68)

  .96

  1.55

  (5.21)

Total from investment operations

  .73

  (.56)

  1.05

  1.62

  (5.08)

Distributions from net investment income

  (.10)

  (.10)

  (.06)

  (.12)

  (.01)

Distributions from net realized gain

  -

  (.02)

  (.03)

  -

  -

Total distributions

  (.10)

  (.12)

  (.09)

  (.12)

  (.01)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.32

$ 6.69

$ 7.37

$ 6.41

$ 4.91

Total Return A

  11.03%

  (7.70)%

  16.45%

  34.23%

  (50.87)%

Ratios to Average Net Assets C, F

 

 

 

 

Expenses before reductions

  1.16%

  1.42%

  1.79%

  1.87%

  1.89%

Expenses net of fee waivers, if any

  1.16%

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.13%

  1.17%

  1.22%

  1.22%

  1.23%

Net investment income (loss)

  2.16%

  1.69%

  1.40%

  1.38%

  1.60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 281,979

$ 131,338

$ 60,826

$ 33,061

$ 23,226

Portfolio turnover rate D

  110%

  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,

2012

2011

2010

2009

2008 E

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 6.67

$ 7.35

$ 6.41

$ 4.91

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .14

  .12

  .10

  .07

  .13

Net realized and unrealized gain (loss)

  .59

  (.68)

  .95

  1.55

  (5.21)

Total from investment operations

  .73

  (.56)

  1.05

  1.62

  (5.08)

Distributions from net investment income

  (.10)

  (.10)

  (.08)

  (.12)

  (.01)

Distributions from net realized gain

  -

  (.02)

  (.03)

  -

  -

Total distributions

  (.10)

  (.12)

  (.11)

  (.12)

  (.01)

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 7.30

$ 6.67

$ 7.35

$ 6.41

$ 4.91

Total Return A

  11.06%

  (7.72)%

  16.48%

  34.23%

  (50.87)%

Ratios to Average Net Assets C, F

 

 

 

 

Expenses before reductions

  1.27%

  1.48%

  1.82%

  1.80%

  1.91%

Expenses net of fee waivers, if any

  1.20%

  1.20%

  1.25%

  1.25%

  1.25%

Expenses net of all reductions

  1.17%

  1.17%

  1.23%

  1.22%

  1.23%

Net investment income (loss)

  2.13%

  1.69%

  1.40%

  1.38%

  1.60%

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,514

$ 197

$ 28

$ 1,308

$ 2,733

Portfolio turnover rate D

  110%

  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, 2012

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. 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income 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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 27,195,779

Gross unrealized depreciation

(13,448,638)

Net unrealized appreciation (depreciation) on securities and other investments

$ 13,747,141

 

 

Tax Cost

$ 282,189,094

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 14,696,955

Undistributed long-term capital gain

$ 309,806

Capital loss carryforward

$ (31,534,827)

Net unrealized appreciation (depreciation)

$ 13,734,792

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration

 

2016

$ (6,969,886)

2017

(15,708,944)

2019

(8,855,997)

Total capital loss carryforward

$ (31,534,827)

As a result of a large subscription in December 2011, the Fund had an "ownership change" under the Internal Revenue Code, which limits capital losses that will be available to offset future capital gains to approximately $4,535,766 per year plus certain gains in the Fund existing at the time of the ownership change. As a result, at least $1,623,551 of the Fund's capital loss carryforward will expire unused and is not included in the capital loss carryforward amounts disclosed above.

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 1,867,192

$ 1,173,335

Annual Report

Notes to Financial Statements - continued

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 December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $402,947,967 and $277,094,245, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Total International Equity as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .75% 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

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%

$ 12,621

$ 968

Class T

.25%

.25%

6,560

86

Class B

.75%

.25%

2,453

1,851

Class C

.75%

.25%

22,971

2,990

 

 

 

$ 44,605

$ 5,895

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 3,215

Class T

893

Class B*

362

Class C*

249

 

$ 4,719

* 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

5. 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

$ 15,172

.30

Class T

4,212

.32

Class B

743

.30

Class C

6,965

.30

Total International Equity

375,719

.15

Institutional Class

1,891

.29

 

$ 404,702

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $1,696 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 6,692,667

.38%

$ 212

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which

Annual Report

6. Committed Line of Credit - continued

amounted to $670 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. 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 $151,487. 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, 2013. 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%

$ 5,921

Class T

1.70%

1,880

Class B

2.20%

335

Class C

2.20%

2,543

Institutional Class

1.20%

416

 

 

$ 11,095

Annual Report

Notes to Financial Statements - continued

8. Expense Reductions - continued

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 $85,477 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 48,329

$ 61,018

Class T

9,062

9,414

Class B

714

1,488

Class C

4,731

6,263

Total International Equity

1,801,469

873,280

Institutional Class

2,887

1,578

Total

$ 1,867,192

$ 953,041

 

From net realized gain

 

 

Class A

$ -

$ 16,196

Class T

-

3,213

Class B

-

1,016

Class C

-

4,485

Total International Equity

-

195,026

Institutional Class

-

358

Total

$ -

$ 220,294

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

388,955

231,083

$ 2,677,369

$ 1,708,687

Reinvestment of distributions

7,157

10,039

46,237

74,076

Shares redeemed

(252,362)

(279,366)

(1,699,392)

(2,035,449)

Net increase (decrease)

143,750

(38,244)

$ 1,024,214

$ (252,686)

Class T

 

 

 

 

Shares sold

207,939

37,121

$ 1,463,372

$ 276,509

Reinvestment of distributions

1,377

1,678

8,993

12,524

Shares redeemed

(38,757)

(25,970)

(259,817)

(191,826)

Net increase (decrease)

170,559

12,829

$ 1,212,548

$ 97,207

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class B

 

 

 

 

Shares sold

4,797

3,282

$ 32,306

$ 24,631

Reinvestment of distributions

108

331

705

2,469

Shares redeemed

(12,955)

(9,973)

(88,815)

(73,676)

Net increase (decrease)

(8,050)

(6,360)

$ (55,804)

$ (46,576)

Class C

 

 

 

 

Shares sold

258,694

66,879

$ 1,733,640

$ 498,161

Reinvestment of distributions

710

1,425

4,622

10,610

Shares redeemed

(94,222)

(52,554)

(638,538)

(388,669)

Net increase (decrease)

165,182

15,750

$ 1,099,724

$ 120,102

Total International Equity

 

 

 

 

Shares sold

32,478,543

16,784,298

$ 209,916,522

$ 125,543,898

Reinvestment of distributions

266,160

135,624

1,719,395

1,000,533

Shares redeemed

(13,867,286)

(5,532,363)

(93,416,780)

(39,913,646)

Net increase (decrease)

18,877,417

11,387,559

$ 118,219,137

$ 86,630,785

Institutional Class

 

 

 

 

Shares sold

198,611

26,909

$ 1,289,078

$ 202,383

Reinvestment of distributions

448

263

2,887

1,936

Shares redeemed

(21,161)

(1,422)

(144,436)

(10,588)

Net increase (decrease)

177,898

25,750

$ 1,147,529

$ 193,731

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, a shareholder of record owned approximately 65% 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 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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Total International Equity Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the 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 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Total International Equity Fund voted to pay on December 10, 2012, to shareholders of record at the opening of business on December 7, 2012, a distribution of $0.245 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.148 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2012 $309,806, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 4% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% of the dividends distributed in December 2011 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

12/05/11

$0.078

$0.0107

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, 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.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, 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 and lowest performing classes, respectively (based on three-year performance). The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom 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

tie804026

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 third quartile for the one-year period and the second quartile for the three-year period. The Board also noted that the investment performance of the fund was lower than its benchmark for the one-year period, although the three-year cumulative 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 noted that there were portfolio management changes for the fund in February 2012 and September 2011. 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 (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 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked 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

tie804028

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 2011. 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 and the retail class ranked below its competitive median for 2011, the total expense ratio of Class B ranked equal to its competitive median for 2011, and the total expense ratio of each of Class T, Class C, and Institutional Class ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class B, Class C, Institutional Class, and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.45%, 1.70%, 2.20%, 2.20%, 1.20% and 1.20% through December 31, 2012.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

Annual Report

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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
Smithfield, RI

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 graphic)
1-800-544-5555

(automated graphic)
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

TIE-UANN-1212
1.912357.102

Fidelity®

Diversified International
Fund -

Class K

Annual Report

October 31, 2012

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2012 FMR LLC. All rights reserved.

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, 2012

Past 1
year

Past 5
years

Past 10
years

Class K A

7.86%

-5.83%

8.58%

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, 2002. 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. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

dif3182669

Annual Report


Management's Discussion of Fund Performance

Market Recap: Returns for most domestic and international equities fluctuated during the 12 months ending October 31, 2012, as investor sentiment towards risk vacillated amid a changing global economic landscape. U.S. stocks overcame bouts of volatility to post strong gains for the past year, extending an uptrend that began in March 2009. The broad-based S&P 500® Index advanced 15.21%, while the blue-chip-laden Dow Jones Industrial AverageSM and technology-heavy Nasdaq Composite® Index rose 12.56% and 12.21%, respectively. Performance outside of the U.S. was relatively weak, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, hampered in part by a stronger U.S. dollar. International developed-markets generally struggled during the period as macroeconomic concerns ebbed and flowed, finishing with only a modest gain. The MSCI® EAFE® Index rose 4.76% for the year, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gain, advancing roughly 10%. A number of core European components, including Germany (+11%) and Switzerland (+10%), and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which helped the region outpace the index overall. Elsewhere, Japan was among the few benchmark constituents to finish in the red, returning about -3%. Emerging-markets stocks gained 2.98% for the year, as measured by the MSCI Emerging Markets Index. A general uptrend in the final five months of the period lifted the index into positive territory for the full 12 months.

Comments from William Bower, Portfolio Manager of Fidelity® Diversified International Fund: For the year, the fund's Class K shares returned 7.86%, solidly outperforming the 4.76% gain of the MSCI® EAFE® Index. Stock selection in information technology, consumer staples, health care and consumer discretionary helped relative performance. Geographically, the fund benefited from security selection in Europe - particularly Spain and France - and Japan. Top individual contributors included Danish pharmaceuticals firm Novo Nordisk, U.S. consumer electronics giant Apple, Belgian brewer Anheuser-Busch InBev, South Korean snack maker Orion, Spanish online retailer Inditex, South Korea's Samsung Electronics and not owning Spanish telecommunications company and index component Telefonica. Conversely, stock selection in energy and an underweighting in financials hurt. Among the main detractors were Canadian energy exploration and production companies Niko Resources and Petrominerales, Japanese Internet retailer Rakuten, Australian gold firm Newcrest Mining and Chinese search engine company Baidu, which is listed in the Cayman Islands. Some of the stocks mentioned in this review were not in the index, and Niko was not held 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 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012 to October 31, 2012

Diversified International

1.05%

 

 

 

Actual

 

$ 1,000.00

$ 1,022.90

$ 5.34

HypotheticalA

 

$ 1,000.00

$ 1,019.86

$ 5.33

Class K

.88%

 

 

 

Actual

 

$ 1,000.00

$ 1,024.00

$ 4.48

HypotheticalA

 

$ 1,000.00

$ 1,020.71

$ 4.47

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report

Fidelity Diversified International Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

dif3182671

United Kingdom

16.5%

 

dif3182673

Japan

14.0%

 

dif3182675

United States of America

10.0%

 

dif3182677

Germany

8.9%

 

dif3182679

France

8.4%

 

dif3182681

Switzerland

5.3%

 

dif3182683

Australia

4.3%

 

dif3182685

Spain

3.3%

 

dif3182687

Canada

3.3%

 

jmcw

Other

26.0%

 

dif3182691

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

dif3182671

United Kingdom

17.7%

 

dif3182673

Japan

15.3%

 

dif3182675

United States of America

8.8%

 

dif3182677

Germany

8.6%

 

dif3182679

France

7.5%

 

dif3182681

Switzerland

4.7%

 

dif3182683

Australia

3.9%

 

dif3182700

Canada

3.6%

 

dif3182687

Denmark

3.2%

 

jmcw

Other

26.7%

 

dif3182704

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

94.7

95.6

Short-Term Investments and Net Other Assets (Liabilities)

5.3

4.4

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Novo Nordisk A/S Series B (Denmark, Pharmaceuticals)

2.6

2.7

Sanofi SA (France, Pharmaceuticals)

2.6

2.0

Royal Dutch Shell PLC Class B sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

2.3

2.6

Anheuser-Busch InBev SA NV (Belgium, Beverages)

2.2

1.7

BHP Billiton Ltd. sponsored ADR (Australia, Metals & Mining)

2.1

2.1

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

2.0

1.8

HSBC Holdings PLC sponsored ADR (United Kingdom, Commercial Banks)

1.9

1.4

Nestle SA (Switzerland, Food Products)

1.8

1.6

Inditex SA (Spain, Specialty Retail)

1.7

1.2

ORIX Corp. (Japan, Diversified Financial Services)

1.5

1.4

 

20.7

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

15.2

16.0

Financials

14.9

15.0

Consumer Staples

13.8

12.1

Health Care

12.5

10.8

Information Technology

10.6

11.0

Materials

8.2

8.7

Industrials

7.5

7.8

Energy

6.8

9.2

Telecommunication Services

4.7

4.7

Utilities

0.5

0.3

Annual Report

Fidelity Diversified International Fund


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 93.3%

Shares

Value

Australia - 4.3%

Australia & New Zealand Banking Group Ltd.

6,023,852

$ 159,140,367

BHP Billiton Ltd. sponsored ADR (d)

6,546,864

463,125,159

CSL Ltd.

1,727,496

85,178,293

Iluka Resources Ltd.

2,498,732

25,730,583

Newcrest Mining Ltd.

3,231,215

88,650,521

Origin Energy Ltd.

3,253,432

38,365,277

Spark Infrastructure Group unit

15,030,146

26,367,453

Telstra Corp. Ltd.

13,908,276

59,771,192

TOTAL AUSTRALIA

946,328,845

Bailiwick of Guernsey - 0.6%

Resolution Ltd.

40,590,837

142,994,060

Bailiwick of Jersey - 1.4%

Experian PLC

9,017,072

155,698,910

Randgold Resources Ltd. sponsored ADR

484,800

57,977,232

Shire PLC

1,558,700

43,829,970

WPP PLC

3,752,709

48,504,824

TOTAL BAILIWICK OF JERSEY

306,010,936

Belgium - 2.3%

Anheuser-Busch InBev SA NV

5,709,430

477,486,248

Anheuser-Busch InBev SA NV (strip VVPR)

5,250,900

6,806

UCB SA

410,500

23,943,131

TOTAL BELGIUM

501,436,185

Bermuda - 0.2%

Assured Guaranty Ltd.

2,994,300

41,590,827

Brazil - 1.1%

Anhanguera Educacional Participacoes SA

2,501,300

43,842,485

BR Malls Participacoes SA

724,200

9,520,268

Estacio Participacoes SA

2,338,265

44,553,731

Kroton Educacional SA unit (a)

1,279,200

25,570,774

Qualicorp SA (a)

4,596,000

47,158,189

Souza Cruz SA

3,313,300

43,230,078

Tractebel Energia SA

1,894,800

32,652,076

TOTAL BRAZIL

246,527,601

British Virgin Islands - 0.2%

Camelot Information Systems, Inc. ADR (a)

1,810,103

2,371,235

Mail.ru Group Ltd. GDR (Reg. S)

1,047,500

34,934,125

TOTAL BRITISH VIRGIN ISLANDS

37,305,360

Canada - 3.3%

Alimentation Couche-Tard, Inc. Class B (sub. vtg.)

769,500

37,798,919

ARC Resources Ltd. (d)

867,500

21,063,204

Canadian Natural Resources Ltd.

2,709,500

81,658,022

Catamaran Corp. (a)

500,600

23,507,524

CGI Group, Inc. Class A (sub. vtg.) (a)

1,238,000

32,389,427

Fairfax Financial Holdings Ltd. (sub. vtg.)

161,600

59,949,353

 

Shares

Value

Franco-Nevada Corp.

853,100

$ 49,123,185

Goldcorp, Inc.

1,829,000

82,682,703

Painted Pony Petroleum Ltd. (a)(e)(f)

2,485,600

26,878,078

Painted Pony Petroleum Ltd.
Class A (a)(e)

3,983,070

43,070,995

Penn West Petroleum Ltd.

1,779,000

23,102,508

Petrobank Energy & Resources Ltd. (a)

2,895,100

39,770,485

Petrominerales Ltd.

1,377,875

11,050,592

Suncor Energy, Inc.

3,662,400

122,917,295

Tourmaline Oil Corp. (a)

1,416,200

46,793,091

TransForce, Inc.

265,900

4,853,424

Turquoise Hill Resources Ltd. (a)

2,681,541

20,969,047

TOTAL CANADA

727,577,852

Cayman Islands - 1.5%

Baidu.com, Inc. sponsored ADR (a)

1,158,900

123,561,918

Haitian International Holdings Ltd.

6,743,000

8,326,464

Hengan International Group Co. Ltd.

9,291,500

84,642,022

HiSoft Technology International Ltd. ADR (a)(e)

1,697,800

17,640,142

Sands China Ltd.

23,448,800

88,197,176

TOTAL CAYMAN ISLANDS

322,367,722

Curacao - 0.4%

Schlumberger Ltd.

1,136,200

78,999,986

Denmark - 3.0%

Novo Nordisk A/S Series B

3,675,339

589,213,858

William Demant Holding A/S (a)

957,003

82,308,893

TOTAL DENMARK

671,522,751

France - 8.4%

Alstom SA

575,549

19,657,043

Arkema SA

862,900

78,671,621

AXA SA

4,419,200

70,253,259

BNP Paribas SA

5,146,376

258,881,145

Bureau Veritas SA

853,700

90,657,451

Dassault Aviation SA (d)

35,665

32,151,011

Edenred SA

1,660,790

48,057,531

Essilor International SA

1,576,620

142,127,930

JCDecaux SA

1,418,600

30,026,271

LVMH Moet Hennessy - Louis Vuitton SA

669,860

108,877,176

PPR SA

1,015,600

178,565,583

Publicis Groupe SA

1,516,800

81,716,804

Sanofi SA

6,424,876

564,280,639

Schneider Electric SA

784,600

49,053,032

Vivendi SA

5,276,023

107,945,995

TOTAL FRANCE

1,860,922,491

Germany - 7.5%

adidas AG

1,561,780

133,057,315

Allianz AG

1,025,209

127,115,366

BASF AG

3,028,956

250,987,987

Bayer AG

3,101,862

270,135,947

Brenntag AG

181,900

22,926,244

Common Stocks - continued

Shares

Value

Germany - continued

CompuGROUP Holding AG

1,457,200

$ 26,442,497

Deutsche Post AG

2,678,237

53,095,016

ElringKlinger AG

1,020,828

28,341,792

Fresenius Medical Care AG & Co. KGaA

893,700

62,795,180

Fresenius SE & Co. KGaA

1,254,800

143,123,994

GFK AG

1,496,500

68,141,256

Linde AG

1,151,929

193,726,193

SAP AG

3,980,256

290,252,414

TOTAL GERMANY

1,670,141,201

Hong Kong - 1.3%

AIA Group Ltd.

35,967,000

142,474,810

Galaxy Entertainment Group Ltd. (a)

24,081,000

82,807,034

Henderson Land Development Co. Ltd.

8,337,400

57,769,741

TOTAL HONG KONG

283,051,585

India - 1.9%

Apollo Hospitals Enterprise Ltd.

150,707

2,184,628

Bajaj Auto Ltd.

1,103,493

37,253,784

HDFC Bank Ltd.

12,995,695

152,595,202

Housing Development Finance Corp. Ltd. 

7,489,994

106,123,907

ITC Ltd.

11,354,613

59,627,281

Mahindra & Mahindra Financial Services Ltd.

2,167,276

34,908,832

Shriram Transport Finance Co. Ltd.

1,982,796

23,037,727

TOTAL INDIA

415,731,361

Ireland - 0.6%

Accenture PLC Class A

1,065,300

71,811,873

CRH PLC

29,251

544,470

Elan Corp. PLC sponsored ADR (a)

2,930,000

31,644,000

Ryanair Holdings PLC sponsored ADR

687,400

22,168,650

TOTAL IRELAND

126,168,993

Isle of Man - 0.0%

3Legs Resources PLC (a)(e)

6,268,300

4,046,188

Italy - 1.6%

ENI SpA

4,415,600

101,607,051

Fiat Industrial SpA

6,028,692

65,286,715

Prada SpA

7,151,000

58,314,876

Prysmian SpA

343,100

6,599,483

Saipem SpA

2,745,899

123,358,302

TOTAL ITALY

355,166,427

Japan - 14.0%

ABC-Mart, Inc.

1,076,900

47,214,706

Aozora Bank Ltd.

10,536,000

29,695,603

Calbee, Inc. (d)

1,087,800

99,881,924

Credit Saison Co. Ltd.

3,753,200

82,417,131

Denso Corp.

1,061,700

33,235,479

Don Quijote Co. Ltd.

3,234,900

127,442,822

Fanuc Corp.

701,400

111,672,228

 

Shares

Value

Fast Retailing Co. Ltd.

294,300

$ 65,547,463

Hitachi Ltd.

41,642,000

220,650,957

Honda Motor Co. Ltd.

6,828,800

205,295,907

Hoya Corp.

2,862,600

57,947,658

Itochu Corp.

6,655,500

66,613,359

Japan Tobacco, Inc.

10,242,400

283,035,629

JS Group Corp.

2,436,300

53,865,332

JSR Corp.

5,086,800

87,169,515

Keyence Corp.

714,210

189,489,762

Mitsubishi UFJ Financial Group, Inc.

16,874,900

76,341,508

Nintendo Co. Ltd.

200,200

25,780,483

Nitto Denko Corp.

950,300

43,092,647

ORIX Corp.

3,347,600

343,859,700

Rakuten, Inc.

26,046,300

234,263,351

Seven & i Holdings Co., Ltd.

5,480,100

169,009,221

Seven Bank Ltd.

12,099,900

34,558,151

SHIMANO, Inc.

1,070,100

67,425,817

SMC Corp.

714,100

112,531,354

Softbank Corp.

5,406,000

171,125,666

Unicharm Corp.

798,300

43,200,000

Yahoo! Japan Corp.

65,755

22,626,705

TOTAL JAPAN

3,104,990,078

Korea (South) - 2.9%

AMOREPACIFIC Corp.

47,406

53,913,937

Hyundai Motor Co.

380,453

78,336,364

LG Household & Health Care Ltd.

59,599

35,038,302

NHN Corp.

472,201

109,353,915

Orion Corp.

136,504

128,200,992

Samsung Electronics Co. Ltd.

200,615

241,035,356

TOTAL KOREA (SOUTH)

645,878,866

Mexico - 0.6%

America Movil SAB de CV Series L sponsored ADR

2,983,200

75,445,128

Fomento Economico Mexicano SAB de CV sponsored ADR

168,085

15,230,182

Mexichem SAB de CV

9,739,300

48,265,097

TOTAL MEXICO

138,940,407

Netherlands - 2.7%

AEGON NV

25,624,900

143,311,255

ASML Holding NV (Netherlands)

1,802,100

99,065,525

D.E. Master Blenders 1753 NV (a)

7,368,227

90,050,038

Gemalto NV

600,000

54,142,778

Heineken NV (Bearer)

901,800

55,597,210

NXP Semiconductors NV (a)

2,449,083

59,414,754

Randstad Holding NV

364,500

11,898,570

Unilever NV (Certificaten Van Aandelen) (Bearer)

2,550,400

93,739,027

TOTAL NETHERLANDS

607,219,157

Common Stocks - continued

Shares

Value

Norway - 1.0%

DnB NOR ASA

3,663,309

$ 45,748,794

Telenor ASA

9,296,600

182,791,444

TOTAL NORWAY

228,540,238

Russia - 0.1%

Sberbank (Savings Bank of the Russian Federation)

9,564,100

27,998,140

Singapore - 0.2%

Avago Technologies Ltd.

613,700

20,270,511

United Overseas Bank Ltd.

2,086,000

31,243,827

TOTAL SINGAPORE

51,514,338

South Africa - 0.7%

Foschini Ltd.

78,971

1,146,588

Life Healthcare Group Holdings Ltd.

6,906,900

26,119,985

Nampak Ltd.

6,576,500

21,920,023

Naspers Ltd. Class N

982,699

63,798,111

Shoprite Holdings Ltd.

605,000

12,440,993

Tiger Brands Ltd.

899,000

28,575,066

TOTAL SOUTH AFRICA

154,000,766

Spain - 3.3%

Amadeus IT Holding SA Class A

2,634,200

65,213,480

Banco Bilbao Vizcaya Argentaria SA

7,668,545

64,078,018

Grifols SA ADR

2,728,831

68,657,388

Inditex SA

2,996,351

382,313,432

Prosegur Compania de Seguridad SA (Reg.)

17,924,093

97,575,715

Repsol YPF SA

2,810,006

56,162,559

TOTAL SPAIN

734,000,592

Sweden - 1.2%

ASSA ABLOY AB (B Shares)

687,400

22,913,679

Atlas Copco AB (A Shares)

945,100

23,239,580

H&M Hennes & Mauritz AB (B Shares)

669,105

22,646,817

Svenska Handelsbanken AB (A Shares)

2,160,300

73,997,823

Swedbank AB (A Shares)

4,213,700

78,138,537

Swedish Match Co. AB

1,552,600

52,901,084

TOTAL SWEDEN

273,837,520

Switzerland - 5.3%

Kuehne & Nagel International AG

378,820

44,215,327

Nestle SA

6,315,075

400,752,639

Roche Holding AG (participation certificate)

421,264

81,014,047

Schindler Holding AG (Reg.)

766,553

99,183,546

SGS SA (Reg.)

21,720

45,991,453

Syngenta AG (Switzerland)

570,230

222,326,709

UBS AG

12,221,701

183,369,444

Zurich Financial Services AG

403,865

99,524,340

TOTAL SWITZERLAND

1,176,377,505

 

Shares

Value

Taiwan - 0.5%

HIWIN Technologies Corp.

120,400

$ 774,913

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

6,221,700

98,925,030

TOTAL TAIWAN

99,699,943

United Kingdom - 16.5%

Aggreko PLC

652,600

22,642,365

Babcock International Group PLC

1,375,600

21,710,373

Barclays PLC

41,612,242

153,871,043

Barratt Developments PLC (a)

4,833,700

14,789,527

BG Group PLC

4,475,579

82,877,793

British American Tobacco PLC sponsored ADR

1,809,400

179,781,984

Capita Group PLC

4,091,300

47,734,885

Compass Group PLC

2,313,400

25,386,095

Diageo PLC

1,817,649

51,963,917

Domino's Pizza UK & IRL PLC

3,501,400

28,562,692

Filtrona PLC

3,799,388

35,132,134

GlaxoSmithKline PLC

12,955,500

290,299,915

Hikma Pharmaceuticals PLC

2,465,284

29,419,914

HSBC Holdings PLC sponsored ADR

8,373,200

413,301,152

IMI PLC

770,400

11,866,659

Imperial Tobacco Group PLC

3,167,193

119,598,750

Inchcape PLC

8,759,127

56,822,866

InterContinental Hotel Group PLC

2,038,600

50,438,619

Kingfisher PLC

4,968,500

23,211,869

London Stock Exchange Group PLC

1,389,500

21,873,691

Meggitt PLC

8,046,700

50,123,498

National Grid PLC

3,094,757

35,294,341

Next PLC

3,481,200

200,330,267

Persimmon PLC

1,032,600

13,247,548

PZ Cussons PLC Class L (d)

2,710,800

14,807,864

Reckitt Benckiser Group PLC

4,305,687

260,561,340

Rolls-Royce Group PLC

14,222,900

196,126,591

Rolls-Royce Group PLC Class C

1,080,940,400

1,744,368

Royal Dutch Shell PLC Class B sponsored ADR (d)

7,285,137

514,549,226

Serco Group PLC

4,949,706

45,249,686

Standard Chartered PLC (United Kingdom)

2,001,219

47,263,252

Taylor Wimpey PLC

51,652,000

50,928,937

Tesco PLC

5,203,800

26,859,827

Travis Perkins PLC

1,369,800

23,873,559

Vodafone Group PLC sponsored ADR

16,222,400

441,573,728

Whitbread PLC

1,318,845

50,014,724

TOTAL UNITED KINGDOM

3,653,834,999

United States of America - 4.7%

Allergan, Inc.

486,500

43,746,080

Apple, Inc.

207,800

123,661,780

Beam, Inc.

601,200

33,402,672

Common Stocks - continued

Shares

Value

United States of America - continued

Cognizant Technology Solutions Corp. Class A (a)

560,400

$ 37,350,660

Cummins, Inc.

369,900

34,615,242

D.R. Horton, Inc.

535,300

11,219,888

Facebook, Inc. Class B (a)(g)

1,288,142

24,479,207

Freeport-McMoRan Copper & Gold, Inc.

551,500

21,442,320

Gilead Sciences, Inc. (a)

933,600

62,700,576

Las Vegas Sands Corp.

966,900

44,902,836

MasterCard, Inc. Class A

225,360

103,875,185

McGraw-Hill Companies, Inc.

1,285,000

71,034,800

Noble Energy, Inc.

769,828

73,141,358

Polycom, Inc. (a)

2,852,000

28,577,040

PriceSmart, Inc.

298,900

24,805,711

Virgin Media, Inc. (d)

1,142,600

37,408,724

ViroPharma, Inc. (a)

1,170,500

29,555,125

Visa, Inc. Class A

886,800

123,052,368

VMware, Inc. Class A (a)

275,000

23,311,750

Workday, Inc.

239,850

11,632,725

Yum! Brands, Inc.

1,174,800

82,365,228

TOTAL UNITED STATES OF AMERICA

1,046,281,275

TOTAL COMMON STOCKS

(Cost $17,413,567,380)


20,681,004,195

Nonconvertible Preferred Stocks - 1.4%

 

 

 

 

Germany - 1.4%

Henkel AG & Co. KGaA

757,300

60,474,799

ProSiebenSat.1 Media AG

2,050,900

57,152,892

Volkswagen AG

919,826

190,280,303

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $185,494,906)


307,907,994

Master Notes - 0.0%

 

Principal Amount

 

Canada - 0.0%

OZ Optics Ltd. 5% 11/5/14 (g)
(Cost $183,060)

$ 180,662


180,662

Money Market Funds - 6.7%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)

1,164,258,182

$ 1,164,258,182

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

315,781,287

315,781,287

TOTAL MONEY MARKET FUNDS

(Cost $1,480,039,469)


1,480,039,469

TOTAL INVESTMENT
PORTFOLIO - 101.4%

(Cost $19,079,284,815)

22,469,132,320

NET OTHER ASSETS (LIABILITIES) - (1.4)%

(314,058,785)

NET ASSETS - 100%

$ 22,155,073,535

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 $26,878,078 or 0.1% 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 $24,659,869 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

$ 185,227

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

$ 1,367,879

Fidelity Securities Lending Cash Central Fund

15,556,493

Total

$ 16,924,372

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

3Legs Resources PLC

$ 13,837,749

$ -

$ 109,582

$ -

$ 4,046,188

HiSoft Technology International Ltd. ADR

21,372,832

-

439,582

-

17,640,142

Painted Pony Petroleum Ltd.

30,395,209

-

-

-

26,878,078

Painted Pony Petroleum Ltd. Class A

44,553,022

3,256,743

498,801

-

43,070,995

Schweitzer-Mauduit International, Inc.

113,092,492

-

110,115,959

598,416

-

Total

$ 223,251,304

$ 3,256,743

$ 111,163,924

$ 598,416

$ 91,635,403

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 3,394,535,553

$ 3,090,296,203

$ 304,239,350

$ -

Consumer Staples

3,036,614,462

2,413,425,270

623,189,192

-

Energy

1,489,412,010

1,387,804,959

101,607,051

-

Financials

3,336,946,273

2,563,379,803

773,566,470

-

Health Care

2,769,387,703

1,218,968,141

1,550,419,562

-

Industrials

1,724,693,256

1,724,693,256

-

-

Information Technology

2,312,818,763

1,899,021,617

413,797,146

-

Materials

1,791,537,146

1,568,665,967

222,871,179

-

Telecommunication Services

1,038,653,153

1,038,653,153

-

-

Utilities

94,313,870

59,019,529

35,294,341

-

Master Notes

180,662

-

-

180,662

Money Market Funds

1,480,039,469

1,480,039,469

-

-

Total Investments in Securities:

$ 22,469,132,320

$ 18,443,967,367

$ 4,024,984,291

$ 180,662

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements.

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 3,771,433,057

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, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $309,743,462) - See accompanying schedule:

Unaffiliated issuers (cost $17,486,695,145)

$ 20,897,457,448

 

Fidelity Central Funds (cost $1,480,039,469)

1,480,039,469

 

Other affiliated issuers (cost $112,550,201)

91,635,403

 

Total Investments (cost $19,079,284,815)

 

$ 22,469,132,320

Foreign currency held at value (cost $2,562)

2,562

Receivable for investments sold
Regular delivery

 

18,145,561

Delayed delivery

 

3,659,139

Receivable for fund shares sold

20,336,178

Dividends receivable

57,001,656

Interest receivable

26,988

Distributions receivable from Fidelity Central Funds

349,490

Other receivables

2,236,967

Total assets

22,570,890,861

 

 

 

Liabilities

Payable for investments purchased

$ 40,876,867

Payable for fund shares redeemed

38,788,247

Accrued management fee

15,853,686

Other affiliated payables

2,878,721

Other payables and accrued expenses

1,638,518

Collateral on securities loaned, at value

315,781,287

Total liabilities

415,817,326

 

 

 

Net Assets

$ 22,155,073,535

Net Assets consist of:

 

Paid in capital

$ 21,443,322,870

Undistributed net investment income

320,513,134

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(2,999,563,657)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

3,390,801,188

Net Assets

$ 22,155,073,535

 

 

 

Diversified International:
Net Asset Value
, offering price and redemption price per share ($13,269,769,305 ÷ 456,467,556 shares)

$ 29.07

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($8,885,304,230 ÷ 305,725,561 shares)

$ 29.06

Statement of Operations

 

Year ended October 31, 2012

 

 

 

Investment Income

 

 

Dividends (including $598,416 earned from other affiliated issuers)

 

$ 598,692,833

Interest

 

10,226

Income from Fidelity Central Funds

 

16,924,372

Income before foreign taxes withheld

 

615,627,431

Less foreign taxes withheld

 

(41,147,575)

Total income

 

574,479,856

 

 

 

Expenses

Management fee
Basic fee

$ 161,089,886

Performance adjustment

12,019,269

Transfer agent fees

35,456,624

Accounting and security lending fees

2,401,416

Custodian fees and expenses

2,567,810

Independent trustees' compensation

152,451

Appreciation in deferred trustee compensation account

38

Registration fees

224,871

Audit

197,504

Legal

142,881

Miscellaneous

274,157

Total expenses before reductions

214,526,907

Expense reductions

(2,425,924)

212,100,983

Net investment income (loss)

362,378,873

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

499,550,522

Other affiliated issuers

25,672,181

 

Foreign currency transactions

(2,542,356)

Total net realized gain (loss)

 

522,680,347

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $8,309)

779,239,745

Assets and liabilities in foreign currencies

(1,792,174)

Total change in net unrealized appreciation (depreciation)

 

777,447,571

Net gain (loss)

1,300,127,918

Net increase (decrease) in net assets resulting from operations

$ 1,662,506,791

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Diversified International Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 362,378,873

$ 581,959,099

Net realized gain (loss)

522,680,347

1,881,502,446

Change in net unrealized appreciation (depreciation)

777,447,571

(3,646,283,921)

Net increase (decrease) in net assets resulting from operations

1,662,506,791

(1,182,822,376)

Distributions to shareholders from net investment income

(460,432,289)

(554,171,382)

Distributions to shareholders from net realized gain

-

(93,780,346)

Total distributions

(460,432,289)

(647,951,728)

Share transactions - net increase (decrease)

(4,619,314,396)

(7,417,526,738)

Redemption fees

414,440

964,713

Total increase (decrease) in net assets

(3,416,825,454)

(9,247,336,129)

 

 

 

Net Assets

Beginning of period

25,571,898,989

34,819,235,118

End of period (including undistributed net investment income of $320,513,134 and undistributed net investment income of $418,909,977, respectively)

$ 22,155,073,535

$ 25,571,898,989

Financial Highlights - Diversified International

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 27.49

$ 29.49

$ 26.86

$ 21.96

$ 45.41

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .42

.53 E

.37

.35

.55

Net realized and unrealized gain (loss)

  1.65

(1.99)

2.61

4.86

(20.96)

Total from investment operations

  2.07

(1.46)

2.98

5.21

(20.41)

Distributions from net investment income

  (.49)

(.46)

(.35)

(.31)

(.47)

Distributions from net realized gain

  -

(.08)

-

-

(2.57)

Total distributions

  (.49)

(.54)

(.35)

(.31)

(3.04)

Redemption fees added to paid in capital B,G

-

-

-

-

-

Net asset value, end of period

$ 29.07

$ 27.49

$ 29.49

$ 26.86

$ 21.96

Total Return A

  7.72%

(5.07)%

11.15%

24.32%

(48.04)%

Ratios to Average Net Assets C,F

 

 

 

 

 

Expenses before reductions

  1.01%

.90%

.98%

1.01%

1.04%

Expenses net of fee waivers, if any

  1.01%

.89%

.98%

1.01%

1.04%

Expenses net of all reductions

  .99%

.87%

.96%

.99%

1.02%

Net investment income (loss)

  1.53%

1.78% E

1.34%

1.58%

1.53%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 13,269,769

$ 17,285,369

$ 26,527,229

$ 30,998,270

$ 28,274,961

Portfolio turnover rate D

  35%

45%

57%

54%

49%

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 large, non-recurring dividend which amounted to $.10 per share. Excluding this non-recurring 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,

2012

2011

2010

2009

2008 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 27.51

$ 29.51

$ 26.89

$ 21.98

$ 38.39

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .47

.58 G

.42

.42

.16

Net realized and unrealized gain (loss)

  1.63

(1.97)

2.61

4.85

(16.57)

Total from investment operations

  2.10

(1.39)

3.03

5.27

(16.41)

Distributions from net investment income

  (.55)

(.53)

(.41)

(.36)

-

Distributions from net realized gain

  -

(.08)

-

-

-

Total distributions

  (.55)

(.61)

(.41)

(.36)

-

Redemption fees added to paid in capital D,J

-

-

-

-

-

Net asset value, end of period

$ 29.06

$ 27.51

$ 29.51

$ 26.89

$ 21.98

Total Return B,C

  7.86%

(4.87)%

11.33%

24.64%

(42.75)%

Ratios to Average Net Assets E,I

 

 

 

 

 

Expenses before reductions

  .84%

.73%

.79%

.77%

.88% A

Expenses net of fee waivers, if any

  .84%

.72%

.79%

.77%

.88% A

Expenses net of all reductions

  .83%

.70%

.77%

.76%

.87% A

Net investment income (loss)

  1.70%

1.95% G

1.54%

1.81%

1.45% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,885,304

$ 8,115,192

$ 7,697,405

$ 4,713,909

$ 932,275

Portfolio turnover rate F

  35%

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 large, non-recurring dividend which amounted to $.10 per share. Excluding this non-recurring 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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Diversified International Fund


Notes to Financial Statements

For the period ended October 31, 2012

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 and Class K shares, each of which has equal rights as to assets and voting privileges. The Fund offered Class F shares during the period June 26, 2009 through December 16, 2011 and all outstanding shares were redeemed by December 16, 2011. 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 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, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are generally categorized as Level 3 in the hierarchy.

Annual Report

Fidelity Diversified International Fund

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 third party pricing vendors or from brokers who make markets in such securities. For master notes, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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 under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), redemptions in kind, 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

$ 4,187,321,081

Gross unrealized depreciation

(944,082,744)

Net unrealized appreciation (depreciation) on securities and other investments

$ 3,243,238,337

 

 

Tax Cost

$ 19,225,893,983

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 371,274,366

Capital loss carryforward

$ (2,902,796,078)

Net unrealized appreciation (depreciation)

$ 3,244,192,020

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration

 

2017

$ (2,283,224,226)

2018

(619,571,852)

Total capital loss carryforward

$ (2,902,796,078)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 460,432,289

$ 647,951,728

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.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The 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.

Annual Report

Fidelity Diversified International Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $7,594,576,057 and $12,604,465,054, respectively.

Securities delivered through in-kind redemptions totaled $323,156,811. Realized gain of $94,833,623 on securities delivered through in-kind redemptions is included in the accompanying Statement of Operations as realized gain or loss on investment securities and is not taxable to the fund.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Diversified International as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .76% 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 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

$ 31,220,100

.22

Class K

4,236,524

.05

 

$ 35,456,624

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $25,599 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $63,578 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

Annual Report

7. Security Lending - continued

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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $15,556,493, including $12,266 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $2,425,551 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 $373.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012A

2011

From net investment income

 

 

Diversified International

$ 294,773,906

$ 404,459,076

Class K

163,061,175

139,574,930

Class F

2,597,208

10,137,376

Total

$ 460,432,289

$ 554,171,382

From net realized gain

 

 

Diversified International

$ -

$ 71,011,904

Class K

-

21,272,351

Class F

-

1,496,091

Total

$ -

$ 93,780,346

A All Class F shares were redeemed on December 16, 2011.

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012A

2011

2012A

2011

Diversified International

 

 

 

 

Shares sold

68,919,981

95,789,996

$ 1,874,276,249

$ 2,861,192,033

Reinvestment of distributions

10,773,340

15,446,133

281,938,317

459,413,511

Shares redeemed

(251,932,423)

(382,099,741)

(6,875,660,945)

(11,334,070,882)

Net increase (decrease)

(172,239,102)

(270,863,612)

$ (4,719,446,379)

$ (8,013,465,338)

Class K

 

 

 

 

Shares sold

107,189,633

125,231,374

$ 2,919,697,004

$ 3,707,928,503

Reinvestment of distributions

6,242,771

5,413,899

163,061,175

160,847,281

Shares redeemed

(102,745,898)

(96,416,162)

(2,820,922,083)

(2,871,502,023)

Net increase (decrease)

10,686,506

34,229,111

$ 261,836,096

$ 997,273,761

Class F

 

 

 

 

Shares sold

439,287

13,012,404

$ 11,548,416

$ 389,423,461

Reinvestment of distributions

99,472

391,673

2,597,208

11,633,466

Shares redeemed

(6,767,017)

(27,320,491)

(175,849,737)

(802,392,088)

Net increase (decrease)

(6,228,258)

(13,916,414)

$ (161,704,113)

$ (401,335,161)

A All Class F shares were redeemed on December 16, 2011.

Annual Report

Fidelity Diversified International Fund

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.

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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Diversified International Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the 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 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Diversified International Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Class K

12/10/12

12/07/12

$0.508

$0.068

Class K designates 1% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class K 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

Class K

 

12/05/2011

$0.573

$0.0344

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, 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.

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) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, as available, the cumulative total returns of Class K 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 box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom 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

dif3182706

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 longer performance record) 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 the retail class of the fund was lower than its benchmark for the one- and three-year periods, although the five-year cumulative total return of the retail class compared favorably to its benchmark. 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 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 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Fidelity Diversified International Fund

dif3182708

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 2011. 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.

The Board noted that the total expense ratio of each class ranked below its competitive median for 2011.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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 Investment Advisors (UK) Limited
FIL Investments (Japan) Limited

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

DIF-K-UANN-1212
1.863004.104

Fidelity®

Overseas
Fund -

Class K

Annual Report

October 31, 2012

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2012 FMR LLC. All rights reserved.

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, 2012

Past 1
year

Past 5
years

Past 10
years

Class K A

10.59%

-7.98%

7.19%

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, 2002. 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. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

ove138976

Annual Report


Management's Discussion of Fund Performance

Market Recap: Returns for most domestic and international equities fluctuated during the 12 months ending October 31, 2012, as investor sentiment towards risk vacillated amid a changing global economic landscape. U.S. stocks overcame bouts of volatility to post strong gains for the past year, extending an uptrend that began in March 2009. The broad-based S&P 500® Index advanced 15.21%, while the blue-chip-laden Dow Jones Industrial AverageSM and technology-heavy Nasdaq Composite® Index rose 12.56% and 12.21%, respectively. Performance outside of the U.S. was relatively weak, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, hampered in part by a stronger U.S. dollar. International developed-markets generally struggled during the period as macroeconomic concerns ebbed and flowed, finishing with only a modest gain. The MSCI® EAFE® Index rose 4.76% for the year, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gain, advancing roughly 10%. A number of core European components, including Germany (+11%) and Switzerland (+10%), and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which helped the region outpace the index overall. Elsewhere, Japan was among the few benchmark constituents to finish in the red, returning about -3%. Emerging-markets stocks gained 2.98% for the year, as measured by the MSCI Emerging Markets Index. A general uptrend in the final five months of the period lifted the index into positive territory for the full 12 months.

Comments from Vincent Montemaggiore, who became Portfolio Manager of Fidelity® Overseas Fund on January 12, 2012: For the year, the fund's Class K shares returned 10.59%, well ahead of the 4.76% gain of the MSCI® EAFE® Index. Versus the index, the fund was particularly helped by stock selection in consumer staples, materials and industrials, and by a sizable overweighting in the strong-performing food/beverage/tobacco segment of consumer staples. Geographically, the fund was aided by solid picks in France, the United Kingdom and Mexico, as well as positioning in Japan and an overweighting in Germany. An out-of-benchmark stake in Mexican cement/building materials producer CEMEX was the fund's top contributor. CEMEX started to outperform soon after I began managing the fund, and I took this opportunity to exit the position. A large overweighting in French spirits maker Pernod Ricard also lifted performance, as did a non-index position in Calbee, a Japanese manufacturer of potato chips. Conversely, the largest relative detractor was Japanese automaker Mazda Motor, which I sold shortly after taking over the fund. An overweighted stake in French consumer goods producer Christian Dior 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 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012 to October 31, 2012

Overseas

.87%

 

 

 

Actual

 

$ 1,000.00

$ 1,034.30

$ 4.45

HypotheticalA

 

$ 1,000.00

$ 1,020.76

$ 4.42

Class K

.71%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.40

$ 3.63

HypotheticalA

 

$ 1,000.00

$ 1,021.57

$ 3.61

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report

Fidelity Overseas Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

ove138978

United Kingdom

26.7%

 

ove138980

Japan

14.6%

 

ove138982

Germany

14.1%

 

ove138984

France

8.9%

 

ove138986

Switzerland

8.9%

 

ove138988

United States of America

5.6%

 

ove138990

Sweden

3.2%

 

ove138992

Australia

3.0%

 

ove138994

Italy

2.7%

 

jmcw

Other

12.3%

 

ove138998

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

ove138978

United Kingdom

28.6%

 

ove138980

Japan

14.6%

 

ove138982

Germany

13.3%

 

ove138984

France

11.1%

 

ove138986

Switzerland

8.6%

 

ove138988

Italy

3.5%

 

ove138990

Australia

3.0%

 

ove138992

United States of America

2.5%

 

ove138994

Sweden

2.3%

 

jmcw

Other

12.5%

 

ove139010

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

97.7

98.5

Short-Term Investments and Net Other Assets (Liabilities)

2.3

1.5

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

2.8

2.6

Royal Dutch Shell PLC Class A (United Kingdom) (United Kingdom, Oil, Gas & Consumable Fuels)

2.5

2.8

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

2.0

1.8

Sanofi SA (France, Pharmaceuticals)

1.9

1.6

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.8

2.1

GlaxoSmithKline PLC (United Kingdom, Pharmaceuticals)

1.8

1.9

Diageo PLC (United Kingdom, Beverages)

1.6

1.3

British American Tobacco PLC (United Kingdom) (United Kingdom, Tobacco)

1.5

1.7

Bayer AG (Germany, Pharmaceuticals)

1.5

1.2

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.5

1.2

 

18.9

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Staples

15.5

16.7

Financials

14.9

14.2

Consumer Discretionary

14.8

14.3

Industrials

14.6

16.3

Health Care

11.5

9.7

Materials

10.0

10.5

Information Technology

7.3

7.4

Energy

6.1

6.5

Telecommunication Services

3.0

2.9

Annual Report

Fidelity Overseas Fund


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 95.2%

Shares

Value

Australia - 3.0%

Australia & New Zealand Banking Group Ltd.

1,001,167

$ 26,449,203

BHP Billiton Ltd.

625,052

22,130,245

Orica Ltd.

327,401

8,537,248

TOTAL AUSTRALIA

57,116,696

Bailiwick of Jersey - 1.7%

Experian PLC

957,900

16,540,179

WPP PLC

1,266,133

16,365,127

TOTAL BAILIWICK OF JERSEY

32,905,306

Belgium - 1.5%

Anheuser-Busch InBev SA NV

338,012

28,268,335

Brazil - 0.3%

Qualicorp SA (a)

513,000

5,263,740

Canada - 0.3%

Constellation Software, Inc.

49,300

5,654,877

Cayman Islands - 0.7%

China Medical System Holdings Ltd.

6,358,875

3,667,611

Lifestyle International Holdings Ltd.

1,306,500

2,791,677

Shenzhou International Group Holdings Ltd.

3,194,000

6,223,108

TOTAL CAYMAN ISLANDS

12,682,396

Denmark - 1.1%

Novo Nordisk A/S Series B

137,200

21,995,289

Finland - 0.5%

Nokian Tyres PLC

210,600

8,735,014

France - 8.9%

ALTEN

155,300

4,884,353

BNP Paribas SA

294,071

14,792,825

Bureau Veritas SA

141,100

14,983,913

Christian Dior SA

106,197

15,244,432

Eurofins Scientific SA

73,500

11,365,356

Ipsos SA

272,657

9,580,793

JCDecaux SA

311,500

6,593,249

Pernod Ricard SA

149,524

16,091,673

PPR SA

95,400

16,773,490

Sanofi SA

417,284

36,649,000

VINCI SA

232,900

10,307,465

Vivendi SA

586,264

11,994,802

TOTAL FRANCE

169,261,351

Germany - 11.6%

adidas AG

187,200

15,948,680

Allianz AG

135,843

16,843,134

BASF AG

278,346

23,064,548

Bayer AG

332,097

28,921,769

Bayerische Motoren Werke AG (BMW)

148,773

11,849,534

Brenntag AG

125,900

15,868,137

Deutsche Boerse AG

187,492

10,148,422

Deutsche Post AG

757,816

15,023,410

 

Shares

Value

Fresenius SE & Co. KGaA

161,500

$ 18,420,884

GEA Group AG

323,522

10,101,733

Linde AG

88,707

14,918,341

Pfeiffer Vacuum Technology AG

58,589

5,976,488

SAP AG

339,871

24,784,430

Software AG (Bearer)

226,100

9,058,470

TOTAL GERMANY

220,927,980

Greece - 0.1%

Metka SA

219,083

1,990,591

Hong Kong - 0.1%

City Telecom (HK) Ltd. (CTI)

7,267,000

1,666,537

Ireland - 1.8%

Accenture PLC Class A

136,200

9,181,242

DCC PLC (Ireland)

389,100

11,117,998

Kerry Group PLC Class A

260,664

13,639,394

TOTAL IRELAND

33,938,634

Italy - 2.7%

ENI SpA

999,600

23,001,723

Pirelli & C SpA (d)

714,300

8,272,380

Prysmian SpA

510,200

9,813,629

Saipem SpA

249,473

11,207,465

TOTAL ITALY

52,295,197

Japan - 14.6%

ABC-Mart, Inc.

303,200

13,293,248

Air Water, Inc.

629,000

7,879,243

Aozora Bank Ltd.

2,574,000

7,254,791

Asahi Group Holdings

311,200

7,090,978

Credit Saison Co. Ltd.

324,000

7,114,769

Daito Trust Construction Co. Ltd.

92,300

9,319,028

Don Quijote Co. Ltd.

203,800

8,028,949

Fanuc Corp.

100,100

15,937,254

Fast Retailing Co. Ltd.

30,800

6,859,877

GMO Internet, Inc.

574,800

4,017,768

Hitachi Ltd.

2,750,000

14,571,590

Honda Motor Co. Ltd. sponsored ADR

571,700

17,242,472

Hoya Corp.

487,700

9,872,519

Japan Tobacco, Inc.

571,500

15,792,672

JSR Corp.

344,300

5,900,068

Kansai Paint Co. Ltd.

638,000

6,865,113

Keyence Corp.

51,890

13,767,133

Misumi Group, Inc.

233,500

5,730,007

Mitsubishi Corp.

137,200

2,449,079

Nakanishi, Inc.

34,300

3,738,068

Nitori Holdings Co. Ltd.

64,000

5,227,108

NuFlare Technology, Inc.

458

3,482,475

Obic Co. Ltd.

25,590

5,266,738

ORIX Corp.

142,310

14,617,838

Rakuten, Inc.

1,019,000

9,165,001

Seven Bank Ltd.

4,241,900

12,115,160

Shinsei Bank Ltd.

5,435,000

7,965,614

Ship Healthcare Holdings, Inc.

179,600

5,991,166

Common Stocks - continued

Shares

Value

Japan - continued

SMC Corp.

62,400

$ 9,833,296

Unicharm Corp.

171,400

9,275,310

USS Co. Ltd.

114,590

12,043,218

TOTAL JAPAN

277,707,550

Netherlands - 1.0%

AEGON NV

1,186,993

6,638,444

Akzo Nobel NV

229,175

12,466,986

TOTAL NETHERLANDS

19,105,430

Norway - 1.2%

DnB NOR ASA

1,114,600

13,919,548

Telenor ASA

448,400

8,816,523

TOTAL NORWAY

22,736,071

South Africa - 0.3%

Coronation Fund Managers Ltd.

1,665,500

6,425,236

Spain - 1.7%

Amadeus IT Holding SA Class A

614,400

15,210,372

Banco Bilbao Vizcaya Argentaria SA

653,621

5,461,628

Inditex SA

99,960

12,754,197

TOTAL SPAIN

33,426,197

Sweden - 3.2%

ASSA ABLOY AB (B Shares)

374,200

12,473,521

Atlas Copco AB (A Shares)

538,600

13,243,930

Nordea Bank AB

1,256,000

11,408,886

Svenska Handelsbanken AB (A Shares)

418,500

14,335,087

Swedbank AB (A Shares)

536,100

9,941,398

TOTAL SWEDEN

61,402,822

Switzerland - 8.9%

Aryzta AG

307,320

15,344,551

Nestle SA

823,845

52,280,939

Roche Holding AG (participation certificate)

197,550

37,991,200

Schindler Holding AG (participation certificate)

91,154

12,009,659

Syngenta AG (Switzerland)

44,730

17,439,759

UBS AG

1,268,663

19,034,505

Zurich Financial Services AG

60,037

14,794,901

TOTAL SWITZERLAND

168,895,514

United Kingdom - 26.7%

AMEC PLC

655,450

11,211,964

Anglo American PLC (United Kingdom)

400,100

12,286,936

Ashmore Group PLC

1,712,800

10,052,781

Babcock International Group PLC

776,000

12,247,201

Barclays PLC

3,259,690

12,053,470

BHP Billiton PLC

736,867

23,617,513

BP PLC

944,300

6,743,818

 

Shares

Value

British American Tobacco PLC (United Kingdom)

587,500

$ 29,139,771

Bunzl PLC

615,207

10,176,101

Diageo PLC

1,045,980

29,903,033

Domino Printing Sciences PLC

852,314

7,454,786

Elementis PLC

2,208,000

7,457,694

GlaxoSmithKline PLC

1,547,000

34,664,349

IMI PLC

658,500

10,143,036

Johnson Matthey PLC

257,900

9,360,026

Kingfisher PLC

2,438,561

11,392,485

London Stock Exchange Group PLC

409,300

6,443,254

Meggitt PLC

2,255,900

14,052,170

Next PLC

296,500

17,062,485

Reckitt Benckiser Group PLC

396,600

24,000,497

Reed Elsevier PLC

1,207,000

11,803,645

Rolls-Royce Group PLC

1,011,606

13,949,535

Rolls-Royce Group PLC Class C

76,882,056

124,068

Rotork PLC

264,300

9,715,992

Royal Dutch Shell PLC:

Class A (United Kingdom)

1,372,203

47,084,057

Class B (United Kingdom)

235,419

8,327,344

SABMiller PLC

369,500

15,828,269

Sage Group PLC

1,739,400

8,721,215

Serco Group PLC

1,055,467

9,648,967

Spirax-Sarco Engineering PLC

244,900

7,647,263

Standard Chartered PLC (United Kingdom)

948,765

22,407,202

SuperGroup PLC (a)

257,000

2,772,495

Tate & Lyle PLC

954,369

11,181,220

The Restaurant Group PLC

787,200

4,761,249

Vodafone Group PLC

12,888,959

35,001,716

TOTAL UNITED KINGDOM

508,437,607

United States of America - 3.3%

Albemarle Corp.

151,700

8,360,187

Corrections Corp. of America

310,112

10,435,269

FMC Corp.

163,900

8,771,928

JPMorgan Chase & Co.

85,300

3,555,304

Lorillard, Inc.

73,000

8,468,730

McGraw-Hill Companies, Inc.

151,400

8,369,392

National Oilwell Varco, Inc.

89,300

6,581,410

Varian Medical Systems, Inc. (a)(d)

125,000

8,345,000

TOTAL UNITED STATES OF AMERICA

62,887,220

TOTAL COMMON STOCKS

(Cost $1,707,811,265)


1,813,725,590

Nonconvertible Preferred Stocks - 2.5%

 

 

 

 

Germany - 2.5%

Henkel AG & Co. KGaA

234,500

18,726,186

ProSiebenSat.1 Media AG

295,800

8,243,125

Nonconvertible Preferred Stocks - continued

Shares

Value

Germany - continued

Sartorius AG (non-vtg.)

51,800

$ 4,330,567

Volkswagen AG

74,368

15,384,177

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $37,926,143)


46,684,055

Money Market Funds - 2.3%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

35,550,361

35,550,361

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

9,174,805

9,174,805

TOTAL MONEY MARKET FUNDS

(Cost $44,725,166)


44,725,166

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $1,790,462,574)

1,905,134,811

NET OTHER ASSETS (LIABILITIES) - 0.0%

74,448

NET ASSETS - 100%

$ 1,905,209,259

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

$ 84,150

Fidelity Securities Lending Cash Central Fund

1,140,979

Total

$ 1,225,129

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 282,780,607

$ 266,415,480

$ 16,365,127

$ -

Consumer Staples

295,031,558

207,720,419

87,311,139

-

Energy

114,157,781

29,000,839

85,156,942

-

Financials

283,092,428

239,904,381

43,188,047

-

Health Care

221,343,999

128,035,361

93,308,638

-

Industrials

281,539,891

281,539,891

-

-

Information Technology

135,927,968

111,143,538

24,784,430

-

Materials

189,055,835

125,868,318

63,187,517

-

Telecommunication Services

57,479,578

20,811,325

36,668,253

-

Money Market Funds

44,725,166

44,725,166

-

-

Total Investments in Securities:

$ 1,905,134,811

$ 1,455,164,718

$ 449,970,093

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements.

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 147,897,797

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, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $8,755,176) - See accompanying schedule:

Unaffiliated issuers (cost $1,745,737,408)

$ 1,860,409,645

 

Fidelity Central Funds (cost $44,725,166)

44,725,166

 

Total Investments (cost $1,790,462,574)

 

$ 1,905,134,811

Foreign currency held at value (cost $12,821)

12,825

Receivable for investments sold

23,918,482

Receivable for fund shares sold

1,259,145

Dividends receivable

3,757,549

Distributions receivable from Fidelity Central Funds

11,422

Other receivables

580,381

Total assets

1,934,674,615

 

 

 

Liabilities

Payable for investments purchased

$ 12,796,237

Payable for fund shares redeemed

5,483,952

Accrued management fee

1,310,526

Other affiliated payables

392,932

Other payables and accrued expenses

306,904

Collateral on securities loaned, at value

9,174,805

Total liabilities

29,465,356

 

 

 

Net Assets

$ 1,905,209,259

Net Assets consist of:

 

Paid in capital

$ 3,335,743,843

Undistributed net investment income

43,880,081

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(1,589,020,510)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

114,605,845

Net Assets

$ 1,905,209,259

 

 

 

Overseas:
Net Asset Value
, offering price and redemption price per share ($1,639,724,856 ÷ 52,300,348 shares)

$ 31.35

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($265,484,403 ÷ 8,476,978 shares)

$ 31.32

Statement of Operations

 

Year ended October 31, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 66,575,637

Interest

 

49

Income from Fidelity Central Funds

 

1,225,129

Income before foreign taxes withheld

 

67,800,815

Less foreign taxes withheld

 

(5,228,771)

Total income

 

62,572,044

 

 

 

Expenses

Management fee
Basic fee

$ 13,921,215

Performance adjustment

(6,285,452)

Transfer agent fees

4,050,766

Accounting and security lending fees

877,870

Custodian fees and expenses

200,601

Independent trustees' compensation

13,738

Appreciation in deferred trustee compensation account

321

Registration fees

61,330

Audit

87,788

Legal

102,645

Interest

559

Miscellaneous

30,452

Total expenses before reductions

13,061,833

Expense reductions

(533,186)

12,528,647

Net investment income (loss)

50,043,397

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(145,800,189)

Foreign currency transactions

(567,202)

Futures contracts

4,377,933

Total net realized gain (loss)

 

(141,989,458)

Change in net unrealized appreciation (depreciation) on:

Investment securities

260,262,752

Assets and liabilities in foreign currencies

(89,261)

Total change in net unrealized appreciation (depreciation)

 

260,173,491

Net gain (loss)

118,184,033

Net increase (decrease) in net assets resulting from operations

$ 168,227,430

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,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 50,043,397

$ 70,820,055

Net realized gain (loss)

(141,989,458)

282,595,294

Change in net unrealized appreciation (depreciation)

260,173,491

(436,401,912)

Net increase (decrease) in net assets resulting from operations

168,227,430

(82,986,563)

Distributions to shareholders from net investment income

(70,077,891)

(92,196,839)

Distributions to shareholders from net realized gain

(1,661,965)

-

Total distributions

(71,739,856)

(92,196,839)

Share transactions - net increase (decrease)

(857,000,541)

(3,671,962,139)

Redemption fees

66,899

112,180

Total increase (decrease) in net assets

(760,446,068)

(3,847,033,361)

 

 

 

Net Assets

Beginning of period

2,665,655,327

6,512,688,688

End of period (including undistributed net investment income of $43,880,081 and undistributed net investment income of $64,516,366, respectively)

$ 1,905,209,259

$ 2,665,655,327

Financial Highlights - Overseas

Years ended October 31,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.28

$ 31.56

$ 30.13

$ 25.43

$ 58.39

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .73

.47

.42

.52

.55

Net realized and unrealized gain (loss)

  2.19

(2.27)

1.49

4.55

(27.19)

Total from investment operations

  2.92

(1.80)

1.91

5.07

(26.64)

Distributions from net investment income

  (.83)

(.48)

(.47)

(.37)

(.57)

Distributions from net realized gain

  (.02)

-

(.01)

-

(5.75)

Total distributions

  (.85)

(.48)

(.48)

(.37)

(6.32)

Redemption fees added to paid in capital B,F

-

-

-

-

-

Net asset value, end of period

$ 31.35

$ 29.28

$ 31.56

$ 30.13

$ 25.43

Total Return A

  10.37%

(5.83)%

6.33%

20.44%

(50.88)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  .69%

.73%

.89%

1.02%

1.13%

Expenses net of fee waivers, if any

  .69%

.73%

.89%

1.02%

1.13%

Expenses net of all reductions

  .67%

.67%

.85%

.98%

1.10%

Net investment income (loss)

  2.52%

1.44%

1.41%

2.01%

1.33%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,639,725

$ 2,215,717

$ 5,548,689

$ 6,602,017

$ 5,464,901

Portfolio turnover rate D

  90%

77%

111%

115%

113%

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,

2012

2011

2010

2009

2008 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.29

$ 31.59

$ 30.16

$ 25.45

$ 45.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .79

.52

.47

.59

.13

Net realized and unrealized gain (loss)

  2.18

(2.27)

1.50

4.54

(19.68)

Total from investment operations

  2.97

(1.75)

1.97

5.13

(19.55)

Distributions from net investment income

  (.92)

(.55)

(.53)

(.42)

-

Distributions from net realized gain

  (.02)

-

(.01)

-

-

Total distributions

  (.94)

(.55)

(.54)

(.42)

-

Redemption fees added to paid in capital D,I

-

-

-

-

-

Net asset value, end of period

$ 31.32

$ 29.29

$ 31.59

$ 30.16

$ 25.45

Total Return B,C

  10.59%

(5.67)%

6.55%

20.73%

(43.44)%

Ratios to Average Net Assets E,H

 

 

 

 

 

Expenses before reductions

  .51%

.56%

.69%

.78%

.96% A

Expenses net of fee waivers, if any

  .51%

.55%

.69%

.78%

.96% A

Expenses net of all reductions

  .48%

.50%

.66%

.74%

.93% A

Net investment income (loss)

  2.70%

1.61%

1.60%

2.25%

1.08% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 265,484

$ 291,323

$ 368,004

$ 383,048

$ 44,277

Portfolio turnover rate F

  90%

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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Overseas Fund


Notes to Financial Statements

For the period ended October 31, 2012

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 and Class K shares each of which has equal rights as to assets and voting privileges. The Fund offered Class F shares during the period June 26, 2009 through December 16, 2011, and all outstanding shares were redeemed by December 16, 2011. 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 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.

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, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Annual Report

Fidelity Overseas Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost 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 under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 181,334,156

Gross unrealized depreciation

(78,692,488)

Net unrealized appreciation (depreciation) on securities and other investments

$ 102,641,668

 

 

Tax Cost

$ 1,802,493,143

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 44,077,257

Capital loss carryforward

$ (1,576,989,942)

Net unrealized appreciation (depreciation)

$ 102,575,276

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration

 

 

 

2016

$ (464,379,964)

2017

(939,719,765)

Total with expiration

(1,404,099,729)

No expiration

 

Short-term

(45,748,177)

Long-term

(127,142,036)

Total no expiration

(172,890,213)

Total capital loss carryforward

$ (1,576,989,942)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 71,739,856

$ 92,196,839

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 December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified instrument based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

Annual Report

Fidelity Overseas Fund

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable is included in daily variation margin on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are shown in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument at period end.

During the period the Fund recognized net realized gain (loss) of $4,377,933 related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,730,739,879 and $2,430,078,978, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the 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 .39% of the Fund's average net assets.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Overseas. 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:

 

Amount

% of
Average
Net Assets

Overseas

$ 3,904,215

.23

Class K

146,551

.05

 

$ 4,050,766

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $737 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 29,057,000

.35%

$ 559

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5,640 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,140,979. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $533,174 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 $12.

Annual Report

Fidelity Overseas Fund

Notes to Financial Statements - continued

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012 A

2011 A

From net investment income

 

 

Overseas

$ 56,962,859

$ 75,897,727

Class K

9,516,308

6,408,873

Class F

3,598,724

9,890,239

Total

$ 70,077,891

$ 92,196,839

From net realized gain

 

 

Overseas

$ 1,377,579

$ -

Class K

207,326

-

Class F

77,060

-

Total

$ 1,661,965

$ -

A All Class F shares were redeemed on December 16, 2011.

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012 A

2011

2012 A

2011

Overseas

 

 

 

 

Shares sold

5,513,981

10,588,919

$ 159,997,895

$ 338,680,110

Reinvestment of distributions

2,082,243

2,356,512

57,282,489

75,196,294

Shares redeemed

(30,970,724)

(113,084,725)

(876,498,461)

(3,611,089,764)

Net increase (decrease)

(23,374,500)

(100,139,294)

$ (659,218,077)

$ (3,197,213,360)

Class K

 

 

 

 

Shares sold

5,090,211

4,129,689

$ 145,041,228

$ 128,992,232

Reinvestment of distributions

354,489

201,094

9,723,634

6,408,873

Shares redeemed

(6,913,669)

(6,034,878)

(205,273,028)

(198,074,826)

Net increase (decrease)

(1,468,969)

(1,704,095)

$ (50,508,166)

$ (62,673,721)

Class F

 

 

 

 

Shares sold

373,582

12,066,248

$ 10,277,470

$ 388,123,231

Reinvestment of distributions

134,104

310,526

3,675,784

9,890,239

Shares redeemed

(5,923,991)

(25,830,866)

(161,227,552)

(810,088,528)

Net increase (decrease)

(5,416,305)

(13,454,092)

$ (147,274,298)

$ (412,075,058)

A All Class F shares were redeemed on December 16, 2011.

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 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, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2012

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 227 funds advised by FMR or an affiliate. Mr. Curvey oversees 434 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 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's 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 the 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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

Class K designates 71% of dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are $0.897 and $0.0493 for the dividend paid December 5, 2011.

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, 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.

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) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, as available, the cumulative total returns of Class K 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 box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom 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

ove139012

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 longer 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 between the fund's classes reflect the variations in class expenses, which result in lower performance for the higher expense class. The Board discussed with FMR actions to improve the fund's disappointing performance relative to its peer group and benchmark. The Board noted that this fund had underperformed in the past and discussed with FMR its disappointment with the continued underperformance of the fund. The Board noted that there was a portfolio management change for the fund in January 2012. 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

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 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 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Fidelity Overseas Fund

ove139014

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 2011. 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 2011.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.
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
Smithfield, RI

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 Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

OVE-K-UANN-1212
1.863317.104

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Global Commodity Stock

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2012

(Fidelity Cover Art)

Class A, Class T, Class B,
and Class C are classes
of Fidelity® Global Commodity
Stock Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 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. © 2012 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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, 2012

Past 1
year

Life of
fund
A

  Class A (incl. 5.75% sales charge)

-8.76%

9.91%

  Class T (incl. 3.50% sales charge)

-6.81%

10.33%

  Class B (incl. contingent deferred sales charge) B

-8.74%

10.21%

  Class C (incl. contingent deferred sales charge) C

-4.84%

10.88%

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.

agc167945

Annual Report


Management's Discussion of Fund Performance

Market Recap: Global stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a solid advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind for foreign investments, stocks worldwide rose 8.96% for the 12 months, as measured by the MSCI® ACWI® (All Country World Index) Index, largely buttressed in the summer by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, the U.S. showed the most impressive gain among major markets, advancing 15%, closely followed by Asia-Pacific ex Japan (+10%). A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes. However, continued weakness in peripheral European markets caused the region to lag the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of the MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

Comments from 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 -3.19%, -3.43%, -3.93% and -3.88%, respectively (excluding sales charges), versus -2.63% for the MSCI® ACWI® (All Country World Index) Commodity Producers Sector Capped Index. The fund was hurt the most by its investments in coal stocks, while choices in oil/gas refining and marketing meaningfully contributed. Overweightings in coal producers Alpha Natural Resources and Peabody Energy detracted, as did oil/gas equipment and services providers such as Ion Geophysical. Underweighting several solid-performing paper-related names also hurt, including Swedish paper product maker Svenska Cellulosa. Conversely, investments in refiners such as Marathon Petroleum and Tesoro were standouts, while oil/gas exploration and production firm Nexen was the fund's top individual contributor after its stock surged in late July on a takeover bid from Hong Kong-based CNOOC. Cabot Oil & Gas was another contributor. In agriculture, the fund benefited in part from an overweighting in fertilizer maker CF Industries Holdings. Some of the stocks I've mentioned were not in the benchmark and/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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012 to October 31, 2012

Class A

1.33%

 

 

 

Actual

 

$ 1,000.00

$ 990.50

$ 6.65

HypotheticalA

 

$ 1,000.00

$ 1,018.45

$ 6.75

Class T

1.59%

 

 

 

Actual

 

$ 1,000.00

$ 989.10

$ 7.95

HypotheticalA

 

$ 1,000.00

$ 1,017.14

$ 8.06

Class B

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 987.00

$ 10.44

HypotheticalA

 

$ 1,000.00

$ 1,014.63

$ 10.58

Class C

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 987.00

$ 10.44

HypotheticalA

 

$ 1,000.00

$ 1,014.63

$ 10.58

Global Commodity Stock

1.08%

 

 

 

Actual

 

$ 1,000.00

$ 991.90

$ 5.41

HypotheticalA

 

$ 1,000.00

$ 1,019.71

$ 5.48

Institutional Class

1.03%

 

 

 

Actual

 

$ 1,000.00

$ 992.60

$ 5.16

HypotheticalA

 

$ 1,000.00

$ 1,019.96

$ 5.23

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

BHP Billiton PLC

5.7

5.6

Monsanto Co.

5.0

4.6

Syngenta AG (Switzerland)

3.9

1.8

Potash Corp. of Saskatchewan, Inc.

3.4

4.1

Royal Dutch Shell PLC Class A (United Kingdom)

3.2

3.0

Rio Tinto PLC

2.9

2.7

Chevron Corp.

2.0

3.1

BP PLC

1.9

1.8

Agrium, Inc.

1.7

1.4

International Paper Co.

1.7

1.2

 

31.4

Top Sectors (% of fund's net assets)

As of October 31, 2012

agc167947

Metals 35.2%

 

agc167949

Energy 34.0%

 

agc167951

Agriculture 28.7%

 

agc167953

Other 1.6%

 

jmcw

Short-Term Investments
and Net Other Assets 0.5%

 

agc167957

As of April 30, 2012

agc167947

Energy 37.0%

 

agc167949

Metals 36.8%

 

agc167951

Agriculture 23.5%

 

agc167953

Other 2.5%

 

jmcw

Short-Term Investments
and Net Other Assets 0.2%

 

agc167964

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 99.5%

Shares

Value

CHEMICALS - 21.2%

Commodity Chemicals - 0.0%

Braskem SA (PN-A)

13,250

$ 87,547

Fertilizers & Agricultural Chemicals - 21.2%

Agrium, Inc.

94,300

9,930,888

CF Industries Holdings, Inc.

42,072

8,632,754

China BlueChemical Ltd. (H Shares)

2,450,000

1,552,184

Incitec Pivot Ltd.

838,984

2,752,067

Israel Chemicals Ltd.

337,000

4,217,218

Israel Corp. Ltd. (Class A)

1,000

679,773

K&S AG

74,207

3,510,694

Monsanto Co.

339,900

29,255,193

Potash Corp. of Saskatchewan, Inc.

501,600

20,164,446

Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR

3,100

179,335

Syngenta AG (Switzerland)

58,362

22,754,733

Taiwan Fertilizer Co. Ltd.

93,000

221,595

The Mosaic Co.

181,700

9,510,178

United Phosphorous Ltd. (a)

252,256

534,939

Uralkali OJSC GDR (Reg. S)

137,900

5,402,922

Yara International ASA

115,400

5,436,732

 

124,735,651

Specialty Chemicals - 0.0%

LyondellBasell Industries NV Class A

3,900

208,221

TOTAL CHEMICALS

125,031,419

CONSTRUCTION & ENGINEERING - 0.0%

Construction & Engineering - 0.0%

FLSmidth & Co. A/S

3,100

183,134

CONSTRUCTION MATERIALS - 0.1%

Construction Materials - 0.1%

Martin Marietta Materials, Inc.

7,100

584,401

CONTAINERS & PACKAGING - 0.1%

Paper Packaging - 0.1%

Klabin SA (PN) (non-vtg.)

31,700

186,200

Rock-Tenn Co. Class A

9,000

658,710

 

844,910

Common Stocks - continued

Shares

Value

ENERGY EQUIPMENT & SERVICES - 1.5%

Oil & Gas Drilling - 1.2%

Eurasia Drilling Co. Ltd. GDR (Reg. S)

8,000

$ 276,800

Noble Corp.

56,600

2,136,084

Ocean Rig UDW, Inc. (United States) (a)

90,700

1,439,409

Rowan Companies PLC (a)

32,900

1,043,259

Unit Corp. (a)

14,400

581,040

Vantage Drilling Co. (a)

1,074,382

1,976,863

 

7,453,455

Oil & Gas Equipment & Services - 0.3%

Cameron International Corp. (a)

12,700

643,128

National Oilwell Varco, Inc.

4,200

309,540

Superior Energy Services, Inc. (a)

36,600

744,078

 

1,696,746

TOTAL ENERGY EQUIPMENT & SERVICES

9,150,201

FOOD PRODUCTS - 4.1%

Agricultural Products - 4.0%

Archer Daniels Midland Co.

311,500

8,360,660

Bunge Ltd.

104,400

7,415,532

China Agri-Industries Holdings Ltd.

1,561,000

976,878

Golden Agri-Resources Ltd.

4,481,000

2,295,971

Ingredion, Inc.

10,400

639,184

Viterra, Inc.

200,600

3,161,396

Wilmar International Ltd.

214,000

542,105

 

23,391,726

Packaged Foods & Meats - 0.1%

Tyson Foods, Inc. Class A

46,300

778,303

TOTAL FOOD PRODUCTS

24,170,029

MACHINERY - 0.7%

Construction & Farm Machinery & Heavy Trucks - 0.7%

Caterpillar, Inc.

3,200

271,392

Cummins, Inc.

2,900

271,382

Deere & Co.

450

38,448

Fiat Industrial SpA

186,900

2,024,002

Jain Irrigation Systems Ltd.

442,016

537,271

Joy Global, Inc.

12,850

802,483

 

3,944,978

Common Stocks - continued

Shares

Value

METALS & MINING - 35.2%

Aluminum - 0.2%

Alcoa, Inc.

135,300

$ 1,159,521

Diversified Metals & Mining - 18.2%

Anglo American PLC (United Kingdom)

286,151

8,787,601

BHP Billiton PLC

1,044,896

33,490,228

Copper Mountain Mining Corp. (a)

1,376,156

5,566,629

Eurasian Natural Resources Corp. PLC

86,200

455,848

First Quantum Minerals Ltd.

164,100

3,688,656

Freeport-McMoRan Copper & Gold, Inc.

239,200

9,300,096

Glencore International PLC (d)

698,800

3,868,535

Grupo Mexico SA de CV Series B

89,411

286,519

Horsehead Holding Corp. (a)

221,000

2,000,050

Iluka Resources Ltd.

344,446

3,546,918

Inmet Mining Corp.

16,800

866,283

Ivanhoe Australia Ltd. (a)

536,258

487,080

Jiangxi Copper Co. Ltd. (H Shares)

75,000

194,031

Kazakhmys PLC

28,100

321,506

Korea Zinc Co. Ltd.

1,100

451,977

Norilsk Nickel OJSC sponsored ADR

1,700

25,789

OZ Minerals Ltd.

531

4,514

Rio Tinto PLC

341,587

17,064,470

Sterlite Industries (India) Ltd.

148,488

273,500

Sumitomo Metal Mining Co. Ltd.

103,000

1,356,044

Teck Resources Ltd. Class B (sub. vtg.)

111,100

3,526,278

Turquoise Hill Resources Ltd. (a)(d)

510,014

3,988,195

Walter Energy, Inc.

26,800

936,928

Xstrata PLC

416,691

6,583,812

 

107,071,487

Gold - 9.3%

Agnico-Eagle Mines Ltd. (Canada)

32,400

1,829,323

AngloGold Ashanti Ltd. sponsored ADR

103,800

3,527,124

Barrick Gold Corp.

227,800

9,212,358

Centerra Gold, Inc.

40,500

459,439

Eldorado Gold Corp.

218,350

3,226,880

Gold Fields Ltd. sponsored ADR

156,900

1,962,819

Goldcorp, Inc.

185,810

8,399,821

Harmony Gold Mining Co. Ltd. sponsored ADR

158,500

1,315,550

IAMGOLD Corp.

97,900

1,519,349

Kinross Gold Corp.

264,705

2,629,160

New Gold, Inc. (a)

255,100

2,985,851

Newcrest Mining Ltd.

170,840

4,687,108

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Gold - continued

Newmont Mining Corp.

99,000

$ 5,400,450

Osisko Mining Corp. (a)

99,400

976,334

Premier Gold Mines Ltd. (a)

301,500

1,693,532

Randgold Resources Ltd. sponsored ADR

17,800

2,128,702

Yamana Gold, Inc.

150,200

3,033,326

 

54,987,126

Precious Metals & Minerals - 1.1%

Aquarius Platinum Ltd. (United Kingdom)

492,800

298,221

Gem Diamonds Ltd. (a)

223,600

608,908

Impala Platinum Holdings Ltd.

10,000

179,917

Lonmin PLC (d)

5,922

49,026

Northam Platinum Ltd.

30,500

114,674

Pan American Silver Corp.

92,300

2,024,824

Silver Wheaton Corp.

74,400

2,998,348

 

6,273,918

Steel - 6.4%

African Minerals Ltd. (a)

612,800

2,702,186

Allegheny Technologies, Inc.

28,000

737,800

ArcelorMittal SA Class A unit (d)

202,400

2,989,448

Bradespar SA (PN)

12,600

186,111

Carpenter Technology Corp.

3,400

165,274

Cliffs Natural Resources, Inc.

26,100

946,647

Commercial Metals Co.

19,550

269,008

Eregli Demir ve Celik Fabrikalari T.A.S.

149,000

177,054

Fortescue Metals Group Ltd. (d)

624,689

2,645,710

Gerdau SA sponsored ADR

179,500

1,577,805

Hyundai Steel Co.

30,714

2,211,323

JFE Holdings, Inc.

119,000

1,677,001

Jindal Steel & Power Ltd.

61,255

442,122

London Mining PLC (a)

1,327,900

3,267,920

Maanshan Iron & Steel Ltd. (H Shares) (a)

977,000

252,127

Magnitogorsk Iron & Steel Works OJSC unit (a)

143,600

619,203

Nucor Corp.

24,600

987,198

POSCO

15,694

4,934,748

Reliance Steel & Aluminum Co.

7,100

385,814

Salzgitter AG

4,700

203,378

Sims Metal Management Ltd.

21,500

210,091

Tata Steel Ltd.

63,017

459,349

Thyssenkrupp AG (d)

56,600

1,287,871

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Steel - continued

Usinas Siderurgicas de Minas Gerais SA - Usiminas (PN-A) (non-vtg.)

58,700

$ 283,522

Vale SA (PN-A) sponsored ADR

403,000

7,169,370

Voestalpine AG

23,100

727,568

Yamato Kogyo Co. Ltd.

9,100

255,457

 

37,771,105

TOTAL METALS & MINING

207,263,157

OIL, GAS & CONSUMABLE FUELS - 32.5%

Coal & Consumable Fuels - 1.7%

Alpha Natural Resources, Inc. (a)(d)

484,337

4,150,768

Banpu PCL (For. Reg.)

8,950

114,392

Cameco Corp.

24,600

477,098

China Shenhua Energy Co. Ltd. (H Shares)

54,000

229,934

Paladin Energy Ltd.:

(Australia) (a)

46,842

55,189

(Canada) (a)

271,500

320,771

Peabody Energy Corp.

141,600

3,950,640

Whitehaven Coal Ltd.

138,200

437,548

Yanzhou Coal Mining Co. Ltd. (H Shares)

102,000

152,044

 

9,888,384

Integrated Oil & Gas - 17.3%

BG Group PLC

271,550

5,028,504

BP PLC

1,556,100

11,113,052

Cenovus Energy, Inc.

38,100

1,343,943

Chevron Corp.

105,900

11,671,239

China Petroleum & Chemical Corp. (H Shares)

508,000

535,370

ENI SpA

254,827

5,863,806

Exxon Mobil Corp.

69,961

6,378,344

Gazprom OAO sponsored ADR

474,100

4,333,274

Hess Corp.

51,900

2,712,294

InterOil Corp. (a)

41,300

2,663,024

Lukoil Oil Co. sponsored ADR

39,900

2,401,980

Murphy Oil Corp.

38,700

2,322,000

Occidental Petroleum Corp.

95,100

7,509,096

OMV AG

13,300

486,134

Origin Energy Ltd.

254,563

3,001,870

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR (non-vtg.)

259,600

5,329,588

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Integrated Oil & Gas - continued

Repsol YPF SA

72,671

$ 1,452,449

Royal Dutch Shell PLC Class A (United Kingdom)

548,750

18,829,121

StatoilHydro ASA

64,600

1,591,031

Suncor Energy, Inc.

199,432

6,693,327

Total SA

14,900

750,516

 

102,009,962

Oil & Gas Exploration & Production - 12.4%

Anadarko Petroleum Corp.

127,800

8,793,918

Apache Corp.

90,000

7,447,500

Baytex Energy Corp.

4,300

195,680

Bonavista Energy Corp. (d)

45,000

806,959

C&C Energia Ltd. (a)

284,900

1,660,193

Cabot Oil & Gas Corp.

32,200

1,512,756

Canadian Natural Resources Ltd.

199,200

6,003,424

Canadian Oil Sands Ltd.

8,600

182,548

Chesapeake Energy Corp.

65,700

1,331,082

Cimarex Energy Co.

7,400

423,132

CNOOC Ltd.

120,000

246,957

CNOOC Ltd. sponsored ADR (d)

14,800

3,042,140

Cobalt International Energy, Inc. (a)

99,800

2,076,838

Concho Resources, Inc. (a)

7,000

602,840

ConocoPhillips

3,200

185,120

Crew Energy, Inc. (a)

378,000

2,910,458

Denbury Resources, Inc. (a)

251,900

3,861,627

Devon Energy Corp.

32,600

1,897,646

Double Eagle Petroleum Co. (a)(d)

284,610

1,425,896

EOG Resources, Inc.

14,700

1,712,403

EQT Corp.

4,600

278,898

INPEX Corp.

437

2,490,730

Marathon Oil Corp.

62,600

1,881,756

Newfield Exploration Co. (a)

9,100

246,792

Nexen, Inc.

10,400

248,350

Noble Energy, Inc.

15,800

1,501,158

NOVATEK OAO GDR (Reg. S)

8,700

991,800

Oasis Petroleum, Inc. (a)

3,150

92,516

OGX Petroleo e Gas Participacoes SA (a)

56,600

131,255

Oil Search Ltd. ADR

46,796

361,410

Pacific Rubiales Energy Corp.

1,700

39,983

Painted Pony Petroleum Ltd. (a)(e)

15,000

162,203

Painted Pony Petroleum Ltd. Class A (a)

213,100

2,304,360

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Oil & Gas Exploration & Production - continued

Pengrowth Energy Corp. (d)

54,200

$ 325,064

Penn West Petroleum Ltd.

160,000

2,077,797

PetroBakken Energy Ltd. Class A (d)

132,900

1,677,966

Petrominerales Ltd.

241,126

1,933,837

Pioneer Natural Resources Co.

11,700

1,236,105

QEP Resources, Inc.

18,100

524,900

Rosetta Resources, Inc. (a)

13,200

607,728

Santos Ltd.

92,100

1,100,407

SM Energy Co.

5,700

307,344

Southwestern Energy Co. (a)

30,900

1,072,230

Talisman Energy, Inc.

86,500

980,406

Tullow Oil PLC

89,300

2,023,275

Whiting Petroleum Corp. (a)

30,100

1,264,802

Woodside Petroleum Ltd.

24,408

871,583

 

73,053,772

Oil & Gas Refining & Marketing - 0.8%

Marathon Petroleum Corp.

26,850

1,474,871

Phillips 66

4,100

193,356

Tesoro Corp.

29,900

1,127,529

Valero Energy Corp.

60,700

1,766,370

 

4,562,126

Oil & Gas Storage & Transport - 0.3%

Cheniere Energy, Inc. (a)

73,900

1,189,051

The Williams Companies, Inc.

18,000

629,820

 

1,818,871

TOTAL OIL, GAS & CONSUMABLE FUELS

191,333,115

PAPER & FOREST PRODUCTS - 3.6%

Paper Products - 3.6%

Empresas CMPC SA

333,075

1,277,197

International Paper Co.

275,700

9,878,331

MeadWestvaco Corp.

800

23,752

Nine Dragons Paper (Holdings) Ltd.

869,000

612,221

Nippon Paper Group, Inc. (d)

86,800

992,715

Oji Holdings Corp.

268,000

785,569

Stora Enso Oyj (R Shares)

487,600

3,076,589

UPM-Kymmene Corp.

405,300

4,339,222

 

20,985,596

Common Stocks - continued

Shares

Value

SPECIALTY RETAIL - 0.4%

Specialty Stores - 0.4%

Tsutsumi Jewelry Co. Ltd.

95,500

$ 2,190,411

TRADING COMPANIES & DISTRIBUTORS - 0.1%

Trading Companies & Distributors - 0.1%

Mitsubishi Corp.

28,900

515,877

TOTAL COMMON STOCKS

(Cost $614,116,238)


586,197,228

Money Market Funds - 3.1%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

1,525,856

1,525,856

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

16,641,647

16,641,647

TOTAL MONEY MARKET FUNDS

(Cost $18,167,503)


18,167,503

TOTAL INVESTMENT PORTFOLIO - 102.6%

(Cost $632,283,741)

604,364,731

NET OTHER ASSETS (LIABILITIES) - (2.6)%

(15,234,186)

NET ASSETS - 100%

$ 589,130,545

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 $162,203 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

$ 6,102

Fidelity Securities Lending Cash Central Fund

447,820

Total

$ 453,922

Other Information

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Common Stocks

$ 586,197,228

$ 468,387,561

$ 117,809,667

$ -

Money Market Funds

18,167,503

18,167,503

-

-

Total Investments in Securities:

$ 604,364,731

$ 486,555,064

$ 117,809,667

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 40,233,339

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America

31.3%

Canada

20.9%

United Kingdom

18.5%

Switzerland

4.3%

Australia

3.6%

Brazil

2.5%

Russia

2.3%

Bermuda

2.0%

Japan

1.7%

Italy

1.3%

Korea (South)

1.3%

Finland

1.3%

Norway

1.2%

South Africa

1.1%

Bailiwick of Jersey

1.1%

Others (Individually Less Than 1%)

5.6%

 

100.0%

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $15,891,643) - See accompanying schedule:

Unaffiliated issuers (cost $614,116,238)

$ 586,197,228

 

Fidelity Central Funds (cost $18,167,503)

18,167,503

 

Total Investments (cost $632,283,741)

 

$ 604,364,731

Receivable for investments sold

3,085,957

Receivable for fund shares sold

635,744

Dividends receivable

697,233

Distributions receivable from Fidelity Central Funds

25,559

Other receivables

25,267

Total assets

608,834,491

 

 

 

Liabilities

Payable for investments purchased

$ 862,645

Payable for fund shares redeemed

1,560,012

Accrued management fee

352,531

Distribution and service plan fees payable

57,926

Other affiliated payables

173,018

Other payables and accrued expenses

56,167

Collateral on securities loaned, at value

16,641,647

Total liabilities

19,703,946

 

 

 

Net Assets

$ 589,130,545

Net Assets consist of:

 

Paid in capital

$ 653,044,854

Undistributed net investment income

4,752,569

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(40,740,018)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(27,926,860)

Net Assets

$ 589,130,545

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2012

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($99,694,434 ÷ 6,832,148 shares)

$ 14.59

 

 

 

Maximum offering price per share (100/94.25 of $14.59)

$ 15.48

Class T:
Net Asset Value
and redemption price per share ($16,692,439 ÷ 1,147,836 shares)

$ 14.54

 

 

 

Maximum offering price per share (100/96.50 of $14.54)

$ 15.07

Class B:
Net Asset Value
and offering price per share ($3,096,607 ÷ 214,827 shares)A

$ 14.41

 

 

 

Class C:
Net Asset Value
and offering price per share ($31,865,429 ÷ 2,217,584 shares)A

$ 14.37

 

 

 

Global Commodity Stock:
Net Asset Value
, offering price and redemption price per share ($387,241,629 ÷ 26,407,116 shares)

$ 14.66

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($50,540,007 ÷ 3,445,636 shares)

$ 14.67

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, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 14,713,564

Interest

 

7,665

Income from Fidelity Central Funds

 

453,922

Income before foreign taxes withheld

 

15,175,151

Less foreign taxes withheld

 

(949,994)

Total income

 

14,225,157

 

 

 

Expenses

Management fee

$ 4,742,379

Transfer agent fees

1,946,370

Distribution and service plan fees

749,354

Accounting and security lending fees

334,777

Custodian fees and expenses

90,233

Independent trustees' compensation

4,478

Registration fees

112,635

Audit

54,137

Legal

3,454

Interest

1,155

Miscellaneous

9,469

Total expenses before reductions

8,048,441

Expense reductions

(50,515)

7,997,926

Net investment income (loss)

6,227,231

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(27,052,701)

Foreign currency transactions

(554,431)

Total net realized gain (loss)

 

(27,607,132)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $5,167)

(9,235,369)

Assets and liabilities in foreign currencies

240,281

Total change in net unrealized appreciation (depreciation)

 

(8,995,088)

Net gain (loss)

(36,602,220)

Net increase (decrease) in net assets resulting from operations

$ (30,374,989)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 6,227,231

$ 6,869,450

Net realized gain (loss)

(27,607,132)

(6,898,032)

Change in net unrealized appreciation (depreciation)

(8,995,088)

(67,719,909)

Net increase (decrease) in net assets resulting
from operations

(30,374,989)

(67,748,491)

Distributions to shareholders from net investment income

(3,692,921)

(5,045,313)

Distributions to shareholders from net realized gain

(671,463)

(2,104,800)

Total distributions

(4,364,384)

(7,150,113)

Share transactions - net increase (decrease)

(156,629,581)

418,528,912

Redemption fees

31,600

94,436

Total increase (decrease) in net assets

(191,337,354)

343,724,744

 

 

 

Net Assets

Beginning of period

780,467,899

436,743,155

End of period (including undistributed net investment income of $4,752,569 and undistributed net investment income of $2,852,890, respectively)

$ 589,130,545

$ 780,467,899

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 15.14

$ 15.60

$ 13.29

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .11

  .12

  .19 H

  (.01)

Net realized and unrealized gain (loss)

  (.59)

  (.38)

  2.20

  3.29

Total from investment operations

  (.48)

  (.26)

  2.39

  3.28

Distributions from net investment income

  (.05)

  (.13)

  - K

  -

Distributions from net realized gain

  (.01)

  (.06)

  (.08)

  -

Total distributions

  (.07) M

  (.20) L

  (.08)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 14.59

$ 15.14

$ 15.60

$ 13.29

Total Return B,C,D

  (3.19)%

  (1.80)%

  18.04%

  32.90%

Ratios to Average Net Assets F,J

 

 

 

 

Expenses before reductions

  1.34%

  1.32%

  1.37%

  1.65% A

Expenses net of fee waivers, if any

  1.34%

  1.32%

  1.37%

  1.50% A

Expenses net of all reductions

  1.33%

  1.31%

  1.36%

  1.48% A

Net investment income (loss)

  .80%

  .71%

  1.35% H

  (.15)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 99,694

$ 127,979

$ 60,370

$ 15,705

Portfolio turnover rate G

  91%

  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 large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring 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.

M Total distributions of $.07 per share is comprised of distributions from net investment income of $.052 and distributions from net realized gain of $.014 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 15.08

$ 15.55

$ 13.27

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .08

  .07

  .16 H

  (.03)

Net realized and unrealized gain (loss)

  (.60)

  (.38)

  2.19

  3.29

Total from investment operations

  (.52)

  (.31)

  2.35

  3.26

Distributions from net investment income

  (.01)

  (.10)

  -

  -

Distributions from net realized gain

  (.01)

  (.06)

  (.07)

  -

Total distributions

  (.02)

  (.16)

  (.07)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 14.54

$ 15.08

$ 15.55

$ 13.27

Total Return B,C,D

  (3.43)%

  (2.09)%

  17.73%

  32.70%

Ratios to Average Net Assets F,J

 

 

 

 

Expenses before reductions

  1.61%

  1.60%

  1.63%

  2.04% A

Expenses net of fee waivers, if any

  1.61%

  1.60%

  1.63%

  1.75% A

Expenses net of all reductions

  1.60%

  1.59%

  1.61%

  1.73% A

Net investment income (loss)

  .53%

  .43%

  1.10% H

  (.40)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 16,692

$ 20,831

$ 11,762

$ 4,665

Portfolio turnover rate G

  91%

  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 large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring 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,

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 15.00

$ 15.46

$ 13.22

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  - K

  (.01)

  .08 H

  (.07)

Net realized and unrealized gain (loss)

  (.59)

  (.39)

  2.20

  3.28

Total from investment operations

  (.59)

  (.40)

  2.28

  3.21

Distributions from net realized gain

  -

  (.06)

  (.04)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 14.41

$ 15.00

$ 15.46

$ 13.22

Total Return B,C,D

  (3.93)%

  (2.62)%

  17.23%

  32.20%

Ratios to Average Net Assets F,J

 

 

 

 

Expenses before reductions

  2.10%

  2.11%

  2.16%

  2.66% A

Expenses net of fee waivers, if any

  2.10%

  2.11%

  2.16%

  2.25% A

Expenses net of all reductions

  2.10%

  2.10%

  2.15%

  2.23% A

Net investment income (loss)

  .03%

  (.09)%

  .56% H

  (.90)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,097

$ 4,324

$ 4,348

$ 2,726

Portfolio turnover rate G

  91%

  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 large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring 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,

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 14.95

$ 15.45

$ 13.22

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .01

  (.01)

  .08 H

  (.07)

Net realized and unrealized gain (loss)

  (.59)

  (.38)

  2.19

  3.28

Total from investment operations

  (.58)

  (.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

  - K

  .01

Net asset value, end of period

$ 14.37

$ 14.95

$ 15.45

$ 13.22

Total Return B,C,D

  (3.88)%

  (2.58)%

  17.21%

  32.20%

Ratios to Average Net Assets F,J

 

 

 

 

Expenses before reductions

  2.10%

  2.09%

  2.14%

  2.53% A

Expenses net of fee waivers, if any

  2.10%

  2.09%

  2.14%

  2.25% A

Expenses net of all reductions

  2.09%

  2.08%

  2.13%

  2.23% A

Net investment income (loss)

  .03%

  (.07)%

  .58% H

  (.90)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 31,865

$ 37,185

$ 14,338

$ 4,798

Portfolio turnover rate G

  91%

  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 large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring 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,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 15.21

$ 15.66

$ 13.31

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .15

  .16

  .23 G

  .01

Net realized and unrealized gain (loss)

  (.60)

  (.39)

  2.21

  3.29

Total from investment operations

  (.45)

  (.23)

  2.44

  3.30

Distributions from net investment income

  (.08)

  (.16)

  (.01)

  -

Distributions from net realized gain

  (.01)

  (.06)

  (.08)

  -

Total distributions

  (.10) K

  (.22)

  (.09)

  -

Redemption fees added to paid in capital D

  - J

  - J

  - J

  .01

Net asset value, end of period

$ 14.66

$ 15.21

$ 15.66

$ 13.31

Total Return B,C

  (2.96)%

  (1.59)%

  18.38%

  33.10%

Ratios to Average Net Assets E,I

 

 

 

 

Expenses before reductions

  1.10%

  1.08%

  1.10%

  1.42% A

Expenses net of fee waivers, if any

  1.10%

  1.08%

  1.10%

  1.25% A

Expenses net of all reductions

  1.09%

  1.07%

  1.09%

  1.23% A

Net investment income (loss)

  1.04%

  .95%

  1.62% G

  .10% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 387,242

$ 531,224

$ 310,186

$ 159,439

Portfolio turnover rate F

  91%

  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 large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring 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.

K Total distributions of $.10 per share is comprised of distributions from net investment income of $.084 and distributions from net realized gain of $.014 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 15.22

$ 15.66

$ 13.31

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .16

  .16

  .23 G

  .01

Net realized and unrealized gain (loss)

  (.60)

  (.38)

  2.21

  3.29

Total from investment operations

  (.44)

  (.22)

  2.44

  3.30

Distributions from net investment income

  (.09)

  (.16)

  (.01)

  -

Distributions from net realized gain

  (.01)

  (.06)

  (.08)

  -

Total distributions

  (.11) K

  (.22)

  (.09)

  -

Redemption fees added to paid in capital D

  - J

  - J

  - J

  .01

Net asset value, end of period

$ 14.67

$ 15.22

$ 15.66

$ 13.31

Total Return B,C

  (2.90)%

  (1.50)%

  18.39%

  33.10%

Ratios to Average Net Assets E,I

 

 

 

 

Expenses before reductions

  1.04%

  1.03%

  1.09%

  1.36% A

Expenses net of fee waivers, if any

  1.04%

  1.03%

  1.09%

  1.25% A

Expenses net of all reductions

  1.03%

  1.03%

  1.07%

  1.23% A

Net investment income (loss)

  1.10%

  .99%

  1.64% G

  .10% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 50,540

$ 58,925

$ 35,739

$ 9,811

Portfolio turnover rate F

  91%

  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 large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring 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.

K Total distributions of $.11 per share is comprised of distributions from net investment income of $.093 and distributions from net realized gain of $.014 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, 2012

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. 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded 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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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, 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:

Gross unrealized appreciation

$ 39,956,815

Gross unrealized depreciation

(75,456,352)

Net unrealized appreciation (depreciation) on securities and other investments

$ (35,499,537)

 

 

Tax Cost

$ 639,864,268

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 4,752,569

Capital loss carryforward

$ (33,159,492)

Net unrealized appreciation (depreciation)

$ (35,507,387)

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration

 

2019

$ (6,952,413)

No expiration

 

Short-term

(26,207,079)

Total capital loss carryforward

$ (33,159,492)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 4,364,384

$ 5,112,665

Long-term Capital Gains

-

2,037,448

Total

$ 4,364,384

$ 7,150,113

Annual Report

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.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $608,021,633 and $755,930,501, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .71% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

5. 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%

$ 280,172

$ 5,920

Class T

.25%

.25%

93,536

148

Class B

.75%

.25%

36,080

27,074

Class C

.75%

.25%

339,566

113,885

 

 

 

$ 749,354

$ 147,027

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 36,090

Class T

5,451

Class B*

24,757

Class C*

11,858

 

$ 78,156

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 321,673

.29

Class T

56,848

.30

Class B

10,811

.30

Class C

101,040

.30

Global Commodity Stock

1,331,070

.30

Institutional Class

124,928

.24

 

$ 1,946,370

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $6,902 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average Interest Rate

Interest Expense

Borrower

$ 2,814,765

.41%

$ 1,098

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 $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,897 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 $447,820. During the period, there were no securities loaned to FCM.

8. 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 loan balance during the period for which loans were outstanding amounted to $1,543,000. The weighted average interest rate was .66%. The interest expense amounted to $57 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

Annual Report

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $50,515 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 437,422

$ 597,144

Class T

12,232

82,038

Class C

-

56,214

Global Commodity Stock

2,878,965

3,895,270

Institutional Class

364,302

414,647

Total

$ 3,692,921

$ 5,045,313

 

From net realized gain

 

 

Class A

$ 117,768

$ 275,211

Class T

19,027

52,381

Class B

-

16,866

Class C

-

68,717

Global Commodity Stock

479,827

1,532,256

Institutional Class

54,841

159,369

Total

$ 671,463

$ 2,104,800

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

1,675,922

7,297,574

$ 24,194,276

$ 124,882,197

Reinvestment of distributions

32,805

39,060

472,060

643,900

Shares redeemed

(3,329,384)

(2,752,883)

(47,357,051)

(44,565,640)

Net increase (decrease)

(1,620,657)

4,583,751

$ (22,690,715)

$ 80,960,457

Class T

 

 

 

 

Shares sold

189,622

866,549

$ 2,764,209

$ 14,740,169

Reinvestment of distributions

1,948

7,294

28,015

120,226

Shares redeemed

(424,718)

(249,100)

(6,023,857)

(4,030,489)

Net increase (decrease)

(233,148)

624,743

$ (3,231,633)

$ 10,829,906

Annual Report

Notes to Financial Statements - continued

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class B

 

 

 

 

Shares sold

7,831

82,231

$ 113,787

$ 1,397,980

Reinvestment of distributions

-

917

-

14,988

Shares redeemed

(81,206)

(76,244)

(1,157,702)

(1,237,701)

Net increase (decrease)

(73,375)

6,904

$ (1,043,915)

$ 175,267

Class C

 

 

 

 

Shares sold

492,632

2,215,036

$ 7,143,884

$ 37,885,797

Reinvestment of distributions

-

6,435

-

105,874

Shares redeemed

(761,541)

(662,765)

(10,673,957)

(10,246,197)

Net increase (decrease)

(268,909)

1,558,706

$ (3,530,073)

$ 27,745,474

Global Commodity Stock

 

 

 

 

Shares sold

7,606,851

32,339,719

$ 109,989,271

$ 553,926,075

Reinvestment of distributions

210,059

293,921

3,031,159

4,855,462

Shares redeemed

(16,330,927)

(17,519,084)

(233,733,610)

(288,860,403)

Net increase (decrease)

(8,514,017)

15,114,556

$ (120,713,180)

$ 269,921,134

Institutional Class

 

 

 

 

Shares sold

1,589,148

4,225,113

$ 22,944,496

$ 72,109,877

Reinvestment of distributions

18,526

16,850

267,335

278,352

Shares redeemed

(2,034,602)

(2,651,317)

(28,631,896)

(43,491,555)

Net increase (decrease)

(426,928)

1,590,646

$ (5,420,065)

$ 28,896,674

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, 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 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, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

Class A designates 100%, Class T designates 100%, Class B designates 0%, and Class C designates 0% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A designates 100%, Class T designates 100%, Class B designates 0%, and Class C designates 0% 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

12/12/2011

$0.077

$0.0107

Class T

12/12/2011

$0.034

$0.0107

Class B

12/12/2011

$0.000

$0.000

Class C

12/12/2011

$0.000

$0.000

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, 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.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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 believes that no meaningful peer group exists for the fund principally because most other funds in the fund's third-party peer group focus on different industries or sectors than the fund. Because the fund had been in existence less than three calendar years, the following chart considered by the Board shows, for the one-year period ended December 31, 2011, the total returns of Institutional Class (Class I) and Class B of the fund and the total return of a third-party-sponsored index ("benchmark").

Annual Report

Fidelity Global Commodity Stock Fund

agc167966

The Board 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 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 31% means that 69% 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Global Commodity Stock Fund

agc167968

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 2011.

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

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 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board 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

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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

Smithfield, RI

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

(Fidelity Investment logo)(registered trademark)

AGCS-UANN-1212
1.879395.103

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Global Commodity Stock

Fund - Institutional Class

Annual Report

October 31, 2012

(Fidelity Cover Art)

Institutional Class is a
class of Fidelity® Global
Commodity Stock Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 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. © 2012 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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, 2012

Past 1
year

Life of
fund
A

  Institutional Class

-2.90%

12.05%

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.

csi248495

Annual Report


Management's Discussion of Fund Performance

Market Recap: Global stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a solid advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind for foreign investments, stocks worldwide rose 8.96% for the 12 months, as measured by the MSCI® ACWI® (All Country World Index) Index, largely buttressed in the summer by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, the U.S. showed the most impressive gain among major markets, advancing 15%, closely followed by Asia-Pacific ex Japan (+10%). A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes. However, continued weakness in peripheral European markets caused the region to lag the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of the MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

Comments from S. Joseph Wickwire II, Portfolio Manager of Fidelity Advisor® Global Commodity Stock Fund: For the year, the fund's Institutional Class shares returned -2.90%, in line with the -2.63% return of the MSCI® ACWI® (All Country World Index) Commodity Producers Sector Capped Index. The fund was hurt the most by its investments in coal stocks, while choices in oil/gas refining and marketing meaningfully contributed. Overweightings in coal producers Alpha Natural Resources and Peabody Energy detracted, as did oil/gas equipment and services providers such as Ion Geophysical. Underweighting several solid-performing paper-related names also hurt, including Swedish paper product maker Svenska Cellulosa. Conversely, investments in refiners such as Marathon Petroleum and Tesoro were standouts, while oil/gas exploration and production firm Nexen was the fund's top individual contributor after its stock surged in late July on a takeover bid from Hong Kong-based CNOOC. Cabot Oil & Gas was another contributor. In agriculture, the fund benefited in part from an overweighting in fertilizer maker CF Industries Holdings. Some of the stocks I've mentioned were not in the benchmark and/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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012 to October 31, 2012

Class A

1.33%

 

 

 

Actual

 

$ 1,000.00

$ 990.50

$ 6.65

HypotheticalA

 

$ 1,000.00

$ 1,018.45

$ 6.75

Class T

1.59%

 

 

 

Actual

 

$ 1,000.00

$ 989.10

$ 7.95

HypotheticalA

 

$ 1,000.00

$ 1,017.14

$ 8.06

Class B

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 987.00

$ 10.44

HypotheticalA

 

$ 1,000.00

$ 1,014.63

$ 10.58

Class C

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 987.00

$ 10.44

HypotheticalA

 

$ 1,000.00

$ 1,014.63

$ 10.58

Global Commodity Stock

1.08%

 

 

 

Actual

 

$ 1,000.00

$ 991.90

$ 5.41

HypotheticalA

 

$ 1,000.00

$ 1,019.71

$ 5.48

Institutional Class

1.03%

 

 

 

Actual

 

$ 1,000.00

$ 992.60

$ 5.16

HypotheticalA

 

$ 1,000.00

$ 1,019.96

$ 5.23

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

BHP Billiton PLC

5.7

5.6

Monsanto Co.

5.0

4.6

Syngenta AG (Switzerland)

3.9

1.8

Potash Corp. of Saskatchewan, Inc.

3.4

4.1

Royal Dutch Shell PLC Class A (United Kingdom)

3.2

3.0

Rio Tinto PLC

2.9

2.7

Chevron Corp.

2.0

3.1

BP PLC

1.9

1.8

Agrium, Inc.

1.7

1.4

International Paper Co.

1.7

1.2

 

31.4

Top Sectors (% of fund's net assets)

As of October 31, 2012

csi248497

Metals 35.2%

 

csi248499

Energy 34.0%

 

csi248501

Agriculture 28.7%

 

csi248503

Other 1.6%

 

jmcw

Short-Term Investments
and Net Other Assets 0.5%

 

csi248507

As of April 30, 2012

csi248497

Energy 37.0%

 

csi248499

Metals 36.8%

 

csi248501

Agriculture 23.5%

 

csi248503

Other 2.5%

 

jmcw

Short-Term Investments
and Net Other Assets 0.2%

 

csi248514

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 99.5%

Shares

Value

CHEMICALS - 21.2%

Commodity Chemicals - 0.0%

Braskem SA (PN-A)

13,250

$ 87,547

Fertilizers & Agricultural Chemicals - 21.2%

Agrium, Inc.

94,300

9,930,888

CF Industries Holdings, Inc.

42,072

8,632,754

China BlueChemical Ltd. (H Shares)

2,450,000

1,552,184

Incitec Pivot Ltd.

838,984

2,752,067

Israel Chemicals Ltd.

337,000

4,217,218

Israel Corp. Ltd. (Class A)

1,000

679,773

K&S AG

74,207

3,510,694

Monsanto Co.

339,900

29,255,193

Potash Corp. of Saskatchewan, Inc.

501,600

20,164,446

Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR

3,100

179,335

Syngenta AG (Switzerland)

58,362

22,754,733

Taiwan Fertilizer Co. Ltd.

93,000

221,595

The Mosaic Co.

181,700

9,510,178

United Phosphorous Ltd. (a)

252,256

534,939

Uralkali OJSC GDR (Reg. S)

137,900

5,402,922

Yara International ASA

115,400

5,436,732

 

124,735,651

Specialty Chemicals - 0.0%

LyondellBasell Industries NV Class A

3,900

208,221

TOTAL CHEMICALS

125,031,419

CONSTRUCTION & ENGINEERING - 0.0%

Construction & Engineering - 0.0%

FLSmidth & Co. A/S

3,100

183,134

CONSTRUCTION MATERIALS - 0.1%

Construction Materials - 0.1%

Martin Marietta Materials, Inc.

7,100

584,401

CONTAINERS & PACKAGING - 0.1%

Paper Packaging - 0.1%

Klabin SA (PN) (non-vtg.)

31,700

186,200

Rock-Tenn Co. Class A

9,000

658,710

 

844,910

Common Stocks - continued

Shares

Value

ENERGY EQUIPMENT & SERVICES - 1.5%

Oil & Gas Drilling - 1.2%

Eurasia Drilling Co. Ltd. GDR (Reg. S)

8,000

$ 276,800

Noble Corp.

56,600

2,136,084

Ocean Rig UDW, Inc. (United States) (a)

90,700

1,439,409

Rowan Companies PLC (a)

32,900

1,043,259

Unit Corp. (a)

14,400

581,040

Vantage Drilling Co. (a)

1,074,382

1,976,863

 

7,453,455

Oil & Gas Equipment & Services - 0.3%

Cameron International Corp. (a)

12,700

643,128

National Oilwell Varco, Inc.

4,200

309,540

Superior Energy Services, Inc. (a)

36,600

744,078

 

1,696,746

TOTAL ENERGY EQUIPMENT & SERVICES

9,150,201

FOOD PRODUCTS - 4.1%

Agricultural Products - 4.0%

Archer Daniels Midland Co.

311,500

8,360,660

Bunge Ltd.

104,400

7,415,532

China Agri-Industries Holdings Ltd.

1,561,000

976,878

Golden Agri-Resources Ltd.

4,481,000

2,295,971

Ingredion, Inc.

10,400

639,184

Viterra, Inc.

200,600

3,161,396

Wilmar International Ltd.

214,000

542,105

 

23,391,726

Packaged Foods & Meats - 0.1%

Tyson Foods, Inc. Class A

46,300

778,303

TOTAL FOOD PRODUCTS

24,170,029

MACHINERY - 0.7%

Construction & Farm Machinery & Heavy Trucks - 0.7%

Caterpillar, Inc.

3,200

271,392

Cummins, Inc.

2,900

271,382

Deere & Co.

450

38,448

Fiat Industrial SpA

186,900

2,024,002

Jain Irrigation Systems Ltd.

442,016

537,271

Joy Global, Inc.

12,850

802,483

 

3,944,978

Common Stocks - continued

Shares

Value

METALS & MINING - 35.2%

Aluminum - 0.2%

Alcoa, Inc.

135,300

$ 1,159,521

Diversified Metals & Mining - 18.2%

Anglo American PLC (United Kingdom)

286,151

8,787,601

BHP Billiton PLC

1,044,896

33,490,228

Copper Mountain Mining Corp. (a)

1,376,156

5,566,629

Eurasian Natural Resources Corp. PLC

86,200

455,848

First Quantum Minerals Ltd.

164,100

3,688,656

Freeport-McMoRan Copper & Gold, Inc.

239,200

9,300,096

Glencore International PLC (d)

698,800

3,868,535

Grupo Mexico SA de CV Series B

89,411

286,519

Horsehead Holding Corp. (a)

221,000

2,000,050

Iluka Resources Ltd.

344,446

3,546,918

Inmet Mining Corp.

16,800

866,283

Ivanhoe Australia Ltd. (a)

536,258

487,080

Jiangxi Copper Co. Ltd. (H Shares)

75,000

194,031

Kazakhmys PLC

28,100

321,506

Korea Zinc Co. Ltd.

1,100

451,977

Norilsk Nickel OJSC sponsored ADR

1,700

25,789

OZ Minerals Ltd.

531

4,514

Rio Tinto PLC

341,587

17,064,470

Sterlite Industries (India) Ltd.

148,488

273,500

Sumitomo Metal Mining Co. Ltd.

103,000

1,356,044

Teck Resources Ltd. Class B (sub. vtg.)

111,100

3,526,278

Turquoise Hill Resources Ltd. (a)(d)

510,014

3,988,195

Walter Energy, Inc.

26,800

936,928

Xstrata PLC

416,691

6,583,812

 

107,071,487

Gold - 9.3%

Agnico-Eagle Mines Ltd. (Canada)

32,400

1,829,323

AngloGold Ashanti Ltd. sponsored ADR

103,800

3,527,124

Barrick Gold Corp.

227,800

9,212,358

Centerra Gold, Inc.

40,500

459,439

Eldorado Gold Corp.

218,350

3,226,880

Gold Fields Ltd. sponsored ADR

156,900

1,962,819

Goldcorp, Inc.

185,810

8,399,821

Harmony Gold Mining Co. Ltd. sponsored ADR

158,500

1,315,550

IAMGOLD Corp.

97,900

1,519,349

Kinross Gold Corp.

264,705

2,629,160

New Gold, Inc. (a)

255,100

2,985,851

Newcrest Mining Ltd.

170,840

4,687,108

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Gold - continued

Newmont Mining Corp.

99,000

$ 5,400,450

Osisko Mining Corp. (a)

99,400

976,334

Premier Gold Mines Ltd. (a)

301,500

1,693,532

Randgold Resources Ltd. sponsored ADR

17,800

2,128,702

Yamana Gold, Inc.

150,200

3,033,326

 

54,987,126

Precious Metals & Minerals - 1.1%

Aquarius Platinum Ltd. (United Kingdom)

492,800

298,221

Gem Diamonds Ltd. (a)

223,600

608,908

Impala Platinum Holdings Ltd.

10,000

179,917

Lonmin PLC (d)

5,922

49,026

Northam Platinum Ltd.

30,500

114,674

Pan American Silver Corp.

92,300

2,024,824

Silver Wheaton Corp.

74,400

2,998,348

 

6,273,918

Steel - 6.4%

African Minerals Ltd. (a)

612,800

2,702,186

Allegheny Technologies, Inc.

28,000

737,800

ArcelorMittal SA Class A unit (d)

202,400

2,989,448

Bradespar SA (PN)

12,600

186,111

Carpenter Technology Corp.

3,400

165,274

Cliffs Natural Resources, Inc.

26,100

946,647

Commercial Metals Co.

19,550

269,008

Eregli Demir ve Celik Fabrikalari T.A.S.

149,000

177,054

Fortescue Metals Group Ltd. (d)

624,689

2,645,710

Gerdau SA sponsored ADR

179,500

1,577,805

Hyundai Steel Co.

30,714

2,211,323

JFE Holdings, Inc.

119,000

1,677,001

Jindal Steel & Power Ltd.

61,255

442,122

London Mining PLC (a)

1,327,900

3,267,920

Maanshan Iron & Steel Ltd. (H Shares) (a)

977,000

252,127

Magnitogorsk Iron & Steel Works OJSC unit (a)

143,600

619,203

Nucor Corp.

24,600

987,198

POSCO

15,694

4,934,748

Reliance Steel & Aluminum Co.

7,100

385,814

Salzgitter AG

4,700

203,378

Sims Metal Management Ltd.

21,500

210,091

Tata Steel Ltd.

63,017

459,349

Thyssenkrupp AG (d)

56,600

1,287,871

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Steel - continued

Usinas Siderurgicas de Minas Gerais SA - Usiminas (PN-A) (non-vtg.)

58,700

$ 283,522

Vale SA (PN-A) sponsored ADR

403,000

7,169,370

Voestalpine AG

23,100

727,568

Yamato Kogyo Co. Ltd.

9,100

255,457

 

37,771,105

TOTAL METALS & MINING

207,263,157

OIL, GAS & CONSUMABLE FUELS - 32.5%

Coal & Consumable Fuels - 1.7%

Alpha Natural Resources, Inc. (a)(d)

484,337

4,150,768

Banpu PCL (For. Reg.)

8,950

114,392

Cameco Corp.

24,600

477,098

China Shenhua Energy Co. Ltd. (H Shares)

54,000

229,934

Paladin Energy Ltd.:

(Australia) (a)

46,842

55,189

(Canada) (a)

271,500

320,771

Peabody Energy Corp.

141,600

3,950,640

Whitehaven Coal Ltd.

138,200

437,548

Yanzhou Coal Mining Co. Ltd. (H Shares)

102,000

152,044

 

9,888,384

Integrated Oil & Gas - 17.3%

BG Group PLC

271,550

5,028,504

BP PLC

1,556,100

11,113,052

Cenovus Energy, Inc.

38,100

1,343,943

Chevron Corp.

105,900

11,671,239

China Petroleum & Chemical Corp. (H Shares)

508,000

535,370

ENI SpA

254,827

5,863,806

Exxon Mobil Corp.

69,961

6,378,344

Gazprom OAO sponsored ADR

474,100

4,333,274

Hess Corp.

51,900

2,712,294

InterOil Corp. (a)

41,300

2,663,024

Lukoil Oil Co. sponsored ADR

39,900

2,401,980

Murphy Oil Corp.

38,700

2,322,000

Occidental Petroleum Corp.

95,100

7,509,096

OMV AG

13,300

486,134

Origin Energy Ltd.

254,563

3,001,870

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR (non-vtg.)

259,600

5,329,588

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Integrated Oil & Gas - continued

Repsol YPF SA

72,671

$ 1,452,449

Royal Dutch Shell PLC Class A (United Kingdom)

548,750

18,829,121

StatoilHydro ASA

64,600

1,591,031

Suncor Energy, Inc.

199,432

6,693,327

Total SA

14,900

750,516

 

102,009,962

Oil & Gas Exploration & Production - 12.4%

Anadarko Petroleum Corp.

127,800

8,793,918

Apache Corp.

90,000

7,447,500

Baytex Energy Corp.

4,300

195,680

Bonavista Energy Corp. (d)

45,000

806,959

C&C Energia Ltd. (a)

284,900

1,660,193

Cabot Oil & Gas Corp.

32,200

1,512,756

Canadian Natural Resources Ltd.

199,200

6,003,424

Canadian Oil Sands Ltd.

8,600

182,548

Chesapeake Energy Corp.

65,700

1,331,082

Cimarex Energy Co.

7,400

423,132

CNOOC Ltd.

120,000

246,957

CNOOC Ltd. sponsored ADR (d)

14,800

3,042,140

Cobalt International Energy, Inc. (a)

99,800

2,076,838

Concho Resources, Inc. (a)

7,000

602,840

ConocoPhillips

3,200

185,120

Crew Energy, Inc. (a)

378,000

2,910,458

Denbury Resources, Inc. (a)

251,900

3,861,627

Devon Energy Corp.

32,600

1,897,646

Double Eagle Petroleum Co. (a)(d)

284,610

1,425,896

EOG Resources, Inc.

14,700

1,712,403

EQT Corp.

4,600

278,898

INPEX Corp.

437

2,490,730

Marathon Oil Corp.

62,600

1,881,756

Newfield Exploration Co. (a)

9,100

246,792

Nexen, Inc.

10,400

248,350

Noble Energy, Inc.

15,800

1,501,158

NOVATEK OAO GDR (Reg. S)

8,700

991,800

Oasis Petroleum, Inc. (a)

3,150

92,516

OGX Petroleo e Gas Participacoes SA (a)

56,600

131,255

Oil Search Ltd. ADR

46,796

361,410

Pacific Rubiales Energy Corp.

1,700

39,983

Painted Pony Petroleum Ltd. (a)(e)

15,000

162,203

Painted Pony Petroleum Ltd. Class A (a)

213,100

2,304,360

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Oil & Gas Exploration & Production - continued

Pengrowth Energy Corp. (d)

54,200

$ 325,064

Penn West Petroleum Ltd.

160,000

2,077,797

PetroBakken Energy Ltd. Class A (d)

132,900

1,677,966

Petrominerales Ltd.

241,126

1,933,837

Pioneer Natural Resources Co.

11,700

1,236,105

QEP Resources, Inc.

18,100

524,900

Rosetta Resources, Inc. (a)

13,200

607,728

Santos Ltd.

92,100

1,100,407

SM Energy Co.

5,700

307,344

Southwestern Energy Co. (a)

30,900

1,072,230

Talisman Energy, Inc.

86,500

980,406

Tullow Oil PLC

89,300

2,023,275

Whiting Petroleum Corp. (a)

30,100

1,264,802

Woodside Petroleum Ltd.

24,408

871,583

 

73,053,772

Oil & Gas Refining & Marketing - 0.8%

Marathon Petroleum Corp.

26,850

1,474,871

Phillips 66

4,100

193,356

Tesoro Corp.

29,900

1,127,529

Valero Energy Corp.

60,700

1,766,370

 

4,562,126

Oil & Gas Storage & Transport - 0.3%

Cheniere Energy, Inc. (a)

73,900

1,189,051

The Williams Companies, Inc.

18,000

629,820

 

1,818,871

TOTAL OIL, GAS & CONSUMABLE FUELS

191,333,115

PAPER & FOREST PRODUCTS - 3.6%

Paper Products - 3.6%

Empresas CMPC SA

333,075

1,277,197

International Paper Co.

275,700

9,878,331

MeadWestvaco Corp.

800

23,752

Nine Dragons Paper (Holdings) Ltd.

869,000

612,221

Nippon Paper Group, Inc. (d)

86,800

992,715

Oji Holdings Corp.

268,000

785,569

Stora Enso Oyj (R Shares)

487,600

3,076,589

UPM-Kymmene Corp.

405,300

4,339,222

 

20,985,596

Common Stocks - continued

Shares

Value

SPECIALTY RETAIL - 0.4%

Specialty Stores - 0.4%

Tsutsumi Jewelry Co. Ltd.

95,500

$ 2,190,411

TRADING COMPANIES & DISTRIBUTORS - 0.1%

Trading Companies & Distributors - 0.1%

Mitsubishi Corp.

28,900

515,877

TOTAL COMMON STOCKS

(Cost $614,116,238)


586,197,228

Money Market Funds - 3.1%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

1,525,856

1,525,856

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

16,641,647

16,641,647

TOTAL MONEY MARKET FUNDS

(Cost $18,167,503)


18,167,503

TOTAL INVESTMENT PORTFOLIO - 102.6%

(Cost $632,283,741)

604,364,731

NET OTHER ASSETS (LIABILITIES) - (2.6)%

(15,234,186)

NET ASSETS - 100%

$ 589,130,545

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 $162,203 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

$ 6,102

Fidelity Securities Lending Cash Central Fund

447,820

Total

$ 453,922

Other Information

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Common Stocks

$ 586,197,228

$ 468,387,561

$ 117,809,667

$ -

Money Market Funds

18,167,503

18,167,503

-

-

Total Investments in Securities:

$ 604,364,731

$ 486,555,064

$ 117,809,667

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 40,233,339

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America

31.3%

Canada

20.9%

United Kingdom

18.5%

Switzerland

4.3%

Australia

3.6%

Brazil

2.5%

Russia

2.3%

Bermuda

2.0%

Japan

1.7%

Italy

1.3%

Korea (South)

1.3%

Finland

1.3%

Norway

1.2%

South Africa

1.1%

Bailiwick of Jersey

1.1%

Others (Individually Less Than 1%)

5.6%

 

100.0%

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $15,891,643) - See accompanying schedule:

Unaffiliated issuers (cost $614,116,238)

$ 586,197,228

 

Fidelity Central Funds (cost $18,167,503)

18,167,503

 

Total Investments (cost $632,283,741)

 

$ 604,364,731

Receivable for investments sold

3,085,957

Receivable for fund shares sold

635,744

Dividends receivable

697,233

Distributions receivable from Fidelity Central Funds

25,559

Other receivables

25,267

Total assets

608,834,491

 

 

 

Liabilities

Payable for investments purchased

$ 862,645

Payable for fund shares redeemed

1,560,012

Accrued management fee

352,531

Distribution and service plan fees payable

57,926

Other affiliated payables

173,018

Other payables and accrued expenses

56,167

Collateral on securities loaned, at value

16,641,647

Total liabilities

19,703,946

 

 

 

Net Assets

$ 589,130,545

Net Assets consist of:

 

Paid in capital

$ 653,044,854

Undistributed net investment income

4,752,569

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(40,740,018)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(27,926,860)

Net Assets

$ 589,130,545

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, 2012

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($99,694,434 ÷ 6,832,148 shares)

$ 14.59

 

 

 

Maximum offering price per share (100/94.25 of $14.59)

$ 15.48

Class T:
Net Asset Value
and redemption price per share ($16,692,439 ÷ 1,147,836 shares)

$ 14.54

 

 

 

Maximum offering price per share (100/96.50 of $14.54)

$ 15.07

Class B:
Net Asset Value
and offering price per share ($3,096,607 ÷ 214,827 shares)A

$ 14.41

 

 

 

Class C:
Net Asset Value
and offering price per share ($31,865,429 ÷ 2,217,584 shares)A

$ 14.37

 

 

 

Global Commodity Stock:
Net Asset Value
, offering price and redemption price per share ($387,241,629 ÷ 26,407,116 shares)

$ 14.66

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($50,540,007 ÷ 3,445,636 shares)

$ 14.67

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, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 14,713,564

Interest

 

7,665

Income from Fidelity Central Funds

 

453,922

Income before foreign taxes withheld

 

15,175,151

Less foreign taxes withheld

 

(949,994)

Total income

 

14,225,157

 

 

 

Expenses

Management fee

$ 4,742,379

Transfer agent fees

1,946,370

Distribution and service plan fees

749,354

Accounting and security lending fees

334,777

Custodian fees and expenses

90,233

Independent trustees' compensation

4,478

Registration fees

112,635

Audit

54,137

Legal

3,454

Interest

1,155

Miscellaneous

9,469

Total expenses before reductions

8,048,441

Expense reductions

(50,515)

7,997,926

Net investment income (loss)

6,227,231

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(27,052,701)

Foreign currency transactions

(554,431)

Total net realized gain (loss)

 

(27,607,132)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $5,167)

(9,235,369)

Assets and liabilities in foreign currencies

240,281

Total change in net unrealized appreciation (depreciation)

 

(8,995,088)

Net gain (loss)

(36,602,220)

Net increase (decrease) in net assets resulting from operations

$ (30,374,989)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 6,227,231

$ 6,869,450

Net realized gain (loss)

(27,607,132)

(6,898,032)

Change in net unrealized appreciation (depreciation)

(8,995,088)

(67,719,909)

Net increase (decrease) in net assets resulting
from operations

(30,374,989)

(67,748,491)

Distributions to shareholders from net investment income

(3,692,921)

(5,045,313)

Distributions to shareholders from net realized gain

(671,463)

(2,104,800)

Total distributions

(4,364,384)

(7,150,113)

Share transactions - net increase (decrease)

(156,629,581)

418,528,912

Redemption fees

31,600

94,436

Total increase (decrease) in net assets

(191,337,354)

343,724,744

 

 

 

Net Assets

Beginning of period

780,467,899

436,743,155

End of period (including undistributed net investment income of $4,752,569 and undistributed net investment income of $2,852,890, respectively)

$ 589,130,545

$ 780,467,899

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 15.14

$ 15.60

$ 13.29

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .11

  .12

  .19 H

  (.01)

Net realized and unrealized gain (loss)

  (.59)

  (.38)

  2.20

  3.29

Total from investment operations

  (.48)

  (.26)

  2.39

  3.28

Distributions from net investment income

  (.05)

  (.13)

  - K

  -

Distributions from net realized gain

  (.01)

  (.06)

  (.08)

  -

Total distributions

  (.07) M

  (.20) L

  (.08)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 14.59

$ 15.14

$ 15.60

$ 13.29

Total Return B,C,D

  (3.19)%

  (1.80)%

  18.04%

  32.90%

Ratios to Average Net Assets F,J

 

 

 

 

Expenses before reductions

  1.34%

  1.32%

  1.37%

  1.65% A

Expenses net of fee waivers, if any

  1.34%

  1.32%

  1.37%

  1.50% A

Expenses net of all reductions

  1.33%

  1.31%

  1.36%

  1.48% A

Net investment income (loss)

  .80%

  .71%

  1.35% H

  (.15)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 99,694

$ 127,979

$ 60,370

$ 15,705

Portfolio turnover rate G

  91%

  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 large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring 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.

M Total distributions of $.07 per share is comprised of distributions from net investment income of $.052 and distributions from net realized gain of $.014 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 15.08

$ 15.55

$ 13.27

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .08

  .07

  .16 H

  (.03)

Net realized and unrealized gain (loss)

  (.60)

  (.38)

  2.19

  3.29

Total from investment operations

  (.52)

  (.31)

  2.35

  3.26

Distributions from net investment income

  (.01)

  (.10)

  -

  -

Distributions from net realized gain

  (.01)

  (.06)

  (.07)

  -

Total distributions

  (.02)

  (.16)

  (.07)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 14.54

$ 15.08

$ 15.55

$ 13.27

Total Return B,C,D

  (3.43)%

  (2.09)%

  17.73%

  32.70%

Ratios to Average Net Assets F,J

 

 

 

 

Expenses before reductions

  1.61%

  1.60%

  1.63%

  2.04% A

Expenses net of fee waivers, if any

  1.61%

  1.60%

  1.63%

  1.75% A

Expenses net of all reductions

  1.60%

  1.59%

  1.61%

  1.73% A

Net investment income (loss)

  .53%

  .43%

  1.10% H

  (.40)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 16,692

$ 20,831

$ 11,762

$ 4,665

Portfolio turnover rate G

  91%

  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 large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring 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,

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 15.00

$ 15.46

$ 13.22

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  - K

  (.01)

  .08 H

  (.07)

Net realized and unrealized gain (loss)

  (.59)

  (.39)

  2.20

  3.28

Total from investment operations

  (.59)

  (.40)

  2.28

  3.21

Distributions from net realized gain

  -

  (.06)

  (.04)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 14.41

$ 15.00

$ 15.46

$ 13.22

Total Return B,C,D

  (3.93)%

  (2.62)%

  17.23%

  32.20%

Ratios to Average Net Assets F,J

 

 

 

 

Expenses before reductions

  2.10%

  2.11%

  2.16%

  2.66% A

Expenses net of fee waivers, if any

  2.10%

  2.11%

  2.16%

  2.25% A

Expenses net of all reductions

  2.10%

  2.10%

  2.15%

  2.23% A

Net investment income (loss)

  .03%

  (.09)%

  .56% H

  (.90)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,097

$ 4,324

$ 4,348

$ 2,726

Portfolio turnover rate G

  91%

  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 large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring 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,

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 14.95

$ 15.45

$ 13.22

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .01

  (.01)

  .08 H

  (.07)

Net realized and unrealized gain (loss)

  (.59)

  (.38)

  2.19

  3.28

Total from investment operations

  (.58)

  (.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

  - K

  .01

Net asset value, end of period

$ 14.37

$ 14.95

$ 15.45

$ 13.22

Total Return B,C,D

  (3.88)%

  (2.58)%

  17.21%

  32.20%

Ratios to Average Net Assets F,J

 

 

 

 

Expenses before reductions

  2.10%

  2.09%

  2.14%

  2.53% A

Expenses net of fee waivers, if any

  2.10%

  2.09%

  2.14%

  2.25% A

Expenses net of all reductions

  2.09%

  2.08%

  2.13%

  2.23% A

Net investment income (loss)

  .03%

  (.07)%

  .58% H

  (.90)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 31,865

$ 37,185

$ 14,338

$ 4,798

Portfolio turnover rate G

  91%

  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 large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring 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,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 15.21

$ 15.66

$ 13.31

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .15

  .16

  .23 G

  .01

Net realized and unrealized gain (loss)

  (.60)

  (.39)

  2.21

  3.29

Total from investment operations

  (.45)

  (.23)

  2.44

  3.30

Distributions from net investment income

  (.08)

  (.16)

  (.01)

  -

Distributions from net realized gain

  (.01)

  (.06)

  (.08)

  -

Total distributions

  (.10) K

  (.22)

  (.09)

  -

Redemption fees added to paid in capital D

  - J

  - J

  - J

  .01

Net asset value, end of period

$ 14.66

$ 15.21

$ 15.66

$ 13.31

Total Return B,C

  (2.96)%

  (1.59)%

  18.38%

  33.10%

Ratios to Average Net Assets E,I

 

 

 

 

Expenses before reductions

  1.10%

  1.08%

  1.10%

  1.42% A

Expenses net of fee waivers, if any

  1.10%

  1.08%

  1.10%

  1.25% A

Expenses net of all reductions

  1.09%

  1.07%

  1.09%

  1.23% A

Net investment income (loss)

  1.04%

  .95%

  1.62% G

  .10% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 387,242

$ 531,224

$ 310,186

$ 159,439

Portfolio turnover rate F

  91%

  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 large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring 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.

K Total distributions of $.10 per share is comprised of distributions from net investment income of $.084 and distributions from net realized gain of $.014 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 15.22

$ 15.66

$ 13.31

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .16

  .16

  .23 G

  .01

Net realized and unrealized gain (loss)

  (.60)

  (.38)

  2.21

  3.29

Total from investment operations

  (.44)

  (.22)

  2.44

  3.30

Distributions from net investment income

  (.09)

  (.16)

  (.01)

  -

Distributions from net realized gain

  (.01)

  (.06)

  (.08)

  -

Total distributions

  (.11) K

  (.22)

  (.09)

  -

Redemption fees added to paid in capital D

  - J

  - J

  - J

  .01

Net asset value, end of period

$ 14.67

$ 15.22

$ 15.66

$ 13.31

Total Return B,C

  (2.90)%

  (1.50)%

  18.39%

  33.10%

Ratios to Average Net Assets E,I

 

 

 

 

Expenses before reductions

  1.04%

  1.03%

  1.09%

  1.36% A

Expenses net of fee waivers, if any

  1.04%

  1.03%

  1.09%

  1.25% A

Expenses net of all reductions

  1.03%

  1.03%

  1.07%

  1.23% A

Net investment income (loss)

  1.10%

  .99%

  1.64% G

  .10% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 50,540

$ 58,925

$ 35,739

$ 9,811

Portfolio turnover rate F

  91%

  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 large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring 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.

K Total distributions of $.11 per share is comprised of distributions from net investment income of $.093 and distributions from net realized gain of $.014 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, 2012

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. 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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, capital loss carryforwards and losses deferred due to wash sales.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 39,956,815

Gross unrealized depreciation

(75,456,352)

Net unrealized appreciation (depreciation) on securities and other investments

$ (35,499,537)

 

 

Tax Cost

$ 639,864,268

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 4,752,569

Capital loss carryforward

$ (33,159,492)

Net unrealized appreciation (depreciation)

$ (35,507,387)

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration

 

2019

$ (6,952,413)

No expiration

 

Short-term

(26,207,079)

Total capital loss carryforward

$ (33,159,492)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 4,364,384

$ 5,112,665

Long-term Capital Gains

-

2,037,448

Total

$ 4,364,384

$ 7,150,113

Annual Report

Notes to Financial Statements - continued

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.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $608,021,633 and $755,930,501, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .71% of the Fund's average net assets.

Annual Report

5. 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%

$ 280,172

$ 5,920

Class T

.25%

.25%

93,536

148

Class B

.75%

.25%

36,080

27,074

Class C

.75%

.25%

339,566

113,885

 

 

 

$ 749,354

$ 147,027

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 36,090

Class T

5,451

Class B*

24,757

Class C*

11,858

 

$ 78,156

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 321,673

.29

Class T

56,848

.30

Class B

10,811

.30

Class C

101,040

.30

Global Commodity Stock

1,331,070

.30

Institutional Class

124,928

.24

 

$ 1,946,370

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $6,902 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average Interest Rate

Interest Expense

Borrower

$ 2,814,765

.41%

$ 1,098

Annual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,897 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 $447,820. During the period, there were no securities loaned to FCM.

8. 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 loan balance during the period for which loans were outstanding amounted to $1,543,000. The weighted average interest rate was .66%. The interest expense amounted to $57 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

Annual Report

Notes to Financial Statements - continued

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $50,515 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 437,422

$ 597,144

Class T

12,232

82,038

Class C

-

56,214

Global Commodity Stock

2,878,965

3,895,270

Institutional Class

364,302

414,647

Total

$ 3,692,921

$ 5,045,313

 

From net realized gain

 

 

Class A

$ 117,768

$ 275,211

Class T

19,027

52,381

Class B

-

16,866

Class C

-

68,717

Global Commodity Stock

479,827

1,532,256

Institutional Class

54,841

159,369

Total

$ 671,463

$ 2,104,800

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

1,675,922

7,297,574

$ 24,194,276

$ 124,882,197

Reinvestment of distributions

32,805

39,060

472,060

643,900

Shares redeemed

(3,329,384)

(2,752,883)

(47,357,051)

(44,565,640)

Net increase (decrease)

(1,620,657)

4,583,751

$ (22,690,715)

$ 80,960,457

Class T

 

 

 

 

Shares sold

189,622

866,549

$ 2,764,209

$ 14,740,169

Reinvestment of distributions

1,948

7,294

28,015

120,226

Shares redeemed

(424,718)

(249,100)

(6,023,857)

(4,030,489)

Net increase (decrease)

(233,148)

624,743

$ (3,231,633)

$ 10,829,906

Annual Report

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class B

 

 

 

 

Shares sold

7,831

82,231

$ 113,787

$ 1,397,980

Reinvestment of distributions

-

917

-

14,988

Shares redeemed

(81,206)

(76,244)

(1,157,702)

(1,237,701)

Net increase (decrease)

(73,375)

6,904

$ (1,043,915)

$ 175,267

Class C

 

 

 

 

Shares sold

492,632

2,215,036

$ 7,143,884

$ 37,885,797

Reinvestment of distributions

-

6,435

-

105,874

Shares redeemed

(761,541)

(662,765)

(10,673,957)

(10,246,197)

Net increase (decrease)

(268,909)

1,558,706

$ (3,530,073)

$ 27,745,474

Global Commodity Stock

 

 

 

 

Shares sold

7,606,851

32,339,719

$ 109,989,271

$ 553,926,075

Reinvestment of distributions

210,059

293,921

3,031,159

4,855,462

Shares redeemed

(16,330,927)

(17,519,084)

(233,733,610)

(288,860,403)

Net increase (decrease)

(8,514,017)

15,114,556

$ (120,713,180)

$ 269,921,134

Institutional Class

 

 

 

 

Shares sold

1,589,148

4,225,113

$ 22,944,496

$ 72,109,877

Reinvestment of distributions

18,526

16,850

267,335

278,352

Shares redeemed

(2,034,602)

(2,651,317)

(28,631,896)

(43,491,555)

Net increase (decrease)

(426,928)

1,590,646

$ (5,420,065)

$ 28,896,674

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, 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 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, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

Institutional Class designates 70% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class designates 100% of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for 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

12/12/2011

$0.118

$0.0107

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, 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.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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 believes that no meaningful peer group exists for the fund principally because most other funds in the fund's third-party peer group focus on different industries or sectors than the fund. Because the fund had been in existence less than three calendar years, the following chart considered by the Board shows, for the one-year period ended December 31, 2011, the total returns of Institutional Class (Class I) and Class B of the fund and the total return of a third-party-sponsored index ("benchmark").

Annual Report

Fidelity Global Commodity Stock Fund

csi248516

The Board 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 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 31% means that 69% 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Global Commodity Stock Fund

csi248518

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 2011.

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

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 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board 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

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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

Smithfield, RI

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

(Fidelity Investment logo)(registered trademark)

AGCSI-UANN-1212
1.879388.103

Fidelity®
Global Commodity Stock
Fund

Annual Report

October 31, 2012

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2012 FMR LLC. All rights reserved.

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


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2012

Past 1
year

Life of
fund
A

  Fidelity® Global Commodity Stock Fund

-2.96%

12.00%

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.

gcs86671

Annual Report


Management's Discussion of Fund Performance

Market Recap: Global stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a solid advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind for foreign investments, stocks worldwide rose 8.96% for the 12 months, as measured by the MSCI® ACWI® (All Country World Index) Index, largely buttressed in the summer by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, the U.S. showed the most impressive gain among major markets, advancing 15%, closely followed by Asia-Pacific ex Japan (+10%). A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes. However, continued weakness in peripheral European markets caused the region to lag the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of the MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

Comments from S. Joseph Wickwire II, Portfolio Manager of Fidelity® Global Commodity Stock Fund: For the year, the fund's Retail Class shares returned -2.96%, in line with -2.63% for the MSCI® ACWI® (All Country World Index) Commodity Producers Sector Capped Index. The fund was hurt the most by its investments in coal stocks, while choices in oil/gas refining and marketing meaningfully contributed. Overweightings in coal producers Alpha Natural Resources and Peabody Energy detracted, as did oil/gas equipment and services providers such as Ion Geophysical. Underweighting several solid-performing paper-related names also hurt, including Swedish paper product maker Svenska Cellulosa. Conversely, investments in refiners such as Marathon Petroleum and Tesoro were standouts, while oil/gas exploration and production firm Nexen was the fund's top individual contributor after its stock surged in late July on a takeover bid from Hong Kong-based CNOOC. Cabot Oil & Gas was another contributor. In agriculture, the fund benefited in part from an overweighting in fertilizer maker CF Industries Holdings. Some of the stocks I've mentioned were not in the benchmark and/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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012 to October 31, 2012

Class A

1.33%

 

 

 

Actual

 

$ 1,000.00

$ 990.50

$ 6.65

HypotheticalA

 

$ 1,000.00

$ 1,018.45

$ 6.75

Class T

1.59%

 

 

 

Actual

 

$ 1,000.00

$ 989.10

$ 7.95

HypotheticalA

 

$ 1,000.00

$ 1,017.14

$ 8.06

Class B

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 987.00

$ 10.44

HypotheticalA

 

$ 1,000.00

$ 1,014.63

$ 10.58

Class C

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 987.00

$ 10.44

HypotheticalA

 

$ 1,000.00

$ 1,014.63

$ 10.58

Global Commodity Stock

1.08%

 

 

 

Actual

 

$ 1,000.00

$ 991.90

$ 5.41

HypotheticalA

 

$ 1,000.00

$ 1,019.71

$ 5.48

Institutional Class

1.03%

 

 

 

Actual

 

$ 1,000.00

$ 992.60

$ 5.16

HypotheticalA

 

$ 1,000.00

$ 1,019.96

$ 5.23

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report


Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

BHP Billiton PLC

5.7

5.6

Monsanto Co.

5.0

4.6

Syngenta AG (Switzerland)

3.9

1.8

Potash Corp. of Saskatchewan, Inc.

3.4

4.1

Royal Dutch Shell PLC Class A (United Kingdom)

3.2

3.0

Rio Tinto PLC

2.9

2.7

Chevron Corp.

2.0

3.1

BP PLC

1.9

1.8

Agrium, Inc.

1.7

1.4

International Paper Co.

1.7

1.2

 

31.4

Top Sectors (% of fund's net assets)

As of October 31, 2012

gcs86673

Metals 35.2%

 

gcs86675

Energy 34.0%

 

gcs86677

Agriculture 28.7%

 

gcs86679

Other 1.6%

 

jmcw

Short-Term Investments
and Net Other Assets 0.5%

 

gcs86683

As of April 30, 2012

gcs86673

Energy 37.0%

 

gcs86675

Metals 36.8%

 

gcs86677

Agriculture 23.5%

 

gcs86679

Other 2.5%

 

jmcw

Short-Term Investments
and Net Other Assets 0.2%

 

gcs86690

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 99.5%

Shares

Value

CHEMICALS - 21.2%

Commodity Chemicals - 0.0%

Braskem SA (PN-A)

13,250

$ 87,547

Fertilizers & Agricultural Chemicals - 21.2%

Agrium, Inc.

94,300

9,930,888

CF Industries Holdings, Inc.

42,072

8,632,754

China BlueChemical Ltd. (H Shares)

2,450,000

1,552,184

Incitec Pivot Ltd.

838,984

2,752,067

Israel Chemicals Ltd.

337,000

4,217,218

Israel Corp. Ltd. (Class A)

1,000

679,773

K&S AG

74,207

3,510,694

Monsanto Co.

339,900

29,255,193

Potash Corp. of Saskatchewan, Inc.

501,600

20,164,446

Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR

3,100

179,335

Syngenta AG (Switzerland)

58,362

22,754,733

Taiwan Fertilizer Co. Ltd.

93,000

221,595

The Mosaic Co.

181,700

9,510,178

United Phosphorous Ltd. (a)

252,256

534,939

Uralkali OJSC GDR (Reg. S)

137,900

5,402,922

Yara International ASA

115,400

5,436,732

 

124,735,651

Specialty Chemicals - 0.0%

LyondellBasell Industries NV Class A

3,900

208,221

TOTAL CHEMICALS

125,031,419

CONSTRUCTION & ENGINEERING - 0.0%

Construction & Engineering - 0.0%

FLSmidth & Co. A/S

3,100

183,134

CONSTRUCTION MATERIALS - 0.1%

Construction Materials - 0.1%

Martin Marietta Materials, Inc.

7,100

584,401

CONTAINERS & PACKAGING - 0.1%

Paper Packaging - 0.1%

Klabin SA (PN) (non-vtg.)

31,700

186,200

Rock-Tenn Co. Class A

9,000

658,710

 

844,910

Common Stocks - continued

Shares

Value

ENERGY EQUIPMENT & SERVICES - 1.5%

Oil & Gas Drilling - 1.2%

Eurasia Drilling Co. Ltd. GDR (Reg. S)

8,000

$ 276,800

Noble Corp.

56,600

2,136,084

Ocean Rig UDW, Inc. (United States) (a)

90,700

1,439,409

Rowan Companies PLC (a)

32,900

1,043,259

Unit Corp. (a)

14,400

581,040

Vantage Drilling Co. (a)

1,074,382

1,976,863

 

7,453,455

Oil & Gas Equipment & Services - 0.3%

Cameron International Corp. (a)

12,700

643,128

National Oilwell Varco, Inc.

4,200

309,540

Superior Energy Services, Inc. (a)

36,600

744,078

 

1,696,746

TOTAL ENERGY EQUIPMENT & SERVICES

9,150,201

FOOD PRODUCTS - 4.1%

Agricultural Products - 4.0%

Archer Daniels Midland Co.

311,500

8,360,660

Bunge Ltd.

104,400

7,415,532

China Agri-Industries Holdings Ltd.

1,561,000

976,878

Golden Agri-Resources Ltd.

4,481,000

2,295,971

Ingredion, Inc.

10,400

639,184

Viterra, Inc.

200,600

3,161,396

Wilmar International Ltd.

214,000

542,105

 

23,391,726

Packaged Foods & Meats - 0.1%

Tyson Foods, Inc. Class A

46,300

778,303

TOTAL FOOD PRODUCTS

24,170,029

MACHINERY - 0.7%

Construction & Farm Machinery & Heavy Trucks - 0.7%

Caterpillar, Inc.

3,200

271,392

Cummins, Inc.

2,900

271,382

Deere & Co.

450

38,448

Fiat Industrial SpA

186,900

2,024,002

Jain Irrigation Systems Ltd.

442,016

537,271

Joy Global, Inc.

12,850

802,483

 

3,944,978

Common Stocks - continued

Shares

Value

METALS & MINING - 35.2%

Aluminum - 0.2%

Alcoa, Inc.

135,300

$ 1,159,521

Diversified Metals & Mining - 18.2%

Anglo American PLC (United Kingdom)

286,151

8,787,601

BHP Billiton PLC

1,044,896

33,490,228

Copper Mountain Mining Corp. (a)

1,376,156

5,566,629

Eurasian Natural Resources Corp. PLC

86,200

455,848

First Quantum Minerals Ltd.

164,100

3,688,656

Freeport-McMoRan Copper & Gold, Inc.

239,200

9,300,096

Glencore International PLC (d)

698,800

3,868,535

Grupo Mexico SA de CV Series B

89,411

286,519

Horsehead Holding Corp. (a)

221,000

2,000,050

Iluka Resources Ltd.

344,446

3,546,918

Inmet Mining Corp.

16,800

866,283

Ivanhoe Australia Ltd. (a)

536,258

487,080

Jiangxi Copper Co. Ltd. (H Shares)

75,000

194,031

Kazakhmys PLC

28,100

321,506

Korea Zinc Co. Ltd.

1,100

451,977

Norilsk Nickel OJSC sponsored ADR

1,700

25,789

OZ Minerals Ltd.

531

4,514

Rio Tinto PLC

341,587

17,064,470

Sterlite Industries (India) Ltd.

148,488

273,500

Sumitomo Metal Mining Co. Ltd.

103,000

1,356,044

Teck Resources Ltd. Class B (sub. vtg.)

111,100

3,526,278

Turquoise Hill Resources Ltd. (a)(d)

510,014

3,988,195

Walter Energy, Inc.

26,800

936,928

Xstrata PLC

416,691

6,583,812

 

107,071,487

Gold - 9.3%

Agnico-Eagle Mines Ltd. (Canada)

32,400

1,829,323

AngloGold Ashanti Ltd. sponsored ADR

103,800

3,527,124

Barrick Gold Corp.

227,800

9,212,358

Centerra Gold, Inc.

40,500

459,439

Eldorado Gold Corp.

218,350

3,226,880

Gold Fields Ltd. sponsored ADR

156,900

1,962,819

Goldcorp, Inc.

185,810

8,399,821

Harmony Gold Mining Co. Ltd. sponsored ADR

158,500

1,315,550

IAMGOLD Corp.

97,900

1,519,349

Kinross Gold Corp.

264,705

2,629,160

New Gold, Inc. (a)

255,100

2,985,851

Newcrest Mining Ltd.

170,840

4,687,108

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Gold - continued

Newmont Mining Corp.

99,000

$ 5,400,450

Osisko Mining Corp. (a)

99,400

976,334

Premier Gold Mines Ltd. (a)

301,500

1,693,532

Randgold Resources Ltd. sponsored ADR

17,800

2,128,702

Yamana Gold, Inc.

150,200

3,033,326

 

54,987,126

Precious Metals & Minerals - 1.1%

Aquarius Platinum Ltd. (United Kingdom)

492,800

298,221

Gem Diamonds Ltd. (a)

223,600

608,908

Impala Platinum Holdings Ltd.

10,000

179,917

Lonmin PLC (d)

5,922

49,026

Northam Platinum Ltd.

30,500

114,674

Pan American Silver Corp.

92,300

2,024,824

Silver Wheaton Corp.

74,400

2,998,348

 

6,273,918

Steel - 6.4%

African Minerals Ltd. (a)

612,800

2,702,186

Allegheny Technologies, Inc.

28,000

737,800

ArcelorMittal SA Class A unit (d)

202,400

2,989,448

Bradespar SA (PN)

12,600

186,111

Carpenter Technology Corp.

3,400

165,274

Cliffs Natural Resources, Inc.

26,100

946,647

Commercial Metals Co.

19,550

269,008

Eregli Demir ve Celik Fabrikalari T.A.S.

149,000

177,054

Fortescue Metals Group Ltd. (d)

624,689

2,645,710

Gerdau SA sponsored ADR

179,500

1,577,805

Hyundai Steel Co.

30,714

2,211,323

JFE Holdings, Inc.

119,000

1,677,001

Jindal Steel & Power Ltd.

61,255

442,122

London Mining PLC (a)

1,327,900

3,267,920

Maanshan Iron & Steel Ltd. (H Shares) (a)

977,000

252,127

Magnitogorsk Iron & Steel Works OJSC unit (a)

143,600

619,203

Nucor Corp.

24,600

987,198

POSCO

15,694

4,934,748

Reliance Steel & Aluminum Co.

7,100

385,814

Salzgitter AG

4,700

203,378

Sims Metal Management Ltd.

21,500

210,091

Tata Steel Ltd.

63,017

459,349

Thyssenkrupp AG (d)

56,600

1,287,871

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Steel - continued

Usinas Siderurgicas de Minas Gerais SA - Usiminas (PN-A) (non-vtg.)

58,700

$ 283,522

Vale SA (PN-A) sponsored ADR

403,000

7,169,370

Voestalpine AG

23,100

727,568

Yamato Kogyo Co. Ltd.

9,100

255,457

 

37,771,105

TOTAL METALS & MINING

207,263,157

OIL, GAS & CONSUMABLE FUELS - 32.5%

Coal & Consumable Fuels - 1.7%

Alpha Natural Resources, Inc. (a)(d)

484,337

4,150,768

Banpu PCL (For. Reg.)

8,950

114,392

Cameco Corp.

24,600

477,098

China Shenhua Energy Co. Ltd. (H Shares)

54,000

229,934

Paladin Energy Ltd.:

(Australia) (a)

46,842

55,189

(Canada) (a)

271,500

320,771

Peabody Energy Corp.

141,600

3,950,640

Whitehaven Coal Ltd.

138,200

437,548

Yanzhou Coal Mining Co. Ltd. (H Shares)

102,000

152,044

 

9,888,384

Integrated Oil & Gas - 17.3%

BG Group PLC

271,550

5,028,504

BP PLC

1,556,100

11,113,052

Cenovus Energy, Inc.

38,100

1,343,943

Chevron Corp.

105,900

11,671,239

China Petroleum & Chemical Corp. (H Shares)

508,000

535,370

ENI SpA

254,827

5,863,806

Exxon Mobil Corp.

69,961

6,378,344

Gazprom OAO sponsored ADR

474,100

4,333,274

Hess Corp.

51,900

2,712,294

InterOil Corp. (a)

41,300

2,663,024

Lukoil Oil Co. sponsored ADR

39,900

2,401,980

Murphy Oil Corp.

38,700

2,322,000

Occidental Petroleum Corp.

95,100

7,509,096

OMV AG

13,300

486,134

Origin Energy Ltd.

254,563

3,001,870

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR (non-vtg.)

259,600

5,329,588

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Integrated Oil & Gas - continued

Repsol YPF SA

72,671

$ 1,452,449

Royal Dutch Shell PLC Class A (United Kingdom)

548,750

18,829,121

StatoilHydro ASA

64,600

1,591,031

Suncor Energy, Inc.

199,432

6,693,327

Total SA

14,900

750,516

 

102,009,962

Oil & Gas Exploration & Production - 12.4%

Anadarko Petroleum Corp.

127,800

8,793,918

Apache Corp.

90,000

7,447,500

Baytex Energy Corp.

4,300

195,680

Bonavista Energy Corp. (d)

45,000

806,959

C&C Energia Ltd. (a)

284,900

1,660,193

Cabot Oil & Gas Corp.

32,200

1,512,756

Canadian Natural Resources Ltd.

199,200

6,003,424

Canadian Oil Sands Ltd.

8,600

182,548

Chesapeake Energy Corp.

65,700

1,331,082

Cimarex Energy Co.

7,400

423,132

CNOOC Ltd.

120,000

246,957

CNOOC Ltd. sponsored ADR (d)

14,800

3,042,140

Cobalt International Energy, Inc. (a)

99,800

2,076,838

Concho Resources, Inc. (a)

7,000

602,840

ConocoPhillips

3,200

185,120

Crew Energy, Inc. (a)

378,000

2,910,458

Denbury Resources, Inc. (a)

251,900

3,861,627

Devon Energy Corp.

32,600

1,897,646

Double Eagle Petroleum Co. (a)(d)

284,610

1,425,896

EOG Resources, Inc.

14,700

1,712,403

EQT Corp.

4,600

278,898

INPEX Corp.

437

2,490,730

Marathon Oil Corp.

62,600

1,881,756

Newfield Exploration Co. (a)

9,100

246,792

Nexen, Inc.

10,400

248,350

Noble Energy, Inc.

15,800

1,501,158

NOVATEK OAO GDR (Reg. S)

8,700

991,800

Oasis Petroleum, Inc. (a)

3,150

92,516

OGX Petroleo e Gas Participacoes SA (a)

56,600

131,255

Oil Search Ltd. ADR

46,796

361,410

Pacific Rubiales Energy Corp.

1,700

39,983

Painted Pony Petroleum Ltd. (a)(e)

15,000

162,203

Painted Pony Petroleum Ltd. Class A (a)

213,100

2,304,360

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Oil & Gas Exploration & Production - continued

Pengrowth Energy Corp. (d)

54,200

$ 325,064

Penn West Petroleum Ltd.

160,000

2,077,797

PetroBakken Energy Ltd. Class A (d)

132,900

1,677,966

Petrominerales Ltd.

241,126

1,933,837

Pioneer Natural Resources Co.

11,700

1,236,105

QEP Resources, Inc.

18,100

524,900

Rosetta Resources, Inc. (a)

13,200

607,728

Santos Ltd.

92,100

1,100,407

SM Energy Co.

5,700

307,344

Southwestern Energy Co. (a)

30,900

1,072,230

Talisman Energy, Inc.

86,500

980,406

Tullow Oil PLC

89,300

2,023,275

Whiting Petroleum Corp. (a)

30,100

1,264,802

Woodside Petroleum Ltd.

24,408

871,583

 

73,053,772

Oil & Gas Refining & Marketing - 0.8%

Marathon Petroleum Corp.

26,850

1,474,871

Phillips 66

4,100

193,356

Tesoro Corp.

29,900

1,127,529

Valero Energy Corp.

60,700

1,766,370

 

4,562,126

Oil & Gas Storage & Transport - 0.3%

Cheniere Energy, Inc. (a)

73,900

1,189,051

The Williams Companies, Inc.

18,000

629,820

 

1,818,871

TOTAL OIL, GAS & CONSUMABLE FUELS

191,333,115

PAPER & FOREST PRODUCTS - 3.6%

Paper Products - 3.6%

Empresas CMPC SA

333,075

1,277,197

International Paper Co.

275,700

9,878,331

MeadWestvaco Corp.

800

23,752

Nine Dragons Paper (Holdings) Ltd.

869,000

612,221

Nippon Paper Group, Inc. (d)

86,800

992,715

Oji Holdings Corp.

268,000

785,569

Stora Enso Oyj (R Shares)

487,600

3,076,589

UPM-Kymmene Corp.

405,300

4,339,222

 

20,985,596

Common Stocks - continued

Shares

Value

SPECIALTY RETAIL - 0.4%

Specialty Stores - 0.4%

Tsutsumi Jewelry Co. Ltd.

95,500

$ 2,190,411

TRADING COMPANIES & DISTRIBUTORS - 0.1%

Trading Companies & Distributors - 0.1%

Mitsubishi Corp.

28,900

515,877

TOTAL COMMON STOCKS

(Cost $614,116,238)


586,197,228

Money Market Funds - 3.1%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

1,525,856

1,525,856

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

16,641,647

16,641,647

TOTAL MONEY MARKET FUNDS

(Cost $18,167,503)


18,167,503

TOTAL INVESTMENT PORTFOLIO - 102.6%

(Cost $632,283,741)

604,364,731

NET OTHER ASSETS (LIABILITIES) - (2.6)%

(15,234,186)

NET ASSETS - 100%

$ 589,130,545

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 $162,203 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

$ 6,102

Fidelity Securities Lending Cash Central Fund

447,820

Total

$ 453,922

Other Information

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Common Stocks

$ 586,197,228

$ 468,387,561

$ 117,809,667

$ -

Money Market Funds

18,167,503

18,167,503

-

-

Total Investments in Securities:

$ 604,364,731

$ 486,555,064

$ 117,809,667

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 40,233,339

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America

31.3%

Canada

20.9%

United Kingdom

18.5%

Switzerland

4.3%

Australia

3.6%

Brazil

2.5%

Russia

2.3%

Bermuda

2.0%

Japan

1.7%

Italy

1.3%

Korea (South)

1.3%

Finland

1.3%

Norway

1.2%

South Africa

1.1%

Bailiwick of Jersey

1.1%

Others (Individually Less Than 1%)

5.6%

 

100.0%

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $15,891,643) - See accompanying schedule:

Unaffiliated issuers (cost $614,116,238)

$ 586,197,228

 

Fidelity Central Funds (cost $18,167,503)

18,167,503

 

Total Investments (cost $632,283,741)

 

$ 604,364,731

Receivable for investments sold

3,085,957

Receivable for fund shares sold

635,744

Dividends receivable

697,233

Distributions receivable from Fidelity Central Funds

25,559

Other receivables

25,267

Total assets

608,834,491

 

 

 

Liabilities

Payable for investments purchased

$ 862,645

Payable for fund shares redeemed

1,560,012

Accrued management fee

352,531

Distribution and service plan fees payable

57,926

Other affiliated payables

173,018

Other payables and accrued expenses

56,167

Collateral on securities loaned, at value

16,641,647

Total liabilities

19,703,946

 

 

 

Net Assets

$ 589,130,545

Net Assets consist of:

 

Paid in capital

$ 653,044,854

Undistributed net investment income

4,752,569

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(40,740,018)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(27,926,860)

Net Assets

$ 589,130,545

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2012

 

 

 

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($99,694,434 ÷ 6,832,148 shares)

$ 14.59

 

 

 

Maximum offering price per share (100/94.25 of $14.59)

$ 15.48

Class T:
Net Asset Value
and redemption price per share ($16,692,439 ÷ 1,147,836 shares)

$ 14.54

 

 

 

Maximum offering price per share (100/96.50 of $14.54)

$ 15.07

Class B:
Net Asset Value
and offering price per share ($3,096,607 ÷ 214,827 shares)A

$ 14.41

 

 

 

Class C:
Net Asset Value
and offering price per share ($31,865,429 ÷ 2,217,584 shares)A

$ 14.37

 

 

 

Global Commodity Stock:
Net Asset Value
, offering price and redemption price per share ($387,241,629 ÷ 26,407,116 shares)

$ 14.66

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($50,540,007 ÷ 3,445,636 shares)

$ 14.67

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, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 14,713,564

Interest

 

7,665

Income from Fidelity Central Funds

 

453,922

Income before foreign taxes withheld

 

15,175,151

Less foreign taxes withheld

 

(949,994)

Total income

 

14,225,157

 

 

 

Expenses

Management fee

$ 4,742,379

Transfer agent fees

1,946,370

Distribution and service plan fees

749,354

Accounting and security lending fees

334,777

Custodian fees and expenses

90,233

Independent trustees' compensation

4,478

Registration fees

112,635

Audit

54,137

Legal

3,454

Interest

1,155

Miscellaneous

9,469

Total expenses before reductions

8,048,441

Expense reductions

(50,515)

7,997,926

Net investment income (loss)

6,227,231

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(27,052,701)

Foreign currency transactions

(554,431)

Total net realized gain (loss)

 

(27,607,132)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $5,167)

(9,235,369)

Assets and liabilities in foreign currencies

240,281

Total change in net unrealized appreciation (depreciation)

 

(8,995,088)

Net gain (loss)

(36,602,220)

Net increase (decrease) in net assets resulting from operations

$ (30,374,989)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 6,227,231

$ 6,869,450

Net realized gain (loss)

(27,607,132)

(6,898,032)

Change in net unrealized appreciation (depreciation)

(8,995,088)

(67,719,909)

Net increase (decrease) in net assets resulting
from operations

(30,374,989)

(67,748,491)

Distributions to shareholders from net investment income

(3,692,921)

(5,045,313)

Distributions to shareholders from net realized gain

(671,463)

(2,104,800)

Total distributions

(4,364,384)

(7,150,113)

Share transactions - net increase (decrease)

(156,629,581)

418,528,912

Redemption fees

31,600

94,436

Total increase (decrease) in net assets

(191,337,354)

343,724,744

 

 

 

Net Assets

Beginning of period

780,467,899

436,743,155

End of period (including undistributed net investment income of $4,752,569 and undistributed net investment income of $2,852,890, respectively)

$ 589,130,545

$ 780,467,899

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 15.14

$ 15.60

$ 13.29

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .11

  .12

  .19 H

  (.01)

Net realized and unrealized gain (loss)

  (.59)

  (.38)

  2.20

  3.29

Total from investment operations

  (.48)

  (.26)

  2.39

  3.28

Distributions from net investment income

  (.05)

  (.13)

  - K

  -

Distributions from net realized gain

  (.01)

  (.06)

  (.08)

  -

Total distributions

  (.07) M

  (.20) L

  (.08)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 14.59

$ 15.14

$ 15.60

$ 13.29

Total Return B,C,D

  (3.19)%

  (1.80)%

  18.04%

  32.90%

Ratios to Average Net Assets F,J

 

 

 

 

Expenses before reductions

  1.34%

  1.32%

  1.37%

  1.65% A

Expenses net of fee waivers, if any

  1.34%

  1.32%

  1.37%

  1.50% A

Expenses net of all reductions

  1.33%

  1.31%

  1.36%

  1.48% A

Net investment income (loss)

  .80%

  .71%

  1.35% H

  (.15)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 99,694

$ 127,979

$ 60,370

$ 15,705

Portfolio turnover rate G

  91%

  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 large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring 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.

M Total distributions of $.07 per share is comprised of distributions from net investment income of $.052 and distributions from net realized gain of $.014 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 15.08

$ 15.55

$ 13.27

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .08

  .07

  .16 H

  (.03)

Net realized and unrealized gain (loss)

  (.60)

  (.38)

  2.19

  3.29

Total from investment operations

  (.52)

  (.31)

  2.35

  3.26

Distributions from net investment income

  (.01)

  (.10)

  -

  -

Distributions from net realized gain

  (.01)

  (.06)

  (.07)

  -

Total distributions

  (.02)

  (.16)

  (.07)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 14.54

$ 15.08

$ 15.55

$ 13.27

Total Return B,C,D

  (3.43)%

  (2.09)%

  17.73%

  32.70%

Ratios to Average Net Assets F,J

 

 

 

 

Expenses before reductions

  1.61%

  1.60%

  1.63%

  2.04% A

Expenses net of fee waivers, if any

  1.61%

  1.60%

  1.63%

  1.75% A

Expenses net of all reductions

  1.60%

  1.59%

  1.61%

  1.73% A

Net investment income (loss)

  .53%

  .43%

  1.10% H

  (.40)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 16,692

$ 20,831

$ 11,762

$ 4,665

Portfolio turnover rate G

  91%

  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 large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring 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,

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 15.00

$ 15.46

$ 13.22

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  - K

  (.01)

  .08 H

  (.07)

Net realized and unrealized gain (loss)

  (.59)

  (.39)

  2.20

  3.28

Total from investment operations

  (.59)

  (.40)

  2.28

  3.21

Distributions from net realized gain

  -

  (.06)

  (.04)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 14.41

$ 15.00

$ 15.46

$ 13.22

Total Return B,C,D

  (3.93)%

  (2.62)%

  17.23%

  32.20%

Ratios to Average Net Assets F,J

 

 

 

 

Expenses before reductions

  2.10%

  2.11%

  2.16%

  2.66% A

Expenses net of fee waivers, if any

  2.10%

  2.11%

  2.16%

  2.25% A

Expenses net of all reductions

  2.10%

  2.10%

  2.15%

  2.23% A

Net investment income (loss)

  .03%

  (.09)%

  .56% H

  (.90)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,097

$ 4,324

$ 4,348

$ 2,726

Portfolio turnover rate G

  91%

  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 large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring 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,

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 14.95

$ 15.45

$ 13.22

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .01

  (.01)

  .08 H

  (.07)

Net realized and unrealized gain (loss)

  (.59)

  (.38)

  2.19

  3.28

Total from investment operations

  (.58)

  (.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

  - K

  .01

Net asset value, end of period

$ 14.37

$ 14.95

$ 15.45

$ 13.22

Total Return B,C,D

  (3.88)%

  (2.58)%

  17.21%

  32.20%

Ratios to Average Net Assets F,J

 

 

 

 

Expenses before reductions

  2.10%

  2.09%

  2.14%

  2.53% A

Expenses net of fee waivers, if any

  2.10%

  2.09%

  2.14%

  2.25% A

Expenses net of all reductions

  2.09%

  2.08%

  2.13%

  2.23% A

Net investment income (loss)

  .03%

  (.07)%

  .58% H

  (.90)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 31,865

$ 37,185

$ 14,338

$ 4,798

Portfolio turnover rate G

  91%

  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 large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring 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,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 15.21

$ 15.66

$ 13.31

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .15

  .16

  .23 G

  .01

Net realized and unrealized gain (loss)

  (.60)

  (.39)

  2.21

  3.29

Total from investment operations

  (.45)

  (.23)

  2.44

  3.30

Distributions from net investment income

  (.08)

  (.16)

  (.01)

  -

Distributions from net realized gain

  (.01)

  (.06)

  (.08)

  -

Total distributions

  (.10) K

  (.22)

  (.09)

  -

Redemption fees added to paid in capital D

  - J

  - J

  - J

  .01

Net asset value, end of period

$ 14.66

$ 15.21

$ 15.66

$ 13.31

Total Return B,C

  (2.96)%

  (1.59)%

  18.38%

  33.10%

Ratios to Average Net Assets E,I

 

 

 

 

Expenses before reductions

  1.10%

  1.08%

  1.10%

  1.42% A

Expenses net of fee waivers, if any

  1.10%

  1.08%

  1.10%

  1.25% A

Expenses net of all reductions

  1.09%

  1.07%

  1.09%

  1.23% A

Net investment income (loss)

  1.04%

  .95%

  1.62% G

  .10% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 387,242

$ 531,224

$ 310,186

$ 159,439

Portfolio turnover rate F

  91%

  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 large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring 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.

K Total distributions of $.10 per share is comprised of distributions from net investment income of $.084 and distributions from net realized gain of $.014 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 15.22

$ 15.66

$ 13.31

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .16

  .16

  .23 G

  .01

Net realized and unrealized gain (loss)

  (.60)

  (.38)

  2.21

  3.29

Total from investment operations

  (.44)

  (.22)

  2.44

  3.30

Distributions from net investment income

  (.09)

  (.16)

  (.01)

  -

Distributions from net realized gain

  (.01)

  (.06)

  (.08)

  -

Total distributions

  (.11) K

  (.22)

  (.09)

  -

Redemption fees added to paid in capital D

  - J

  - J

  - J

  .01

Net asset value, end of period

$ 14.67

$ 15.22

$ 15.66

$ 13.31

Total Return B,C

  (2.90)%

  (1.50)%

  18.39%

  33.10%

Ratios to Average Net Assets E,I

 

 

 

 

Expenses before reductions

  1.04%

  1.03%

  1.09%

  1.36% A

Expenses net of fee waivers, if any

  1.04%

  1.03%

  1.09%

  1.25% A

Expenses net of all reductions

  1.03%

  1.03%

  1.07%

  1.23% A

Net investment income (loss)

  1.10%

  .99%

  1.64% G

  .10% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 50,540

$ 58,925

$ 35,739

$ 9,811

Portfolio turnover rate F

  91%

  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 large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring 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.

K Total distributions of $.11 per share is comprised of distributions from net investment income of $.093 and distributions from net realized gain of $.014 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, 2012

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. 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded 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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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, 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:

Gross unrealized appreciation

$ 39,956,815

Gross unrealized depreciation

(75,456,352)

Net unrealized appreciation (depreciation) on securities and other investments

$ (35,499,537)

 

 

Tax Cost

$ 639,864,268

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 4,752,569

Capital loss carryforward

$ (33,159,492)

Net unrealized appreciation (depreciation)

$ (35,507,387)

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration

 

2019

$ (6,952,413)

No expiration

 

Short-term

(26,207,079)

Total capital loss carryforward

$ (33,159,492)

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 4,364,384

$ 5,112,665

Long-term Capital Gains

-

2,037,448

Total

$ 4,364,384

$ 7,150,113

Annual Report

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.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $608,021,633 and $755,930,501, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .71% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

5. 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%

$ 280,172

$ 5,920

Class T

.25%

.25%

93,536

148

Class B

.75%

.25%

36,080

27,074

Class C

.75%

.25%

339,566

113,885

 

 

 

$ 749,354

$ 147,027

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 36,090

Class T

5,451

Class B*

24,757

Class C*

11,858

 

$ 78,156

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 321,673

.29

Class T

56,848

.30

Class B

10,811

.30

Class C

101,040

.30

Global Commodity Stock

1,331,070

.30

Institutional Class

124,928

.24

 

$ 1,946,370

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $6,902 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average Interest Rate

Interest Expense

Borrower

$ 2,814,765

.41%

$ 1,098

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 $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,897 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 $447,820. During the period, there were no securities loaned to FCM.

8. 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 loan balance during the period for which loans were outstanding amounted to $1,543,000. The weighted average interest rate was .66%. The interest expense amounted to $57 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

Annual Report

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $50,515 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 437,422

$ 597,144

Class T

12,232

82,038

Class C

-

56,214

Global Commodity Stock

2,878,965

3,895,270

Institutional Class

364,302

414,647

Total

$ 3,692,921

$ 5,045,313

 

From net realized gain

 

 

Class A

$ 117,768

$ 275,211

Class T

19,027

52,381

Class B

-

16,866

Class C

-

68,717

Global Commodity Stock

479,827

1,532,256

Institutional Class

54,841

159,369

Total

$ 671,463

$ 2,104,800

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

1,675,922

7,297,574

$ 24,194,276

$ 124,882,197

Reinvestment of distributions

32,805

39,060

472,060

643,900

Shares redeemed

(3,329,384)

(2,752,883)

(47,357,051)

(44,565,640)

Net increase (decrease)

(1,620,657)

4,583,751

$ (22,690,715)

$ 80,960,457

Class T

 

 

 

 

Shares sold

189,622

866,549

$ 2,764,209

$ 14,740,169

Reinvestment of distributions

1,948

7,294

28,015

120,226

Shares redeemed

(424,718)

(249,100)

(6,023,857)

(4,030,489)

Net increase (decrease)

(233,148)

624,743

$ (3,231,633)

$ 10,829,906

Annual Report

Notes to Financial Statements - continued

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class B

 

 

 

 

Shares sold

7,831

82,231

$ 113,787

$ 1,397,980

Reinvestment of distributions

-

917

-

14,988

Shares redeemed

(81,206)

(76,244)

(1,157,702)

(1,237,701)

Net increase (decrease)

(73,375)

6,904

$ (1,043,915)

$ 175,267

Class C

 

 

 

 

Shares sold

492,632

2,215,036

$ 7,143,884

$ 37,885,797

Reinvestment of distributions

-

6,435

-

105,874

Shares redeemed

(761,541)

(662,765)

(10,673,957)

(10,246,197)

Net increase (decrease)

(268,909)

1,558,706

$ (3,530,073)

$ 27,745,474

Global Commodity Stock

 

 

 

 

Shares sold

7,606,851

32,339,719

$ 109,989,271

$ 553,926,075

Reinvestment of distributions

210,059

293,921

3,031,159

4,855,462

Shares redeemed

(16,330,927)

(17,519,084)

(233,733,610)

(288,860,403)

Net increase (decrease)

(8,514,017)

15,114,556

$ (120,713,180)

$ 269,921,134

Institutional Class

 

 

 

 

Shares sold

1,589,148

4,225,113

$ 22,944,496

$ 72,109,877

Reinvestment of distributions

18,526

16,850

267,335

278,352

Shares redeemed

(2,034,602)

(2,651,317)

(28,631,896)

(43,491,555)

Net increase (decrease)

(426,928)

1,590,646

$ (5,420,065)

$ 28,896,674

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, 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 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, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The fund designates 75% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100%of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Fidelity Global Commodity Stock Fund

12/12/2011

$0.109

$0.0107

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, 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.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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 believes that no meaningful peer group exists for the fund principally because most other funds in the fund's third-party peer group focus on different industries or sectors than the fund. Because the fund had been in existence less than three calendar years, the following chart considered by the Board shows, for the one-year period ended December 31, 2011, the total returns of Institutional Class (Class I) and Class B of the fund and the total return of a third-party-sponsored index ("benchmark").

Annual Report

Fidelity Global Commodity Stock Fund

gcs86692

The Board 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 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 31% means that 69% 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Global Commodity Stock Fund

gcs86694

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 2011.

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

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 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board 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

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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

Smithfield, RI

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 graphic)
1-800-544-5555

(automated graphic)
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

GCS-UANN-1212
1.879379.103

(Fidelity Investment logo)(registered trademark)

Fidelity Advisor®

Worldwide Fund

Class A, Class T, Class B, and Class C

Annual Report

October 31, 2012

(Fidelity Cover Art)

Class A, Class T, Class B, and Class C are
classes of Fidelity® Worldwide Fund

(Fidelity Cover Art)


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 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. © 2012 FMR LLC. All rights reserved.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the 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, 2012

Past 1
year

Past 5
years

Past 10 years

  Class A (incl. 5.75% sales charge) A

3.86%

-3.27%

8.18%

  Class T (incl. 3.50% sales charge) B

6.13%

-3.00%

8.33%

  Class B (incl. contingent deferred sales charge) C

4.40%

-3.00%

8.52%

  Class C (incl. contingent deferred sales charge) D

8.41%

-2.65%

8.53%

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, 2002, 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.

awl1110253

Annual Report


Management's Discussion of Fund Performance

Market Recap: Returns for most domestic and international equities fluctuated during the 12 months ending October 31, 2012, as investor sentiment towards risk vacillated amid a changing global economic landscape. U.S. stocks overcame bouts of volatility to post strong gains for the past year, extending an uptrend that began in March 2009. The broad-based S&P 500® Index advanced 15.21%, while the blue-chip-laden Dow Jones Industrial AverageSM and technology-heavy Nasdaq Composite® Index rose 12.56% and 12.21%, respectively. Performance outside of the U.S. was relatively weak, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, hampered in part by a stronger U.S. dollar. International developed-markets generally struggled during the period as macroeconomic concerns ebbed and flowed, finishing with only a modest gain. The MSCI® EAFE® Index rose 4.76% for the year, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gain, advancing roughly 10%. A number of core European components, including Germany (+11%) and Switzerland (+10%), and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which helped the region outpace the index overall. Elsewhere, Japan was among the few benchmark constituents to finish in the red, returning about -3%. Emerging-markets stocks gained 2.98% for the year, as measured by the MSCI Emerging Markets Index. A general uptrend in the final five months of the period lifted the index into positive territory for the full 12 months.

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 year, the fund's Class A, Class T, Class B and Class C shares returned 10.20%, 9.98%, 9.40% and 9.41%, respectively (excluding sales charges). By comparison, the MSCI® World Index returned 9.92%. Security selection, especially in information technology, helped relative performance, as did market weightings, notably in Europe ex U.K. Sector allocation and a small cash position modestly detracted. Individual contributors included card processor MasterCard, whose stock benefited from more people worldwide paying with plastic, and homebuilder PulteGroup, whose steep share price gains were driven by the U.S. housing recovery. Another standout was TJX Companies, whose stock climbed as more consumers tried to stretch their paychecks by shopping at stores such as T.J. Maxx. By contrast, our timing with discount retailer Wal-Mart Stores hurt, as the stock rose sharply - especially in May and June - when it was not in the portfolio. Elsewhere, the fund lost ground from investing in energy processing and pipeline company Keyera when its shares were pressured by the warm winter and low natural gas prices. Keyera was not in the MSCI index and not held 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012 to October 31, 2012

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.80

$ 7.33

HypotheticalA

 

$ 1,000.00

$ 1,017.85

$ 7.35

Class T

1.71%

 

 

 

Actual

 

$ 1,000.00

$ 1,010.80

$ 8.64

HypotheticalA

 

$ 1,000.00

$ 1,016.54

$ 8.67

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,008.30

$ 11.11

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,008.30

$ 11.11

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

Worldwide

1.13%

 

 

 

Actual

 

$ 1,000.00

$ 1,013.30

$ 5.72

HypotheticalA

 

$ 1,000.00

$ 1,019.46

$ 5.74

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,013.30

$ 6.07

HypotheticalA

 

$ 1,000.00

$ 1,019.10

$ 6.09

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (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, 2012

awl1110255

United States of America

54.0%

 

awl1110257

United Kingdom

10.0%

 

awl1110259

Japan

7.4%

 

awl1110261

Germany

4.0%

 

awl1110263

France

3.8%

 

awl1110265

Switzerland

3.1%

 

awl1110267

Netherlands

1.4%

 

awl1110269

Australia

1.4%

 

awl1110271

Canada

1.4%

 

jmcw

Other

13.5%

 

awl1110275

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

awl1110255

United States of America

53.8%

 

awl1110257

United Kingdom

10.4%

 

awl1110259

Japan

7.7%

 

awl1110261

France

2.9%

 

awl1110263

Netherlands

2.5%

 

awl1110265

Germany

2.5%

 

awl1110267

Switzerland

2.0%

 

awl1110269

Korea (South)

1.8%

 

awl1110271

Ireland

1.7%

 

jmcw

Other

14.7%

 

awl1110287

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Investment Companies

95.6

98.0

Short-Term Investments and Net Other Assets (Liabilities)

4.4

2.0

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

MasterCard, Inc. Class A (United States of America, IT Services)

3.1

3.0

Amgen, Inc. (United States of America, Biotechnology)

1.8

0.6

American Tower Corp. (United States of America, Real Estate Investment Trusts)

1.8

0.8

Pioneer Natural Resources Co. (United States of America, Oil, Gas & Consumable Fuels)

1.7

1.5

Gilead Sciences, Inc. (United States of America, Biotechnology)

1.6

0.3

General Electric Co. (United States of America, Industrial Conglomerates)

1.6

0.0

Apple, Inc. (United States of America, Computers & Peripherals)

1.5

1.7

Phillips 66 (United States of America, Oil, Gas & Consumable Fuels)

1.5

0.0

Wal-Mart Stores, Inc. (United States of America, Food & Staples Retailing)

1.5

0.0

eBay, Inc. (United States of America, Internet Software & Services)

1.4

0.0

 

17.5

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

20.2

15.9

Consumer Discretionary

16.4

17.8

Information Technology

12.2

19.9

Health Care

11.6

7.8

Industrials

11.3

10.8

Energy

8.8

7.3

Consumer Staples

7.8

10.3

Materials

3.9

4.8

Telecommunication Services

2.5

2.1

Utilities

0.9

1.3

Annual Report

Fidelity Worldwide Fund


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 95.0%

Shares

Value

Australia - 1.4%

Australia & New Zealand Banking Group Ltd.

290,317

$ 7,669,703

Commonwealth Bank of Australia

59,860

3,588,451

Ramsay Health Care Ltd.

86,433

2,131,789

Spark Infrastructure Group unit

1,274,589

2,236,017

TOTAL AUSTRALIA

15,625,960

Bailiwick of Jersey - 0.8%

Experian PLC

300,300

5,185,318

Wolseley PLC

95,060

4,155,689

TOTAL BAILIWICK OF JERSEY

9,341,007

Belgium - 1.2%

Anheuser-Busch InBev SA NV

165,711

13,858,603

Bermuda - 0.2%

Cheung Kong Infrastructure Holdings Ltd.

398,000

2,331,495

Brazil - 0.6%

Arezzo Industria e Comercio SA

34,300

612,183

Qualicorp SA (a)

329,000

3,375,771

Souza Cruz SA

112,500

1,467,837

Totvs SA

68,100

1,384,766

TOTAL BRAZIL

6,840,557

British Virgin Islands - 0.1%

Gem Diamonds Ltd. (a)

43,875

119,481

Mail.ru Group Ltd. GDR (Reg. S)

41,300

1,377,355

TOTAL BRITISH VIRGIN ISLANDS

1,496,836

Canada - 1.4%

Canadian Pacific

113,000

10,395,434

Catamaran Corp. (a)

60,150

2,824,566

Goldcorp, Inc.

35,100

1,586,748

InterOil Corp. (a)

10,500

677,040

TOTAL CANADA

15,483,788

Cayman Islands - 0.2%

Eurasia Drilling Co. Ltd. GDR (Reg. S)

27,100

937,660

Sands China Ltd.

277,200

1,042,623

TOTAL CAYMAN ISLANDS

1,980,283

Denmark - 0.8%

Novo Nordisk A/S Series B

48,916

7,841,994

William Demant Holding A/S (a)

19,000

1,634,132

TOTAL DENMARK

9,476,126

France - 3.8%

Arkema SA

20,430

1,862,627

Atos Origin SA

24,076

1,616,788

AXA SA

237,737

3,779,372

BNP Paribas SA

136,530

6,867,948

Bureau Veritas SA

32,900

3,493,768

Credit Agricole SA (a)

218,100

1,641,865

 

Shares

Value

Iliad SA

20,580

$ 3,170,296

Lafarge SA (Bearer)

28,700

1,680,674

LVMH Moet Hennessy - Louis Vuitton SA

21,299

3,461,880

PPR SA

23,950

4,210,955

Sanofi SA

57,258

5,028,826

Schneider Electric SA

74,000

4,626,465

Technip SA

11,800

1,329,098

TOTAL FRANCE

42,770,562

Germany - 3.4%

Aareal Bank AG (a)

63,891

1,370,544

Allianz AG

23,424

2,904,335

BASF AG

60,232

4,990,996

Bayerische Motoren Werke AG (BMW)

58,087

4,626,538

Brenntag AG

17,900

2,256,074

Fresenius Medical Care AG & Co. KGaA

22,400

1,573,920

Fresenius SE & Co. KGaA

15,800

1,802,167

GEA Group AG

59,653

1,862,620

Gerry Weber International AG (Bearer)

19,400

880,589

GSW Immobilien AG

32,983

1,357,128

HeidelbergCement Finance AG

31,600

1,674,787

MTU Aero Engines Holdings AG

17,300

1,452,588

SAP AG

75,739

5,523,119

Siemens AG

27,761

2,797,170

Wirecard AG

97,400

2,225,700

TOTAL GERMANY

37,298,275

Hong Kong - 0.9%

AIA Group Ltd.

931,000

3,687,938

HKT Trust / HKT Ltd. unit

1,451,000

1,346,145

Techtronic Industries Co. Ltd.

2,334,000

4,445,112

TOTAL HONG KONG

9,479,195

India - 0.5%

Apollo Hospitals Enterprise Ltd.

25,151

364,585

Housing Development Finance Corp. Ltd. 

205,593

2,912,997

Titan Industries Ltd. 

374,259

1,803,649

TOTAL INDIA

5,081,231

Indonesia - 0.3%

PT Media Nusantara Citra Tbk

2,557,500

752,203

PT Sarana Menara Nusantara Tbk (a)

371,000

753,198

PT Tower Bersama Infrastructure Tbk (a)

3,318,000

1,727,218

TOTAL INDONESIA

3,232,619

Ireland - 1.3%

Accenture PLC Class A

88,000

5,932,080

Alkermes PLC (a)

84,000

1,556,520

James Hardie Industries NV CDI

365,087

3,497,972

Paddy Power PLC (Ireland)

29,700

2,191,943

Trinity Biotech PLC sponsored ADR

35,000

494,900

XL Group PLC Class A

25,000

618,500

TOTAL IRELAND

14,291,915

Common Stocks - continued

Shares

Value

Israel - 0.2%

Check Point Software Technologies Ltd. (a)

44,700

$ 1,990,491

Italy - 1.3%

ENI SpA

175,500

4,038,418

Fiat Industrial SpA

193,937

2,100,208

Prada SpA

253,200

2,064,792

Prysmian SpA

95,200

1,831,159

Saipem SpA

90,615

4,070,839

TOTAL ITALY

14,105,416

Japan - 7.4%

ABC-Mart, Inc.

70,200

3,077,790

Aeon Credit Service Co. Ltd.

128,500

2,726,782

Aozora Bank Ltd.

474,000

1,335,964

Calbee, Inc.

21,000

1,928,222

Chiyoda Corp.

171,000

2,758,963

Cosmos Pharmaceutical Corp.

22,900

2,257,585

Credit Saison Co. Ltd.

48,900

1,073,803

Daito Trust Construction Co. Ltd.

13,300

1,342,829

Don Quijote Co. Ltd.

109,500

4,313,886

Fanuc Corp.

17,600

2,802,155

Fast Retailing Co. Ltd.

12,900

2,873,130

Hitachi Ltd.

530,000

2,808,343

Honda Motor Co. Ltd.

95,300

2,865,028

Japan Tobacco, Inc.

167,600

4,631,412

JS Group Corp.

116,000

2,564,700

JSR Corp.

137,200

2,351,116

Kakaku.com, Inc.

54,300

1,860,334

Keyence Corp.

18,460

4,897,693

Mitsubishi Estate Co. Ltd.

163,000

3,224,064

Mitsubishi UFJ Financial Group, Inc.

910,900

4,120,883

Nintendo Co. Ltd.

12,500

1,609,671

ORIX Corp.

79,370

8,152,750

Park24 Co. Ltd.

83,900

1,441,949

Rakuten, Inc.

480,600

4,322,570

Seven Bank Ltd.

795,700

2,272,574

Ship Healthcare Holdings, Inc.

33,300

1,110,834

So-net M3, Inc.

330

634,123

Softbank Corp.

47,800

1,513,098

Suzuki Motor Corp.

86,200

1,952,269

Unicharm Corp.

38,600

2,088,839

USS Co. Ltd.

12,140

1,275,894

TOTAL JAPAN

82,189,253

Korea (South) - 1.1%

Hyundai Motor Co.

16,534

3,404,398

Kia Motors Corp.

17,240

958,199

LG Household & Health Care Ltd.

3,511

2,064,120

NHN Corp.

3,893

901,554

Orion Corp.

742

696,867

Samsung Electronics Co. Ltd.

3,934

4,726,631

TOTAL KOREA (SOUTH)

12,751,769

 

Shares

Value

Luxembourg - 0.3%

Brait SA

360,653

$ 1,418,379

Samsonite International SA

798,000

1,657,770

TOTAL LUXEMBOURG

3,076,149

Netherlands - 1.4%

AEGON NV

292,700

1,636,970

ASML Holding NV

59,100

3,248,727

Gemalto NV

33,993

3,067,459

ING Groep NV (Certificaten Van Aandelen) (a)

309,500

2,753,973

LyondellBasell Industries NV Class A

29,000

1,548,310

Randstad Holding NV

42,858

1,399,037

Yandex NV (a)

98,600

2,295,408

TOTAL NETHERLANDS

15,949,884

Norway - 0.5%

DnB NOR ASA

326,400

4,076,207

Gjensidige Forsikring ASA

109,900

1,605,716

TOTAL NORWAY

5,681,923

Poland - 0.2%

Eurocash SA

215,900

2,636,663

Qatar - 0.1%

Commercial Bank of Qatar GDR (Reg. S)

306,102

1,208,956

Russia - 0.3%

Mobile TeleSystems OJSC sponsored ADR

178,700

3,062,918

South Africa - 0.3%

Distell Group Ltd.

126,410

1,399,591

Shoprite Holdings Ltd.

95,600

1,965,883

TOTAL SOUTH AFRICA

3,365,474

Spain - 1.1%

Amadeus IT Holding SA Class A

63,100

1,562,133

Banco Bilbao Vizcaya Argentaria SA

402,808

3,365,846

Grifols SA ADR

71,850

1,807,746

Inditex SA

39,477

5,036,989

TOTAL SPAIN

11,772,714

Sweden - 1.1%

Atlas Copco AB (A Shares)

176,100

4,330,219

Intrum Justitia AB

115,000

1,664,430

Svenska Handelsbanken AB (A Shares)

115,600

3,959,704

Swedish Match Co. AB

78,000

2,657,661

TOTAL SWEDEN

12,612,014

Switzerland - 3.1%

ACE Ltd.

48,000

3,775,200

Adecco SA (Reg.)

35,860

1,734,279

Partners Group Holding AG

13,818

2,924,437

Roche Holding AG (participation certificate)

23,638

4,545,867

Common Stocks - continued

Shares

Value

Switzerland - continued

Schindler Holding AG (participation certificate)

33,294

$ 4,386,528

SGS SA (Reg.)

780

1,651,627

Swatch Group AG (Bearer)

2,200

910,426

Syngenta AG (Switzerland)

5,030

1,961,144

UBS AG

248,020

3,721,191

UBS AG (NY Shares)

225,000

3,379,500

Zurich Financial Services AG

20,820

5,130,667

TOTAL SWITZERLAND

34,120,866

Turkey - 0.1%

Boyner Buyuk Magazacilik A/S (a)

280,000

643,570

United Kingdom - 10.0%

Aberdeen Asset Management PLC

355,842

1,863,409

Aggreko PLC

86,400

2,997,702

Anglo American PLC (United Kingdom)

45,018

1,382,488

Ashmore Group PLC

187,900

1,102,824

Barclays PLC

772,037

2,854,788

Bellway PLC

60,700

990,321

BG Group PLC

274,063

5,075,039

BHP Billiton PLC

272,542

8,735,313

British American Tobacco PLC (United Kingdom)

145,200

7,201,863

British Land Co. PLC

332,855

2,838,810

Diageo PLC

244,804

6,998,587

Domino's Pizza UK & IRL PLC

149,600

1,220,363

GlaxoSmithKline PLC

169,900

3,807,028

Hikma Pharmaceuticals PLC

121,783

1,453,319

HSBC Holdings PLC (United Kingdom)

715,328

7,052,627

Intertek Group PLC

46,500

2,115,360

Jazztel PLC (a)

353,900

2,343,995

Legal & General Group PLC

2,217,925

4,796,096

Lloyds Banking Group PLC (a)

2,942,200

1,937,448

London Stock Exchange Group PLC

93,500

1,471,889

Meggitt PLC

416,600

2,595,033

Next PLC

43,800

2,520,529

Ocado Group PLC (a)(d)

898,900

935,637

Persimmon PLC

145,600

1,867,948

Rolls-Royce Group PLC

271,600

3,745,227

Rolls-Royce Group PLC Class C

20,641,600

33,310

Rotork PLC

44,510

1,636,242

Royal Dutch Shell PLC Class B (United Kingdom)

371,647

13,146,061

SABMiller PLC

68,400

2,930,050

Standard Chartered PLC (United Kingdom)

106,579

2,517,101

Taylor Wimpey PLC

1,367,400

1,348,258

The Weir Group PLC

47,100

1,324,053

Ultra Electronics Holdings PLC

36,900

1,008,137

Vodafone Group PLC

2,244,100

6,094,158

Vodafone Group PLC sponsored ADR

47,212

1,285,111

TOTAL UNITED KINGDOM

111,226,124

 

Shares

Value

United States of America - 49.6%

Abbott Laboratories

147,000

$ 9,631,440

American International Group, Inc. (a)

332,000

11,596,760

American Tower Corp.

259,000

19,500,110

Amgen, Inc.

234,000

20,251,530

Apple, Inc.

28,600

17,019,860

Beam, Inc.

54,900

3,050,244

Berkshire Hathaway, Inc. Class B (a)

109,000

9,412,150

Cabela's, Inc. Class A (a)

263,000

11,785,030

Cabot Oil & Gas Corp.

291,000

13,671,180

Capital One Financial Corp.

165,000

9,928,050

Citigroup, Inc.

336,000

12,563,040

Citrix Systems, Inc. (a)

18,209

1,125,498

Clean Harbors, Inc. (a)

13,000

758,550

Cognizant Technology Solutions Corp. Class A (a)

23,300

1,552,945

Comcast Corp. Class A

404,000

15,154,040

Constellation Brands, Inc. Class A (sub. vtg.) (a)

69,000

2,438,460

Crown Castle International Corp. (a)

44,000

2,937,000

Discover Financial Services

211,000

8,651,000

Discovery Communications, Inc. (a)

254,000

14,991,080

DISH Network Corp. Class A

45,000

1,603,350

Dollar General Corp. (a)

23,900

1,162,018

Eastman Chemical Co.

13,000

770,120

eBay, Inc. (a)

324,800

15,684,592

Estee Lauder Companies, Inc. Class A

89,700

5,527,314

Facebook, Inc. Class A

88,000

1,858,120

Foot Locker, Inc.

71,000

2,378,500

Freeport-McMoRan Copper & Gold, Inc.

108,000

4,199,040

G-III Apparel Group Ltd. (a)

68,000

2,513,280

General Electric Co.

832,800

17,538,768

Georgia Gulf Corp. (d)

35,200

1,245,728

Gilead Sciences, Inc. (a)

270,000

18,133,200

GNC Holdings, Inc.

159,000

6,148,530

Home Depot, Inc.

134,000

8,224,920

International Paper Co.

90,000

3,224,700

J.B. Hunt Transport Services, Inc.

164,600

9,662,020

James River Coal Co. (a)(d)

310,000

1,553,100

Johnson & Johnson

128,000

9,064,960

Lumber Liquidators Holdings, Inc. (a)

25,000

1,395,500

M&T Bank Corp.

80,000

8,328,000

Marathon Petroleum Corp.

66,000

3,625,380

MasterCard, Inc. Class A

74,400

34,293,189

Medivation, Inc. (a)

44,000

2,249,280

Merck & Co., Inc.

148,000

6,753,240

Michael Kors Holdings Ltd.

33,200

1,815,708

Noble Energy, Inc.

78,000

7,410,780

Ocwen Financial Corp. (a)

73,000

2,815,610

Onyx Pharmaceuticals, Inc. (a)

101,000

7,914,360

Palo Alto Networks, Inc.

3,300

181,434

Peabody Energy Corp.

224,000

6,249,600

Pfizer, Inc.

365,000

9,077,550

Common Stocks - continued

Shares

Value

United States of America - continued

Phillips 66

360,000

$ 16,977,600

Pioneer Natural Resources Co.

183,900

19,429,035

Prestige Brands Holdings, Inc. (a)

304,000

5,286,560

PulteGroup, Inc. (a)

384,000

6,658,560

PVH Corp.

50,000

5,499,500

Ralph Lauren Corp.

9,000

1,383,210

Realogy Holdings Corp.

78,800

2,800,552

Royal Gold, Inc.

24,200

2,131,536

salesforce.com, Inc. (a)

77,000

11,240,460

SBA Communications Corp. Class A (a)

54,000

3,598,020

Sempra Energy

75,800

5,287,050

Sirius XM Radio, Inc. (a)

415,000

1,162,000

The Cooper Companies, Inc.

25,000

2,399,500

The Travelers Companies, Inc.

70,000

4,965,800

TJX Companies, Inc.

237,500

9,887,125

Toll Brothers, Inc. (a)

108,000

3,565,080

Total System Services, Inc.

67,900

1,527,071

Under Armour, Inc. Class A (sub. vtg.) (a)

67,200

3,511,872

Union Pacific Corp.

120,400

14,812,812

United Rentals, Inc. (a)

88,000

3,578,080

Urban Outfitters, Inc. (a)

63,000

2,252,880

USG Corp. (a)

61,000

1,629,310

Visa, Inc. Class A

36,000

4,995,360

Wal-Mart Stores, Inc.

215,000

16,129,300

Watson Pharmaceuticals, Inc. (a)

19,100

1,641,645

Wells Fargo & Co.

230,000

7,748,700

Whirlpool Corp.

16,000

1,562,880

Workday, Inc.

16,250

788,125

TOTAL UNITED STATES OF AMERICA

551,069,481

TOTAL COMMON STOCKS

(Cost $954,498,052)


1,056,052,117

Nonconvertible Preferred Stocks - 0.6%

 

 

 

 

Germany - 0.6%

Volkswagen AG
(Cost $4,272,812)

28,900


5,978,414

Investment Companies - 0.0%

Shares

Value

Cyprus - 0.0%

Aisi Realty Public Ltd. (a)
(Cost $430,048)

31,822

$ 37,744

Money Market Funds - 4.8%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

51,411,090

51,411,090

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

2,317,903

2,317,903

TOTAL MONEY MARKET FUNDS

(Cost $53,728,993)


53,728,993

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $1,012,929,905)

1,115,797,268

NET OTHER ASSETS (LIABILITIES) - (0.4)%

(3,962,689)

NET ASSETS - 100%

$ 1,111,834,579

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

$ 40,337

Fidelity Securities Lending Cash Central Fund

279,543

Total

$ 319,880

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 176,900,919

$ 174,035,891

$ 2,865,028

$ -

Consumer Staples

87,215,661

59,156,608

28,059,053

-

Energy

98,190,830

81,006,351

17,184,479

-

Financials

224,349,940

196,906,214

27,443,726

-

Health Care

129,104,792

110,853,024

18,251,768

-

Industrials

128,324,984

125,527,814

2,797,170

-

Information Technology

137,294,906

131,771,787

5,523,119

-

Materials

42,962,780

32,266,323

10,696,457

-

Telecommunication Services

27,831,157

21,736,999

6,094,158

-

Utilities

9,854,562

9,854,562

-

-

Investment Companies

37,744

37,744

-

-

Money Market Funds

53,728,993

53,728,993

-

-

Total Investments in Securities:

$ 1,115,797,268

$ 996,882,310

$ 118,914,958

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements.

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 90,641,463

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, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $2,205,469) - See accompanying schedule:

Unaffiliated issuers (cost $959,200,912)

$ 1,062,068,275

 

Fidelity Central Funds (cost $53,728,993)

53,728,993

 

Total Investments (cost $1,012,929,905)

 

$ 1,115,797,268

Foreign currency held at value (cost $44)

44

Receivable for investments sold

10,574,510

Receivable for fund shares sold

940,937

Dividends receivable

1,164,537

Distributions receivable from Fidelity Central Funds

22,934

Other receivables

304,491

Total assets

1,128,804,721

 

 

 

Liabilities

Payable for investments purchased

$ 10,558,754

Payable for fund shares redeemed

2,935,923

Accrued management fee

817,065

Distribution and service plan fees payable

7,965

Other affiliated payables

252,086

Other payables and accrued expenses

80,446

Collateral on securities loaned, at value

2,317,903

Total liabilities

16,970,142

 

 

 

Net Assets

$ 1,111,834,579

Net Assets consist of:

 

Paid in capital

$ 1,006,383,968

Undistributed net investment income

7,478,979

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(4,823,058)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

102,794,690

Net Assets

$ 1,111,834,579

Statement of Assets and Liabilities - continued

  

October 31, 2012

 

 

 

Calculation of Maximum Offering Price

 Class A:
Net Asset Value
and redemption price per share ($18,723,279 ÷ 950,719 shares)

$ 19.69

 

 

 

Maximum offering price per share (100/94.25 of $19.69)

$ 20.89

Class T:
Net Asset Value
and redemption price per share ($5,550,095 ÷ 283,053 shares)

$ 19.61

 

 

 

Maximum offering price per share (100/96.50 of $19.61)

$ 20.32

Class B:
Net Asset Value
and offering price per share ($303,960 ÷ 15,635 shares)A

$ 19.44

 

 

 

Class C:
Net Asset Value
and offering price per share ($1,726,205 ÷ 88,954 shares)A

$ 19.41

 

 

 

Worldwide:
Net Asset Value
, offering price and redemption price per share ($1,081,240,346 ÷ 54,468,873 shares)

$ 19.85

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($4,290,694 ÷ 216,909 shares)

$ 19.78

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, 2012

Investment Income

  

  

Dividends

 

$ 21,411,923

Interest

 

1,045

Income from Fidelity Central Funds

 

319,880

Income before foreign taxes withheld

 

21,732,848

Less foreign taxes withheld

 

(812,686)

Total income

 

20,920,162

 

 

 

Expenses

Management fee
Basic fee

$ 7,679,076

Performance adjustment

954,154

Transfer agent fees

2,526,973

Distribution and service plan fees

76,255

Accounting and security lending fees

503,914

Custodian fees and expenses

178,378

Independent trustees' compensation

7,299

Registration fees

91,889

Audit

78,615

Legal

6,059

Interest

56

Miscellaneous

12,139

Total expenses before reductions

12,114,807

Expense reductions

(206,687)

11,908,120

Net investment income (loss)

9,012,042

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

52,952,242

Foreign currency transactions

(72,889)

Total net realized gain (loss)

 

52,879,353

Change in net unrealized appreciation (depreciation) on:

Investment securities

45,677,356

Assets and liabilities in foreign currencies

(88,023)

Total change in net unrealized appreciation (depreciation)

 

45,589,333

Net gain (loss)

98,468,686

Net increase (decrease) in net assets resulting from operations

$ 107,480,728

Statement of Changes in Net Assets

  

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 9,012,042

$ 7,182,199

Net realized gain (loss)

52,879,353

120,543,178

Change in net unrealized appreciation (depreciation)

45,589,333

(94,457,618)

Net increase (decrease) in net assets resulting from operations

107,480,728

33,267,759

Distributions to shareholders from net investment income

(4,089,511)

(6,244,141)

Distributions to shareholders from net realized gain

-

(2,870,519)

Total distributions

(4,089,511)

(9,114,660)

Share transactions - net increase (decrease)

(126,253,328)

12,558,124

Redemption fees

23,898

33,448

Total increase (decrease) in net assets

(22,838,213)

36,744,671

 

 

 

Net Assets

Beginning of period

1,134,672,792

1,097,928,121

End of period (including undistributed net investment income of $7,478,979 and undistributed net investment income of $2,700,979, respectively)

$ 1,111,834,579

$ 1,134,672,792

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 17.89

$ 17.50

$ 14.96

$ 10.88

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .10

.05

.03

(.01)

Net realized and unrealized gain (loss)

  1.72

.47

2.63

4.09

Total from investment operations

  1.82

.52

2.66

4.08

Distributions from net investment income

  (.02)

(.08)

(.10)

-

Distributions from net realized gain

  -

(.05)

(.02)

-

Total distributions

  (.02)

(.13)

(.12)

-

Redemption fees added to paid in capital E,J

-

-

-

-

Net asset value, end of period

$ 19.69

$ 17.89

$ 17.50

$ 14.96

Total Return B,C,D

  10.20%

2.94%

17.85%

37.50%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  1.43%

1.41%

1.43%

1.52% A

Expenses net of fee waivers, if any

  1.43%

1.40%

1.43%

1.52% A

Expenses net of all reductions

  1.41%

1.38%

1.41%

1.49% A

Net investment income (loss)

  .52%

.28%

.21%

(.06)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 18,723

$ 13,153

$ 7,530

$ 993

Portfolio turnover rate G

  186%

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,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 17.83

$ 17.46

$ 14.94

$ 10.88

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .05

.01

(.01)

(.01)

Net realized and unrealized gain (loss)

  1.73

.45

2.62

4.07

Total from investment operations

  1.78

.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

$ 19.61

$ 17.83

$ 17.46

$ 14.94

Total Return B,C,D

  9.98%

2.61%

17.53%

37.32%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  1.68%

1.66%

1.70%

1.73% A

Expenses net of fee waivers, if any

  1.68%

1.65%

1.70%

1.73% A

Expenses net of all reductions

  1.66%

1.63%

1.68%

1.70% A

Net investment income (loss)

  .26%

.03%

(.05)%

(.08)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,550

$ 2,187

$ 1,120

$ 458

Portfolio turnover rate G

  186%

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,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 17.77

$ 17.39

$ 14.89

$ 10.88

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  (.04)

(.09)

(.09)

(.03)

Net realized and unrealized gain (loss)

  1.71

.47

2.61

4.04

Total from investment operations

  1.67

.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

$ 19.44

$ 17.77

$ 17.39

$ 14.89

Total Return B,C,D

  9.40%

2.19%

16.92%

36.86%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  2.18%

2.16%

2.19%

2.20% A

Expenses net of fee waivers, if any

  2.18%

2.16%

2.19%

2.20% A

Expenses net of all reductions

  2.16%

2.13%

2.17%

2.17% A

Net investment income (loss)

  (.23)%

(.47)%

(.55)%

(.30)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 304

$ 256

$ 305

$ 224

Portfolio turnover rate G

  186%

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,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 17.74

$ 17.36

$ 14.89

$ 10.88

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  (.04)

(.09)

(.09)

(.04)

Net realized and unrealized gain (loss)

  1.71

.47

2.61

4.05

Total from investment operations

  1.67

.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

$ 19.41

$ 17.74

$ 17.36

$ 14.89

Total Return B,C,D

  9.41%

2.19%

16.94%

36.86%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  2.18%

2.16%

2.19%

2.18% A

Expenses net of fee waivers, if any

  2.18%

2.15%

2.19%

2.18% A

Expenses net of all reductions

  2.16%

2.13%

2.16%

2.15% A

Net investment income (loss)

  (.23)%

(.47)%

(.54)%

(.39)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,726

$ 1,297

$ 710

$ 335

Portfolio turnover rate G

  186%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.02

$ 17.58

$ 14.98

$ 13.40

$ 25.18

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .16

.11

.08

.12

.16

Net realized and unrealized gain (loss)

  1.74

.48

2.63

1.63

(9.44)

Total from investment operations

  1.90

.59

2.71

1.75

(9.28)

Distributions from net investment income

  (.07)

(.10)

(.10)

(.17)

(.12)

Distributions from net realized gain

  -

(.05)

(.02)

-

(2.38)

Total distributions

  (.07)

(.15)

(.11) G

(.17)

(2.50)

Redemption fees added to paid in capital B,F

-

-

-

-

-

Net asset value, end of period

$ 19.85

$ 18.02

$ 17.58

$ 14.98

$ 13.40

Total Return A

  10.56%

3.32%

18.18%

13.39%

(40.66)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.11%

1.08%

1.15%

1.27%

1.21%

Expenses net of fee waivers, if any

  1.11%

1.08%

1.15%

1.27%

1.21%

Expenses net of all reductions

  1.09%

1.05%

1.12%

1.24%

1.19%

Net investment income (loss)

  .84%

.60%

.50%

.92%

.84%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,081,240

$ 1,114,694

$ 1,087,928

$ 991,996

$ 934,885

Portfolio turnover rate D

  186%

203%

166%

224%

264%

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,

2012

2011

2010

2009 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 17.98

$ 17.57

$ 15.00

$ 10.88

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .14

.10

.07

.06

Net realized and unrealized gain (loss)

  1.74

.47

2.63

4.06

Total from investment operations

  1.88

.57

2.70

4.12

Distributions from net investment income

  (.08)

(.11)

(.11)

-

Distributions from net realized gain

  -

(.05)

(.02)

-

Total distributions

  (.08)

(.16)

(.13)

-

Redemption fees added to paid in capital D,I

-

-

-

-

Net asset value, end of period

$ 19.78

$ 17.98

$ 17.57

$ 15.00

Total Return B,C

  10.49%

3.23%

18.08%

37.87%

Ratios to Average Net Assets E,H

 

 

 

 

Expenses before reductions

  1.18%

1.13%

1.21%

1.17% A

Expenses net of fee waivers, if any

  1.18%

1.13%

1.21%

1.17% A

Expenses net of all reductions

  1.16%

1.10%

1.19%

1.15% A

Net investment income (loss)

  .77%

.56%

.44%

.62% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,291

$ 3,086

$ 335

$ 290

Portfolio turnover rate F

  186%

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

Fidelity Worldwide Fund


Notes to Financial Statements

For the period ended October 31, 2012

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 shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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, passive foreign investment companies (PFIC), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

Annual Report

Fidelity Worldwide Fund

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:

Gross unrealized appreciation

$ 122,955,424

Gross unrealized depreciation

(29,246,711)

Net unrealized appreciation (depreciation) on securities and other investments

$ 93,708,713

 

 

Tax Cost

$ 1,022,088,555

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 8,068,312

Undistributed long-term capital gain

$ 3,746,668

Net unrealized appreciation (depreciation)

$ 93,636,040

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 4,089,511

$ 9,114,660

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 December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,976,525,810 and $2,106,835,705, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Worldwide as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .80% of the Fund's average net assets.

Annual Report

5. 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%

$ 37,612

$ 2,060

Class T

.25%

.25%

20,552

83

Class B

.75%

.25%

2,828

2,126

Class C

.75%

.25%

15,263

5,004

 

 

 

$ 76,255

$ 9,273

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 7,220

Class T

1,258

Class B*

616

Class C*

1,466

 

$ 10,560

* 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

$ 45,131

.30

Class T

12,753

.31

Class B

850

.30

Class C

4,641

.30

Worldwide

2,452,307

.23

Institutional Class

11,291

.31

 

$ 2,526,973

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $46,686 for the period.

Annual Report

Fidelity Worldwide Fund

Notes to Financial Statements - continued

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 Loan
Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 6,075,000

.33%

$ 56

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,986 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $279,543, including $261 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $206,687 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 16,598

$ 36,687

Class T

-

3,024

Class B

-

-

Class C

-

-

Worldwide

4,059,519

6,199,611

Institutional Class

13,394

4,819

Total

$ 4,089,511

$ 6,244,141

From net realized gain

 

 

Class A

$ -

$ 20,664

Class T

-

3,280

Class B

-

-

Class C

-

-

Worldwide

-

2,844,643

Institutional Class

-

1,932

Total

$ -

$ 2,870,519

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

433,206

446,295

$ 8,109,308

$ 8,440,354

Reinvestment of distributions

720

2,409

12,524

44,007

Shares redeemed

(218,566)

(143,732)

(4,053,305)

(2,654,718)

Net increase (decrease)

215,360

304,972

$ 4,068,527

$ 5,829,643

Class T

 

 

 

 

Shares sold

202,603

307,740

$ 3,780,147

$ 5,853,479

Reinvestment of distributions

-

344

-

6,293

Shares redeemed

(42,181)

(249,620)

(800,428)

(4,835,753)

Net increase (decrease)

160,422

58,464

$ 2,979,719

$ 1,024,019

Class B

 

 

 

 

Shares sold

4,060

3,768

$ 73,532

$ 71,519

Reinvestment of distributions

-

-

-

-

Shares redeemed

(2,808)

(6,939)

(51,407)

(128,598)

Net increase (decrease)

1,252

(3,171)

$ 22,125

$ (57,079)

Class C

 

 

 

 

Shares sold

38,075

41,472

$ 696,495

$ 784,669

Reinvestment of distributions

-

-

-

-

Shares redeemed

(22,245)

(9,227)

(407,626)

(167,760)

Net increase (decrease)

15,830

32,245

$ 288,869

$ 616,909

Worldwide

 

 

 

 

Shares sold

8,155,382

12,255,493

$ 150,136,706

$ 231,984,939

Reinvestment of distributions

226,349

480,262

3,956,581

8,805,760

Shares redeemed

(15,784,478)

(12,736,797)

(288,554,381)

(238,335,100)

Net increase (decrease)

(7,402,747)

(1,042)

$ (134,461,094)

$ 2,455,599

Institutional Class

 

 

 

 

Shares sold

111,552

162,911

$ 2,100,045

$ 2,875,496

Reinvestment of distributions

745

360

12,982

6,581

Shares redeemed

(67,062)

(10,647)

(1,264,501)

(193,044)

Net increase (decrease)

45,235

152,624

$ 848,526

$ 2,689,033

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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Worldwide Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the 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 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Worldwide 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

12/10/12

12/07/12

$0.109

$0.08

Class T

12/10/12

12/07/12

$0.074

$0.08

Class B

12/10/12

12/07/12

$0.000

$0.07

Class C

12/10/12

12/07/12

$0.000

$0.07

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31 2012, $3,746,668, or, if subsequently determined to be different, the net capital gain of such year.

Class A designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A 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 funds will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, 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.

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) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, as available, 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 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 C 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 (top of box) and the 75th percentile return (bottom 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

awl1110289

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- and three-year periods and the first quartile for the five-year period. The Board also noted that the investment performance of the retail class of the fund compared favorably to its benchmark for the three- and five-year periods, although the fund's one-year 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.

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 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Fidelity Worldwide Fund

awl1110291

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 2011. 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.

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, and the retail class of the fund ranked below its competitive median for 2011 and the total expense ratio of each of Class T and Institutional Class ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

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.

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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
(UK) Limited
Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

AWLD-UANN-1212
1.883445.103

(Fidelity Investment logo)(registered trademark)

Fidelity Advisor®

Worldwide Fund

Institutional Class

Annual Report

October 31, 2012

(Fidelity Cover Art)

Institutional Class is a class of
Fidelity® Worldwide Fund


Contents

Performance

3

How the fund has done over time.

Management's Discussion of Fund Performance

4

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

5

An example of shareholder expenses.

Investment Changes

6

A summary of major shifts in the fund's investments over the past six months.

Investments

7

A complete list of the fund's investments with their market values.

Financial Statements

12

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

17

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

23

 

Trustees and Officers

24

 

Distributions

30

 

Board Approval of Investment Advisory Contracts and Management Fees

31

 

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. © 2012 FMR LLC. All rights reserved.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the 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, 2012

Past 1
year

Past 5
years

Past 10
years

  Institutional Class A

10.49%

-1.93%

8.93%

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, 2002. 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.

ldi1164234

Annual Report


Management's Discussion of Fund Performance

Market Recap: Returns for most domestic and international equities fluctuated during the 12 months ending October 31, 2012, as investor sentiment towards risk vacillated amid a changing global economic landscape. U.S. stocks overcame bouts of volatility to post strong gains for the past year, extending an uptrend that began in March 2009. The broad-based S&P 500® Index advanced 15.21%, while the blue-chip-laden Dow Jones Industrial AverageSM and technology-heavy Nasdaq Composite® Index rose 12.56% and 12.21%, respectively. Performance outside of the U.S. was relatively weak, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, hampered in part by a stronger U.S. dollar. International developed-markets generally struggled during the period as macroeconomic concerns ebbed and flowed, finishing with only a modest gain. The MSCI® EAFE® Index rose 4.76% for the year, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gain, advancing roughly 10%. A number of core European components, including Germany (+11%) and Switzerland (+10%), and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which helped the region outpace the index overall. Elsewhere, Japan was among the few benchmark constituents to finish in the red, returning about -3%. Emerging-markets stocks gained 2.98% for the year, as measured by the MSCI Emerging Markets Index. A general uptrend in the final five months of the period lifted the index into positive territory for the full 12 months.

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 year, the fund's Institutional Class shares returned 10.49%. By comparison, the MSCI® World Index returned 9.92%. Security selection, especially in information technology, helped relative performance, as did market weightings, notably in Europe ex U.K. Sector allocation and a small cash position modestly detracted. Individual contributors included card processor MasterCard, whose stock benefited from more people worldwide paying with plastic, and homebuilder PulteGroup, whose steep share price gains were driven by the U.S. housing recovery. Another standout was TJX Companies, whose stock climbed as more consumers tried to stretch their paychecks by shopping at stores such as T.J. Maxx. By contrast, our timing with discount retailer Wal-Mart Stores hurt, as the stock rose sharply - especially in May and June - when it was not in the portfolio. Elsewhere, the fund lost ground from investing in energy processing and pipeline company Keyera when its shares were pressured by the warm winter and low natural gas prices. Keyera was not in the MSCI index and not held 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012 to October 31, 2012

Class A

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.80

$ 7.33

HypotheticalA

 

$ 1,000.00

$ 1,017.85

$ 7.35

Class T

1.71%

 

 

 

Actual

 

$ 1,000.00

$ 1,010.80

$ 8.64

HypotheticalA

 

$ 1,000.00

$ 1,016.54

$ 8.67

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,008.30

$ 11.11

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,008.30

$ 11.11

HypotheticalA

 

$ 1,000.00

$ 1,014.08

$ 11.14

Worldwide

1.13%

 

 

 

Actual

 

$ 1,000.00

$ 1,013.30

$ 5.72

HypotheticalA

 

$ 1,000.00

$ 1,019.46

$ 5.74

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,013.30

$ 6.07

HypotheticalA

 

$ 1,000.00

$ 1,019.10

$ 6.09

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (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, 2012

ldi1164236

United States of America

54.0%

 

ldi1164238

United Kingdom

10.0%

 

ldi1164240

Japan

7.4%

 

ldi1164242

Germany

4.0%

 

ldi1164244

France

3.8%

 

ldi1164246

Switzerland

3.1%

 

ldi1164248

Netherlands

1.4%

 

ldi1164250

Australia

1.4%

 

ldi1164252

Canada

1.4%

 

jmcw

Other

13.5%

 

ldi1164256

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

ldi1164236

United States of America

53.8%

 

ldi1164238

United Kingdom

10.4%

 

ldi1164240

Japan

7.7%

 

ldi1164242

France

2.9%

 

ldi1164244

Netherlands

2.5%

 

ldi1164246

Germany

2.5%

 

ldi1164248

Switzerland

2.0%

 

ldi1164250

Korea (South)

1.8%

 

ldi1164252

Ireland

1.7%

 

jmcw

Other

14.7%

 

ldi1164268

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Investment Companies

95.6

98.0

Short-Term Investments and Net Other Assets (Liabilities)

4.4

2.0

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

MasterCard, Inc. Class A (United States of America, IT Services)

3.1

3.0

Amgen, Inc. (United States of America, Biotechnology)

1.8

0.6

American Tower Corp. (United States of America, Real Estate Investment Trusts)

1.8

0.8

Pioneer Natural Resources Co. (United States of America, Oil, Gas & Consumable Fuels)

1.7

1.5

Gilead Sciences, Inc. (United States of America, Biotechnology)

1.6

0.3

General Electric Co. (United States of America, Industrial Conglomerates)

1.6

0.0

Apple, Inc. (United States of America, Computers & Peripherals)

1.5

1.7

Phillips 66 (United States of America, Oil, Gas & Consumable Fuels)

1.5

0.0

Wal-Mart Stores, Inc. (United States of America, Food & Staples Retailing)

1.5

0.0

eBay, Inc. (United States of America, Internet Software & Services)

1.4

0.0

 

17.5

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

20.2

15.9

Consumer Discretionary

16.4

17.8

Information Technology

12.2

19.9

Health Care

11.6

7.8

Industrials

11.3

10.8

Energy

8.8

7.3

Consumer Staples

7.8

10.3

Materials

3.9

4.8

Telecommunication Services

2.5

2.1

Utilities

0.9

1.3

Annual Report

Fidelity Worldwide Fund


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 95.0%

Shares

Value

Australia - 1.4%

Australia & New Zealand Banking Group Ltd.

290,317

$ 7,669,703

Commonwealth Bank of Australia

59,860

3,588,451

Ramsay Health Care Ltd.

86,433

2,131,789

Spark Infrastructure Group unit

1,274,589

2,236,017

TOTAL AUSTRALIA

15,625,960

Bailiwick of Jersey - 0.8%

Experian PLC

300,300

5,185,318

Wolseley PLC

95,060

4,155,689

TOTAL BAILIWICK OF JERSEY

9,341,007

Belgium - 1.2%

Anheuser-Busch InBev SA NV

165,711

13,858,603

Bermuda - 0.2%

Cheung Kong Infrastructure Holdings Ltd.

398,000

2,331,495

Brazil - 0.6%

Arezzo Industria e Comercio SA

34,300

612,183

Qualicorp SA (a)

329,000

3,375,771

Souza Cruz SA

112,500

1,467,837

Totvs SA

68,100

1,384,766

TOTAL BRAZIL

6,840,557

British Virgin Islands - 0.1%

Gem Diamonds Ltd. (a)

43,875

119,481

Mail.ru Group Ltd. GDR (Reg. S)

41,300

1,377,355

TOTAL BRITISH VIRGIN ISLANDS

1,496,836

Canada - 1.4%

Canadian Pacific

113,000

10,395,434

Catamaran Corp. (a)

60,150

2,824,566

Goldcorp, Inc.

35,100

1,586,748

InterOil Corp. (a)

10,500

677,040

TOTAL CANADA

15,483,788

Cayman Islands - 0.2%

Eurasia Drilling Co. Ltd. GDR (Reg. S)

27,100

937,660

Sands China Ltd.

277,200

1,042,623

TOTAL CAYMAN ISLANDS

1,980,283

Denmark - 0.8%

Novo Nordisk A/S Series B

48,916

7,841,994

William Demant Holding A/S (a)

19,000

1,634,132

TOTAL DENMARK

9,476,126

France - 3.8%

Arkema SA

20,430

1,862,627

Atos Origin SA

24,076

1,616,788

AXA SA

237,737

3,779,372

BNP Paribas SA

136,530

6,867,948

Bureau Veritas SA

32,900

3,493,768

Credit Agricole SA (a)

218,100

1,641,865

 

Shares

Value

Iliad SA

20,580

$ 3,170,296

Lafarge SA (Bearer)

28,700

1,680,674

LVMH Moet Hennessy - Louis Vuitton SA

21,299

3,461,880

PPR SA

23,950

4,210,955

Sanofi SA

57,258

5,028,826

Schneider Electric SA

74,000

4,626,465

Technip SA

11,800

1,329,098

TOTAL FRANCE

42,770,562

Germany - 3.4%

Aareal Bank AG (a)

63,891

1,370,544

Allianz AG

23,424

2,904,335

BASF AG

60,232

4,990,996

Bayerische Motoren Werke AG (BMW)

58,087

4,626,538

Brenntag AG

17,900

2,256,074

Fresenius Medical Care AG & Co. KGaA

22,400

1,573,920

Fresenius SE & Co. KGaA

15,800

1,802,167

GEA Group AG

59,653

1,862,620

Gerry Weber International AG (Bearer)

19,400

880,589

GSW Immobilien AG

32,983

1,357,128

HeidelbergCement Finance AG

31,600

1,674,787

MTU Aero Engines Holdings AG

17,300

1,452,588

SAP AG

75,739

5,523,119

Siemens AG

27,761

2,797,170

Wirecard AG

97,400

2,225,700

TOTAL GERMANY

37,298,275

Hong Kong - 0.9%

AIA Group Ltd.

931,000

3,687,938

HKT Trust / HKT Ltd. unit

1,451,000

1,346,145

Techtronic Industries Co. Ltd.

2,334,000

4,445,112

TOTAL HONG KONG

9,479,195

India - 0.5%

Apollo Hospitals Enterprise Ltd.

25,151

364,585

Housing Development Finance Corp. Ltd. 

205,593

2,912,997

Titan Industries Ltd. 

374,259

1,803,649

TOTAL INDIA

5,081,231

Indonesia - 0.3%

PT Media Nusantara Citra Tbk

2,557,500

752,203

PT Sarana Menara Nusantara Tbk (a)

371,000

753,198

PT Tower Bersama Infrastructure Tbk (a)

3,318,000

1,727,218

TOTAL INDONESIA

3,232,619

Ireland - 1.3%

Accenture PLC Class A

88,000

5,932,080

Alkermes PLC (a)

84,000

1,556,520

James Hardie Industries NV CDI

365,087

3,497,972

Paddy Power PLC (Ireland)

29,700

2,191,943

Trinity Biotech PLC sponsored ADR

35,000

494,900

XL Group PLC Class A

25,000

618,500

TOTAL IRELAND

14,291,915

Common Stocks - continued

Shares

Value

Israel - 0.2%

Check Point Software Technologies Ltd. (a)

44,700

$ 1,990,491

Italy - 1.3%

ENI SpA

175,500

4,038,418

Fiat Industrial SpA

193,937

2,100,208

Prada SpA

253,200

2,064,792

Prysmian SpA

95,200

1,831,159

Saipem SpA

90,615

4,070,839

TOTAL ITALY

14,105,416

Japan - 7.4%

ABC-Mart, Inc.

70,200

3,077,790

Aeon Credit Service Co. Ltd.

128,500

2,726,782

Aozora Bank Ltd.

474,000

1,335,964

Calbee, Inc.

21,000

1,928,222

Chiyoda Corp.

171,000

2,758,963

Cosmos Pharmaceutical Corp.

22,900

2,257,585

Credit Saison Co. Ltd.

48,900

1,073,803

Daito Trust Construction Co. Ltd.

13,300

1,342,829

Don Quijote Co. Ltd.

109,500

4,313,886

Fanuc Corp.

17,600

2,802,155

Fast Retailing Co. Ltd.

12,900

2,873,130

Hitachi Ltd.

530,000

2,808,343

Honda Motor Co. Ltd.

95,300

2,865,028

Japan Tobacco, Inc.

167,600

4,631,412

JS Group Corp.

116,000

2,564,700

JSR Corp.

137,200

2,351,116

Kakaku.com, Inc.

54,300

1,860,334

Keyence Corp.

18,460

4,897,693

Mitsubishi Estate Co. Ltd.

163,000

3,224,064

Mitsubishi UFJ Financial Group, Inc.

910,900

4,120,883

Nintendo Co. Ltd.

12,500

1,609,671

ORIX Corp.

79,370

8,152,750

Park24 Co. Ltd.

83,900

1,441,949

Rakuten, Inc.

480,600

4,322,570

Seven Bank Ltd.

795,700

2,272,574

Ship Healthcare Holdings, Inc.

33,300

1,110,834

So-net M3, Inc.

330

634,123

Softbank Corp.

47,800

1,513,098

Suzuki Motor Corp.

86,200

1,952,269

Unicharm Corp.

38,600

2,088,839

USS Co. Ltd.

12,140

1,275,894

TOTAL JAPAN

82,189,253

Korea (South) - 1.1%

Hyundai Motor Co.

16,534

3,404,398

Kia Motors Corp.

17,240

958,199

LG Household & Health Care Ltd.

3,511

2,064,120

NHN Corp.

3,893

901,554

Orion Corp.

742

696,867

Samsung Electronics Co. Ltd.

3,934

4,726,631

TOTAL KOREA (SOUTH)

12,751,769

 

Shares

Value

Luxembourg - 0.3%

Brait SA

360,653

$ 1,418,379

Samsonite International SA

798,000

1,657,770

TOTAL LUXEMBOURG

3,076,149

Netherlands - 1.4%

AEGON NV

292,700

1,636,970

ASML Holding NV

59,100

3,248,727

Gemalto NV

33,993

3,067,459

ING Groep NV (Certificaten Van Aandelen) (a)

309,500

2,753,973

LyondellBasell Industries NV Class A

29,000

1,548,310

Randstad Holding NV

42,858

1,399,037

Yandex NV (a)

98,600

2,295,408

TOTAL NETHERLANDS

15,949,884

Norway - 0.5%

DnB NOR ASA

326,400

4,076,207

Gjensidige Forsikring ASA

109,900

1,605,716

TOTAL NORWAY

5,681,923

Poland - 0.2%

Eurocash SA

215,900

2,636,663

Qatar - 0.1%

Commercial Bank of Qatar GDR (Reg. S)

306,102

1,208,956

Russia - 0.3%

Mobile TeleSystems OJSC sponsored ADR

178,700

3,062,918

South Africa - 0.3%

Distell Group Ltd.

126,410

1,399,591

Shoprite Holdings Ltd.

95,600

1,965,883

TOTAL SOUTH AFRICA

3,365,474

Spain - 1.1%

Amadeus IT Holding SA Class A

63,100

1,562,133

Banco Bilbao Vizcaya Argentaria SA

402,808

3,365,846

Grifols SA ADR

71,850

1,807,746

Inditex SA

39,477

5,036,989

TOTAL SPAIN

11,772,714

Sweden - 1.1%

Atlas Copco AB (A Shares)

176,100

4,330,219

Intrum Justitia AB

115,000

1,664,430

Svenska Handelsbanken AB (A Shares)

115,600

3,959,704

Swedish Match Co. AB

78,000

2,657,661

TOTAL SWEDEN

12,612,014

Switzerland - 3.1%

ACE Ltd.

48,000

3,775,200

Adecco SA (Reg.)

35,860

1,734,279

Partners Group Holding AG

13,818

2,924,437

Roche Holding AG (participation certificate)

23,638

4,545,867

Common Stocks - continued

Shares

Value

Switzerland - continued

Schindler Holding AG (participation certificate)

33,294

$ 4,386,528

SGS SA (Reg.)

780

1,651,627

Swatch Group AG (Bearer)

2,200

910,426

Syngenta AG (Switzerland)

5,030

1,961,144

UBS AG

248,020

3,721,191

UBS AG (NY Shares)

225,000

3,379,500

Zurich Financial Services AG

20,820

5,130,667

TOTAL SWITZERLAND

34,120,866

Turkey - 0.1%

Boyner Buyuk Magazacilik A/S (a)

280,000

643,570

United Kingdom - 10.0%

Aberdeen Asset Management PLC

355,842

1,863,409

Aggreko PLC

86,400

2,997,702

Anglo American PLC (United Kingdom)

45,018

1,382,488

Ashmore Group PLC

187,900

1,102,824

Barclays PLC

772,037

2,854,788

Bellway PLC

60,700

990,321

BG Group PLC

274,063

5,075,039

BHP Billiton PLC

272,542

8,735,313

British American Tobacco PLC (United Kingdom)

145,200

7,201,863

British Land Co. PLC

332,855

2,838,810

Diageo PLC

244,804

6,998,587

Domino's Pizza UK & IRL PLC

149,600

1,220,363

GlaxoSmithKline PLC

169,900

3,807,028

Hikma Pharmaceuticals PLC

121,783

1,453,319

HSBC Holdings PLC (United Kingdom)

715,328

7,052,627

Intertek Group PLC

46,500

2,115,360

Jazztel PLC (a)

353,900

2,343,995

Legal & General Group PLC

2,217,925

4,796,096

Lloyds Banking Group PLC (a)

2,942,200

1,937,448

London Stock Exchange Group PLC

93,500

1,471,889

Meggitt PLC

416,600

2,595,033

Next PLC

43,800

2,520,529

Ocado Group PLC (a)(d)

898,900

935,637

Persimmon PLC

145,600

1,867,948

Rolls-Royce Group PLC

271,600

3,745,227

Rolls-Royce Group PLC Class C

20,641,600

33,310

Rotork PLC

44,510

1,636,242

Royal Dutch Shell PLC Class B (United Kingdom)

371,647

13,146,061

SABMiller PLC

68,400

2,930,050

Standard Chartered PLC (United Kingdom)

106,579

2,517,101

Taylor Wimpey PLC

1,367,400

1,348,258

The Weir Group PLC

47,100

1,324,053

Ultra Electronics Holdings PLC

36,900

1,008,137

Vodafone Group PLC

2,244,100

6,094,158

Vodafone Group PLC sponsored ADR

47,212

1,285,111

TOTAL UNITED KINGDOM

111,226,124

 

Shares

Value

United States of America - 49.6%

Abbott Laboratories

147,000

$ 9,631,440

American International Group, Inc. (a)

332,000

11,596,760

American Tower Corp.

259,000

19,500,110

Amgen, Inc.

234,000

20,251,530

Apple, Inc.

28,600

17,019,860

Beam, Inc.

54,900

3,050,244

Berkshire Hathaway, Inc. Class B (a)

109,000

9,412,150

Cabela's, Inc. Class A (a)

263,000

11,785,030

Cabot Oil & Gas Corp.

291,000

13,671,180

Capital One Financial Corp.

165,000

9,928,050

Citigroup, Inc.

336,000

12,563,040

Citrix Systems, Inc. (a)

18,209

1,125,498

Clean Harbors, Inc. (a)

13,000

758,550

Cognizant Technology Solutions Corp. Class A (a)

23,300

1,552,945

Comcast Corp. Class A

404,000

15,154,040

Constellation Brands, Inc. Class A (sub. vtg.) (a)

69,000

2,438,460

Crown Castle International Corp. (a)

44,000

2,937,000

Discover Financial Services

211,000

8,651,000

Discovery Communications, Inc. (a)

254,000

14,991,080

DISH Network Corp. Class A

45,000

1,603,350

Dollar General Corp. (a)

23,900

1,162,018

Eastman Chemical Co.

13,000

770,120

eBay, Inc. (a)

324,800

15,684,592

Estee Lauder Companies, Inc. Class A

89,700

5,527,314

Facebook, Inc. Class A

88,000

1,858,120

Foot Locker, Inc.

71,000

2,378,500

Freeport-McMoRan Copper & Gold, Inc.

108,000

4,199,040

G-III Apparel Group Ltd. (a)

68,000

2,513,280

General Electric Co.

832,800

17,538,768

Georgia Gulf Corp. (d)

35,200

1,245,728

Gilead Sciences, Inc. (a)

270,000

18,133,200

GNC Holdings, Inc.

159,000

6,148,530

Home Depot, Inc.

134,000

8,224,920

International Paper Co.

90,000

3,224,700

J.B. Hunt Transport Services, Inc.

164,600

9,662,020

James River Coal Co. (a)(d)

310,000

1,553,100

Johnson & Johnson

128,000

9,064,960

Lumber Liquidators Holdings, Inc. (a)

25,000

1,395,500

M&T Bank Corp.

80,000

8,328,000

Marathon Petroleum Corp.

66,000

3,625,380

MasterCard, Inc. Class A

74,400

34,293,189

Medivation, Inc. (a)

44,000

2,249,280

Merck & Co., Inc.

148,000

6,753,240

Michael Kors Holdings Ltd.

33,200

1,815,708

Noble Energy, Inc.

78,000

7,410,780

Ocwen Financial Corp. (a)

73,000

2,815,610

Onyx Pharmaceuticals, Inc. (a)

101,000

7,914,360

Palo Alto Networks, Inc.

3,300

181,434

Peabody Energy Corp.

224,000

6,249,600

Pfizer, Inc.

365,000

9,077,550

Common Stocks - continued

Shares

Value

United States of America - continued

Phillips 66

360,000

$ 16,977,600

Pioneer Natural Resources Co.

183,900

19,429,035

Prestige Brands Holdings, Inc. (a)

304,000

5,286,560

PulteGroup, Inc. (a)

384,000

6,658,560

PVH Corp.

50,000

5,499,500

Ralph Lauren Corp.

9,000

1,383,210

Realogy Holdings Corp.

78,800

2,800,552

Royal Gold, Inc.

24,200

2,131,536

salesforce.com, Inc. (a)

77,000

11,240,460

SBA Communications Corp. Class A (a)

54,000

3,598,020

Sempra Energy

75,800

5,287,050

Sirius XM Radio, Inc. (a)

415,000

1,162,000

The Cooper Companies, Inc.

25,000

2,399,500

The Travelers Companies, Inc.

70,000

4,965,800

TJX Companies, Inc.

237,500

9,887,125

Toll Brothers, Inc. (a)

108,000

3,565,080

Total System Services, Inc.

67,900

1,527,071

Under Armour, Inc. Class A (sub. vtg.) (a)

67,200

3,511,872

Union Pacific Corp.

120,400

14,812,812

United Rentals, Inc. (a)

88,000

3,578,080

Urban Outfitters, Inc. (a)

63,000

2,252,880

USG Corp. (a)

61,000

1,629,310

Visa, Inc. Class A

36,000

4,995,360

Wal-Mart Stores, Inc.

215,000

16,129,300

Watson Pharmaceuticals, Inc. (a)

19,100

1,641,645

Wells Fargo & Co.

230,000

7,748,700

Whirlpool Corp.

16,000

1,562,880

Workday, Inc.

16,250

788,125

TOTAL UNITED STATES OF AMERICA

551,069,481

TOTAL COMMON STOCKS

(Cost $954,498,052)


1,056,052,117

Nonconvertible Preferred Stocks - 0.6%

 

 

 

 

Germany - 0.6%

Volkswagen AG
(Cost $4,272,812)

28,900


5,978,414

Investment Companies - 0.0%

Shares

Value

Cyprus - 0.0%

Aisi Realty Public Ltd. (a)
(Cost $430,048)

31,822

$ 37,744

Money Market Funds - 4.8%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

51,411,090

51,411,090

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

2,317,903

2,317,903

TOTAL MONEY MARKET FUNDS

(Cost $53,728,993)


53,728,993

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $1,012,929,905)

1,115,797,268

NET OTHER ASSETS (LIABILITIES) - (0.4)%

(3,962,689)

NET ASSETS - 100%

$ 1,111,834,579

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

$ 40,337

Fidelity Securities Lending Cash Central Fund

279,543

Total

$ 319,880

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 176,900,919

$ 174,035,891

$ 2,865,028

$ -

Consumer Staples

87,215,661

59,156,608

28,059,053

-

Energy

98,190,830

81,006,351

17,184,479

-

Financials

224,349,940

196,906,214

27,443,726

-

Health Care

129,104,792

110,853,024

18,251,768

-

Industrials

128,324,984

125,527,814

2,797,170

-

Information Technology

137,294,906

131,771,787

5,523,119

-

Materials

42,962,780

32,266,323

10,696,457

-

Telecommunication Services

27,831,157

21,736,999

6,094,158

-

Utilities

9,854,562

9,854,562

-

-

Investment Companies

37,744

37,744

-

-

Money Market Funds

53,728,993

53,728,993

-

-

Total Investments in Securities:

$ 1,115,797,268

$ 996,882,310

$ 118,914,958

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements.

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 90,641,463

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, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $2,205,469) - See accompanying schedule:

Unaffiliated issuers (cost $959,200,912)

$ 1,062,068,275

 

Fidelity Central Funds (cost $53,728,993)

53,728,993

 

Total Investments (cost $1,012,929,905)

 

$ 1,115,797,268

Foreign currency held at value (cost $44)

44

Receivable for investments sold

10,574,510

Receivable for fund shares sold

940,937

Dividends receivable

1,164,537

Distributions receivable from Fidelity Central Funds

22,934

Other receivables

304,491

Total assets

1,128,804,721

 

 

 

Liabilities

Payable for investments purchased

$ 10,558,754

Payable for fund shares redeemed

2,935,923

Accrued management fee

817,065

Distribution and service plan fees payable

7,965

Other affiliated payables

252,086

Other payables and accrued expenses

80,446

Collateral on securities loaned, at value

2,317,903

Total liabilities

16,970,142

 

 

 

Net Assets

$ 1,111,834,579

Net Assets consist of:

 

Paid in capital

$ 1,006,383,968

Undistributed net investment income

7,478,979

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(4,823,058)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

102,794,690

Net Assets

$ 1,111,834,579

Statement of Assets and Liabilities - continued

  

October 31, 2012

 

 

 

Calculation of Maximum Offering Price

 Class A:
Net Asset Value
and redemption price per share ($18,723,279 ÷ 950,719 shares)

$ 19.69

 

 

 

Maximum offering price per share (100/94.25 of $19.69)

$ 20.89

Class T:
Net Asset Value
and redemption price per share ($5,550,095 ÷ 283,053 shares)

$ 19.61

 

 

 

Maximum offering price per share (100/96.50 of $19.61)

$ 20.32

Class B:
Net Asset Value
and offering price per share ($303,960 ÷ 15,635 shares)A

$ 19.44

 

 

 

Class C:
Net Asset Value
and offering price per share ($1,726,205 ÷ 88,954 shares)A

$ 19.41

 

 

 

Worldwide:
Net Asset Value
, offering price and redemption price per share ($1,081,240,346 ÷ 54,468,873 shares)

$ 19.85

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($4,290,694 ÷ 216,909 shares)

$ 19.78

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, 2012

Investment Income

  

  

Dividends

 

$ 21,411,923

Interest

 

1,045

Income from Fidelity Central Funds

 

319,880

Income before foreign taxes withheld

 

21,732,848

Less foreign taxes withheld

 

(812,686)

Total income

 

20,920,162

 

 

 

Expenses

Management fee
Basic fee

$ 7,679,076

Performance adjustment

954,154

Transfer agent fees

2,526,973

Distribution and service plan fees

76,255

Accounting and security lending fees

503,914

Custodian fees and expenses

178,378

Independent trustees' compensation

7,299

Registration fees

91,889

Audit

78,615

Legal

6,059

Interest

56

Miscellaneous

12,139

Total expenses before reductions

12,114,807

Expense reductions

(206,687)

11,908,120

Net investment income (loss)

9,012,042

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

52,952,242

Foreign currency transactions

(72,889)

Total net realized gain (loss)

 

52,879,353

Change in net unrealized appreciation (depreciation) on:

Investment securities

45,677,356

Assets and liabilities in foreign currencies

(88,023)

Total change in net unrealized appreciation (depreciation)

 

45,589,333

Net gain (loss)

98,468,686

Net increase (decrease) in net assets resulting from operations

$ 107,480,728

Statement of Changes in Net Assets

  

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 9,012,042

$ 7,182,199

Net realized gain (loss)

52,879,353

120,543,178

Change in net unrealized appreciation (depreciation)

45,589,333

(94,457,618)

Net increase (decrease) in net assets resulting from operations

107,480,728

33,267,759

Distributions to shareholders from net investment income

(4,089,511)

(6,244,141)

Distributions to shareholders from net realized gain

-

(2,870,519)

Total distributions

(4,089,511)

(9,114,660)

Share transactions - net increase (decrease)

(126,253,328)

12,558,124

Redemption fees

23,898

33,448

Total increase (decrease) in net assets

(22,838,213)

36,744,671

 

 

 

Net Assets

Beginning of period

1,134,672,792

1,097,928,121

End of period (including undistributed net investment income of $7,478,979 and undistributed net investment income of $2,700,979, respectively)

$ 1,111,834,579

$ 1,134,672,792

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 17.89

$ 17.50

$ 14.96

$ 10.88

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .10

.05

.03

(.01)

Net realized and unrealized gain (loss)

  1.72

.47

2.63

4.09

Total from investment operations

  1.82

.52

2.66

4.08

Distributions from net investment income

  (.02)

(.08)

(.10)

-

Distributions from net realized gain

  -

(.05)

(.02)

-

Total distributions

  (.02)

(.13)

(.12)

-

Redemption fees added to paid in capital E,J

-

-

-

-

Net asset value, end of period

$ 19.69

$ 17.89

$ 17.50

$ 14.96

Total Return B,C,D

  10.20%

2.94%

17.85%

37.50%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  1.43%

1.41%

1.43%

1.52% A

Expenses net of fee waivers, if any

  1.43%

1.40%

1.43%

1.52% A

Expenses net of all reductions

  1.41%

1.38%

1.41%

1.49% A

Net investment income (loss)

  .52%

.28%

.21%

(.06)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 18,723

$ 13,153

$ 7,530

$ 993

Portfolio turnover rate G

  186%

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,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 17.83

$ 17.46

$ 14.94

$ 10.88

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  .05

.01

(.01)

(.01)

Net realized and unrealized gain (loss)

  1.73

.45

2.62

4.07

Total from investment operations

  1.78

.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

$ 19.61

$ 17.83

$ 17.46

$ 14.94

Total Return B,C,D

  9.98%

2.61%

17.53%

37.32%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  1.68%

1.66%

1.70%

1.73% A

Expenses net of fee waivers, if any

  1.68%

1.65%

1.70%

1.73% A

Expenses net of all reductions

  1.66%

1.63%

1.68%

1.70% A

Net investment income (loss)

  .26%

.03%

(.05)%

(.08)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,550

$ 2,187

$ 1,120

$ 458

Portfolio turnover rate G

  186%

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,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 17.77

$ 17.39

$ 14.89

$ 10.88

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  (.04)

(.09)

(.09)

(.03)

Net realized and unrealized gain (loss)

  1.71

.47

2.61

4.04

Total from investment operations

  1.67

.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

$ 19.44

$ 17.77

$ 17.39

$ 14.89

Total Return B,C,D

  9.40%

2.19%

16.92%

36.86%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  2.18%

2.16%

2.19%

2.20% A

Expenses net of fee waivers, if any

  2.18%

2.16%

2.19%

2.20% A

Expenses net of all reductions

  2.16%

2.13%

2.17%

2.17% A

Net investment income (loss)

  (.23)%

(.47)%

(.55)%

(.30)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 304

$ 256

$ 305

$ 224

Portfolio turnover rate G

  186%

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,

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 17.74

$ 17.36

$ 14.89

$ 10.88

Income from Investment Operations

 

 

 

 

Net investment income (loss) E

  (.04)

(.09)

(.09)

(.04)

Net realized and unrealized gain (loss)

  1.71

.47

2.61

4.05

Total from investment operations

  1.67

.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

$ 19.41

$ 17.74

$ 17.36

$ 14.89

Total Return B,C,D

  9.41%

2.19%

16.94%

36.86%

Ratios to Average Net Assets F,I

 

 

 

 

Expenses before reductions

  2.18%

2.16%

2.19%

2.18% A

Expenses net of fee waivers, if any

  2.18%

2.15%

2.19%

2.18% A

Expenses net of all reductions

  2.16%

2.13%

2.16%

2.15% A

Net investment income (loss)

  (.23)%

(.47)%

(.54)%

(.39)% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,726

$ 1,297

$ 710

$ 335

Portfolio turnover rate G

  186%

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,

2012

2011

2010

2009

2008

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 18.02

$ 17.58

$ 14.98

$ 13.40

$ 25.18

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .16

.11

.08

.12

.16

Net realized and unrealized gain (loss)

  1.74

.48

2.63

1.63

(9.44)

Total from investment operations

  1.90

.59

2.71

1.75

(9.28)

Distributions from net investment income

  (.07)

(.10)

(.10)

(.17)

(.12)

Distributions from net realized gain

  -

(.05)

(.02)

-

(2.38)

Total distributions

  (.07)

(.15)

(.11) G

(.17)

(2.50)

Redemption fees added to paid in capital B,F

-

-

-

-

-

Net asset value, end of period

$ 19.85

$ 18.02

$ 17.58

$ 14.98

$ 13.40

Total Return A

  10.56%

3.32%

18.18%

13.39%

(40.66)%

Ratios to Average Net Assets C,E

 

 

 

 

 

Expenses before reductions

  1.11%

1.08%

1.15%

1.27%

1.21%

Expenses net of fee waivers, if any

  1.11%

1.08%

1.15%

1.27%

1.21%

Expenses net of all reductions

  1.09%

1.05%

1.12%

1.24%

1.19%

Net investment income (loss)

  .84%

.60%

.50%

.92%

.84%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,081,240

$ 1,114,694

$ 1,087,928

$ 991,996

$ 934,885

Portfolio turnover rate D

  186%

203%

166%

224%

264%

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,

2012

2011

2010

2009 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 17.98

$ 17.57

$ 15.00

$ 10.88

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .14

.10

.07

.06

Net realized and unrealized gain (loss)

  1.74

.47

2.63

4.06

Total from investment operations

  1.88

.57

2.70

4.12

Distributions from net investment income

  (.08)

(.11)

(.11)

-

Distributions from net realized gain

  -

(.05)

(.02)

-

Total distributions

  (.08)

(.16)

(.13)

-

Redemption fees added to paid in capital D,I

-

-

-

-

Net asset value, end of period

$ 19.78

$ 17.98

$ 17.57

$ 15.00

Total Return B,C

  10.49%

3.23%

18.08%

37.87%

Ratios to Average Net Assets E,H

 

 

 

 

Expenses before reductions

  1.18%

1.13%

1.21%

1.17% A

Expenses net of fee waivers, if any

  1.18%

1.13%

1.21%

1.17% A

Expenses net of all reductions

  1.16%

1.10%

1.19%

1.15% A

Net investment income (loss)

  .77%

.56%

.44%

.62% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,291

$ 3,086

$ 335

$ 290

Portfolio turnover rate F

  186%

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

Fidelity Worldwide Fund


Notes to Financial Statements

For the period ended October 31, 2012

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 shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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, passive foreign investment companies (PFIC), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

Annual Report

Fidelity Worldwide Fund

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:

Gross unrealized appreciation

$ 122,955,424

Gross unrealized depreciation

(29,246,711)

Net unrealized appreciation (depreciation) on securities and other investments

$ 93,708,713

 

 

Tax Cost

$ 1,022,088,555

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 8,068,312

Undistributed long-term capital gain

$ 3,746,668

Net unrealized appreciation (depreciation)

$ 93,636,040

The tax character of distributions paid was as follows:

 

October 31, 2012

October 31, 2011

Ordinary Income

$ 4,089,511

$ 9,114,660

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 December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,976,525,810 and $2,106,835,705, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Worldwide as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .80% of the Fund's average net assets.

Annual Report

5. 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%

$ 37,612

$ 2,060

Class T

.25%

.25%

20,552

83

Class B

.75%

.25%

2,828

2,126

Class C

.75%

.25%

15,263

5,004

 

 

 

$ 76,255

$ 9,273

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 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

$ 7,220

Class T

1,258

Class B*

616

Class C*

1,466

 

$ 10,560

* 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

$ 45,131

.30

Class T

12,753

.31

Class B

850

.30

Class C

4,641

.30

Worldwide

2,452,307

.23

Institutional Class

11,291

.31

 

$ 2,526,973

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $46,686 for the period.

Annual Report

Fidelity Worldwide Fund

Notes to Financial Statements - continued

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 Loan
Balance

Weighted Average Interest Rate

Interest
Expense

Borrower

$ 6,075,000

.33%

$ 56

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,986 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $279,543, including $261 from securities loaned to FCM.

8. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $206,687 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

From net investment income

 

 

Class A

$ 16,598

$ 36,687

Class T

-

3,024

Class B

-

-

Class C

-

-

Worldwide

4,059,519

6,199,611

Institutional Class

13,394

4,819

Total

$ 4,089,511

$ 6,244,141

From net realized gain

 

 

Class A

$ -

$ 20,664

Class T

-

3,280

Class B

-

-

Class C

-

-

Worldwide

-

2,844,643

Institutional Class

-

1,932

Total

$ -

$ 2,870,519

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class A

 

 

 

 

Shares sold

433,206

446,295

$ 8,109,308

$ 8,440,354

Reinvestment of distributions

720

2,409

12,524

44,007

Shares redeemed

(218,566)

(143,732)

(4,053,305)

(2,654,718)

Net increase (decrease)

215,360

304,972

$ 4,068,527

$ 5,829,643

Class T

 

 

 

 

Shares sold

202,603

307,740

$ 3,780,147

$ 5,853,479

Reinvestment of distributions

-

344

-

6,293

Shares redeemed

(42,181)

(249,620)

(800,428)

(4,835,753)

Net increase (decrease)

160,422

58,464

$ 2,979,719

$ 1,024,019

Class B

 

 

 

 

Shares sold

4,060

3,768

$ 73,532

$ 71,519

Reinvestment of distributions

-

-

-

-

Shares redeemed

(2,808)

(6,939)

(51,407)

(128,598)

Net increase (decrease)

1,252

(3,171)

$ 22,125

$ (57,079)

Class C

 

 

 

 

Shares sold

38,075

41,472

$ 696,495

$ 784,669

Reinvestment of distributions

-

-

-

-

Shares redeemed

(22,245)

(9,227)

(407,626)

(167,760)

Net increase (decrease)

15,830

32,245

$ 288,869

$ 616,909

Worldwide

 

 

 

 

Shares sold

8,155,382

12,255,493

$ 150,136,706

$ 231,984,939

Reinvestment of distributions

226,349

480,262

3,956,581

8,805,760

Shares redeemed

(15,784,478)

(12,736,797)

(288,554,381)

(238,335,100)

Net increase (decrease)

(7,402,747)

(1,042)

$ (134,461,094)

$ 2,455,599

Institutional Class

 

 

 

 

Shares sold

111,552

162,911

$ 2,100,045

$ 2,875,496

Reinvestment of distributions

745

360

12,982

6,581

Shares redeemed

(67,062)

(10,647)

(1,264,501)

(193,044)

Net increase (decrease)

45,235

152,624

$ 848,526

$ 2,689,033

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, 2012, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Worldwide Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the 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 14, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Worldwide voted to pay on December 10, 2012, to shareholders of record at the opening of business on December 7, 2012, a distribution of $0.08 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.151 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2012, $3,746,668, or, if subsequently determined to be different, the net capital gain of such year.

Class I designates 84% of the dividends distributed in during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class I 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 fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, 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.

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) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance 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, 2011, as available, 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 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 C 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 (top of box) and the 75th percentile return (bottom 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

ldi1164270

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- and three-year periods and the first quartile for the five-year period. The Board also noted that the investment performance of the retail class of the fund compared favorably to its benchmark for the three- and five-year periods, although the fund's one-year 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.

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 17% means that 83% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Fidelity Worldwide Fund

ldi1164272

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 2011. 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.

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, and the retail class of the fund ranked below its competitive median for 2011 and the total expense ratio of each of Class T and Institutional Class ranked above its competitive median for 2011. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. 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. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

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.

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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
(UK) Limited
Fidelity Management & Research
(Hong Kong) Limited
Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

AWLDI-UANN-1212
1.883436.103

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, 2012

(Fidelity Cover Art)


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 Emerging Markets Fund, 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.. © 2012 FMR LLC. All rights reserved.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the funds. This report is not authorized for distribution to prospective investors in the funds unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Annual Report


Shareholder Expense Example

As a shareholder of a Fund you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of each fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

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.

Annual Report

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012
to October 31, 2012

Fidelity Series Emerging Markets Fund

 

 

 

Series Emerging Markets

1.10%

 

 

 

Actual

 

$ 1,000.00

$ 986.00

$ 5.49

HypotheticalA

 

$ 1,000.00

$ 1,019.61

$ 5.58

Class F

.91%

 

 

 

Actual

 

$ 1,000.00

$ 987.30

$ 4.55

HypotheticalA

 

$ 1,000.00

$ 1,020.56

$ 4.62

Fidelity Series International Growth Fund

 

 

Series International Growth

1.06%

 

 

 

Actual

 

$ 1,000.00

$ 1,012.30

$ 5.36

HypotheticalA

 

$ 1,000.00

$ 1,019.81

$ 5.38

Class F

.87%

 

 

 

Actual

 

$ 1,000.00

$ 1,013.10

$ 4.40

HypotheticalA

 

$ 1,000.00

$ 1,020.76

$ 4.42

Fidelity Series International Small Cap Fund

 

 

Series International Small Cap

1.24%

 

 

 

Actual

 

$ 1,000.00

$ 1,025.60

$ 6.31

HypotheticalA

 

$ 1,000.00

$ 1,018.90

$ 6.29

Class F

1.04%

 

 

 

Actual

 

$ 1,000.00

$ 1,027.20

$ 5.30

HypotheticalA

 

$ 1,000.00

$ 1,019.91

$ 5.28

Fidelity Series International Value Fund

 

 

Series International Value

.92%

 

 

 

Actual

 

$ 1,000.00

$ 1,061.40

$ 4.77

HypotheticalA

 

$ 1,000.00

$ 1,020.51

$ 4.67

Class F

.72%

 

 

 

Actual

 

$ 1,000.00

$ 1,062.40

$ 3.73

HypotheticalA

 

$ 1,000.00

$ 1,021.52

$ 3.66

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184 / 366 (to reflect the one-half year period).

Annual Report

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, 2012

Past 1
year

Life of
fund
A

  Fidelity Series Emerging Markets Fund

5.40%

18.81%

  Class F B

5.60%

19.03%

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.

gsv510543

Annual Report

Fidelity Series Emerging Markets Fund


Management's Discussion of Fund Performance

Market Recap: Emerging-markets stocks gained 2.98% for the year ending October 31, 2012, as measured by the MSCI® Emerging Markets Index. After some early choppiness, the index rallied strongly in the first two months of 2012 but retreated from March through May amid renewed concerns about Europe's sovereign debt crisis and continued economic sluggishness in key countries such as China and Brazil. A general uptrend in the final five months of the period lifted the index into positive territory for the full year, despite the head wind of a generally stronger U.S. dollar. Major benchmark component Brazil was a drag on performance, falling roughly 13%. The nation's inflation rate crept higher while economic growth ebbed, creating an unfavorable backdrop for stocks here. India's market retreated about 5%, while Russia gave up 4%. Conversely, Hong Kong advanced approximately 17%, aided by rebounding shares of property developers, while South Africa added 7%, China rose roughly 5% and South Korea and Taiwan gained about 4% and 1%, respectively. Sentiment about Chinese stocks improved following the government's September approval of massive outlays for infrastructure projects, in hopes of halting that nation's economic slowdown. However, China's ongoing transition to new Communist Party leadership created uncertainty that kept some investors on the sidelines.

Comments from Timothy Gannon and Douglas Chow, Co-Portfolio Managers of Fidelity® Series Emerging Markets Fund, along with James Hayes, Per Johansson, Sam Polyak and Gregory Lee: For the year, the fund's Series Emerging Markets and Class F shares gained 5.40% and 5.60%, respectively, ahead of the MSCI index. Our picks were strongest in consumer staples and telecommunication services. The top relative contributor was Colombia-based energy firm Ecopetrol. In consumer staples, we benefited from positions in Uni-President China Holdings, a beverage and instant noodles company operating in China that gained market share, and confectionary products maker Orion, a South Korean snack food company that has grown in China. Conversely, results were hampered by security selection in information technology. The fund was hurt by shares of BW Offshore, a Bermuda-based oil-services company that faced a difficult operating environment. In the materials sector, shares of Australia-headquartered Aquarius Platinum lost significant ground because the platinum producer was pressured by weak global demand for autos and cost inflation due to labor unrest in South Africa. BW and Aquarius were not in the index.

Note to shareholders: Gregory Lee was named Co-Portfolio Manager on May 2, 2012, and is responsible for the fund's industrials sector assets.

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, 2012

gsv510545

Korea (South) 14.4%

 

gsv510547

Brazil 13.1%

 

gsv510549

Russia 9.0%

 

gsv510551

China 8.8%

 

gsv510553

Taiwan 7.5%

 

gsv510555

Cayman Islands 6.1%

 

gsv510557

Mexico 4.6%

 

gsv510559

India 4.3%

 

gsv510561

United States of America 4.1%

 

jmcw

Other 28.1%

 

gsv510565

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

gsv510545

Korea (South) 13.5%

 

gsv510547

Brazil 12.6%

 

gsv510549

China 8.5%

 

gsv510551

Taiwan 8.4%

 

gsv510553

Russia 7.0%

 

gsv510555

Cayman Islands 5.1%

 

gsv510557

South Africa 4.9%

 

gsv510559

Hong Kong 4.1%

 

gsv510561

United States of America 4.1%

 

jmcw

Other 31.8%

 

gsv510577

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

97.1

97.0

Short-Term Investments and Net Other Assets (Liabilities)

2.9

3.0

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Samsung Electronics Co. Ltd. (Korea (South), Semiconductors & Semiconductor Equipment)

4.6

4.4

Taiwan Semiconductor Manufacturing Co. Ltd. (Taiwan, Semiconductors & Semiconductor Equipment)

2.6

2.6

Vale SA (PN-A) sponsored ADR (Brazil, Metals & Mining)

2.1

2.0

China Construction Bank Corp. (H Shares) (China, Commercial Banks)

1.8

1.7

Industrial & Commercial Bank of China Ltd. (H Shares) (China, Commercial Banks)

1.7

2.1

Petroleo Brasileiro SA - Petrobras sponsored ADR (Brazil, Oil, Gas & Consumable Fuels)

1.7

0.6

America Movil SAB de CV Series L sponsored ADR (Mexico, Wireless Telecommunication Services)

1.5

1.3

Mobile TeleSystems OJSC (Russia, Wireless Telecommunication Services)

1.5

0.9

Sberbank (Savings Bank of the Russian Federation) (Russia, Commercial Banks)

1.4

1.2

PT Telkomunikasi Indonesia Tbk (Indonesia, Diversified Telecommunication Services)

1.3

1.2

 

20.2

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.6

21.7

Information Technology

13.3

14.2

Energy

12.1

14.0

Materials

11.9

12.2

Consumer Staples

9.1

8.2

Consumer Discretionary

8.0

8.3

Telecommunication Services

7.2

7.9

Industrials

6.7

6.2

Utilities

3.1

3.2

Health Care

1.1

1.1

Annual Report

Fidelity Series Emerging Markets Fund


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 94.6%

Shares

Value

Australia - 0.2%

Paladin Energy Ltd. (Australia) (a)

11,417,191

$ 13,451,583

Austria - 0.4%

Erste Bank AG (a)

922,626

23,169,820

Bailiwick of Jersey - 0.3%

Atrium European Real Estate Ltd.

3,032,372

17,140,514

Bermuda - 1.9%

Aquarius Platinum Ltd. (Australia)

9,262,261

5,528,447

BW Offshore Ltd.

30,807,621

18,102,105

Cosco International Holdings Ltd.

1,526,000

618,272

GP Investments Ltd. (depositary receipt) (a)

6,551,400

15,128,168

Kunlun Energy Co. Ltd.

20,180,000

37,495,500

Pacific Basin Shipping Ltd.

21,601,000

11,566,913

Seadrill Ltd.

469,408

19,002,572

TOTAL BERMUDA

107,441,977

Brazil - 13.1%

Anhanguera Educacional Participacoes SA

2,454,116

43,015,450

Arezzo Industria e Comercio SA

753,000

13,439,477

Banco do Brasil SA

2,099,357

22,398,792

Banco do Estado Rio Grande do Sul SA

2,488,900

19,668,076

BM&F Bovespa SA

6,251,900

40,016,100

BR Properties SA

3,456,900

45,273,893

Braskem SA (PN-A)

2,692,600

17,791,139

CCR SA

2,553,300

22,452,396

Cia.Hering SA

1,055,700

24,252,954

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

702,000

28,634,580

Companhia de Saneamento de Minas Gerais

537,800

12,693,992

Companhia Paranaense de Energia-Copel:

(PN-B)

89,700

1,324,930

(PN-B) sponsored ADR (d)

1,109,100

16,370,316

Estacio Participacoes SA

1,021,600

19,465,754

Fibria Celulose SA (a)

1,529,200

12,980,187

Gerdau SA sponsored ADR (d)

2,706,300

23,788,377

Itau Unibanco Holdings SA sponsored ADR

4,190,160

61,092,533

Lojas Americanas SA (PN)

4,172,988

34,928,139

Mills Estruturas e Servicos de Engenharia SA

1,361,400

20,872,946

Multiplus SA

425,500

9,886,189

Petroleo Brasileiro SA - Petrobras:

(PN) sponsored ADR (non-vtg.)

1,181,400

24,254,142

sponsored ADR

3,565,116

75,616,110

Sul America SA unit

499,200

3,932,547

Common Stocks - continued

Shares

Value

Brazil - continued

TIM Participacoes SA sponsored ADR

260,100

$ 4,520,538

Ultrapar Participacoes SA

1,797,200

37,695,143

Vale SA (PN-A) sponsored ADR

6,757,400

120,214,146

TOTAL BRAZIL

756,578,846

Canada - 2.2%

Banro Corp. (a)

1,531,100

7,082,535

Barrick Gold Corp.

442,900

17,911,120

First Quantum Minerals Ltd.

990,800

22,271,299

Goldcorp, Inc.

552,800

24,990,158

Pan American Silver Corp.

299,700

6,593,400

Torex Gold Resources, Inc. (a)

3,713,700

7,734,164

Uranium One, Inc. (a)(d)

4,999,100

10,861,624

Yamana Gold, Inc.

1,379,400

27,857,320

TOTAL CANADA

125,301,620

Cayman Islands - 6.1%

21Vianet Group, Inc. ADR (a)(d)

1,122,534

12,437,677

Ajisen (China) Holdings Ltd.

17,563,000

12,146,719

Anta Sports Products Ltd.

15,565,000

13,255,269

Baidu.com, Inc. sponsored ADR (a)

286,926

30,592,050

Belle International Holdings Ltd.

11,701,000

21,801,465

China Liansu Group Holdings Ltd.

20,894,000

12,320,641

Eurasia Drilling Co. Ltd. GDR (Reg. S)

966,300

33,433,980

Geely Automobile Holdings Ltd.

32,860,000

14,119,109

Gourmet Master Co. Ltd.

1,798,000

12,741,732

Greatview Aseptic Pack Co. Ltd.

42,872,000

22,459,251

Haitian International Holdings Ltd.

9,766,000

12,059,357

Hengan International Group Co. Ltd.

5,489,000

50,002,697

SINA Corp. (a)

99,025

5,409,736

Spreadtrum Communications, Inc. ADR (d)

255,550

5,890,428

Tencent Holdings Ltd.

518,100

18,317,224

Uni-President China Holdings Ltd.

29,240,000

36,785,569

Veripos (a)(e)

2,543,575

7,361,301

Xueda Education Group sponsored ADR (a)(d)

2,360,100

6,797,088

Yingde Gases Group Co. Ltd.

24,432,000

23,170,844

TOTAL CAYMAN ISLANDS

351,102,137

Chile - 1.2%

Aguas Andinas SA

20,871,972

14,007,191

Embotelladora Andina SA Class A

2,773,532

13,949,803

Empresa Nacional de Telecomunicaciones SA (ENTEL)

889,697

18,121,232

Common Stocks - continued

Shares

Value

Chile - continued

Enersis SA

15,625,219

$ 5,348,589

Inversiones La Construccion SA

994,846

17,574,958

TOTAL CHILE

69,001,773

China - 8.8%

BBMG Corp. (H Shares)

14,688,500

12,622,552

China Communications Construction Co. Ltd. (H Shares)

24,567,000

23,045,282

China Construction Bank Corp. (H Shares)

134,633,000

101,451,826

China Pacific Insurance Group Co. Ltd. (H Shares)

15,284,600

47,924,308

China Shenhua Energy Co. Ltd. (H Shares)

17,183,000

73,165,851

China Suntien Green Energy Corp. Ltd. (H Shares) (e)

110,770,600

22,582,764

China Telecom Corp. Ltd. (H Shares)

30,295,682

17,924,424

Dongfeng Motor Group Co. Ltd. (H Shares)

20,690,000

25,628,738

Industrial & Commercial Bank of China Ltd. (H Shares)

151,341,000

100,177,332

Maanshan Iron & Steel Ltd. (H Shares) (a)

59,964,000

15,474,481

PICC Property & Casualty Co. Ltd. (H Shares)

14,004,000

18,647,787

Shanghai Electric Group Co. Ltd. (H Shares)

63,029,000

25,618,073

Weichai Power Co. Ltd. (H Shares)

6,991,000

24,761,511

TOTAL CHINA

509,024,929

Colombia - 0.9%

Ecopetrol SA ADR (d)

871,558

51,604,949

Cyprus - 0.2%

Globaltrans Investment PLC:

GDR (f)

384,000

7,104,000

GDR (Reg. S)

239,500

4,430,750

TOTAL CYPRUS

11,534,750

Czech Republic - 0.3%

Ceske Energeticke Zavody A/S

449,903

16,587,485

Egypt - 0.2%

Orascom Telecom Holding SAE unit (a)

3,584,100

10,770,221

Hong Kong - 1.0%

China Resources Power Holdings Co. Ltd.

6,147,000

13,166,393

Lenovo Group Ltd.

40,402,000

32,477,785

Sinotruk Hong Kong Ltd.

24,648,000

14,152,631

TOTAL HONG KONG

59,796,809

India - 4.3%

Axis Bank Ltd.

1,141,627

25,092,242

Bharti Airtel Ltd.

4,018,450

20,138,928

Grasim Industries Ltd.

175,551

11,420,145

Common Stocks - continued

Shares

Value

India - continued

Housing Development and Infrastructure Ltd. (a)

2,806,885

$ 5,005,494

Indiabulls Real Estate Ltd.

9,312,693

9,917,615

ITC Ltd.

10,802,924

56,730,158

JK Cement Ltd. (a)

1,118,165

5,238,054

Larsen & Toubro Ltd.

854,523

25,837,389

Lupin Ltd. (a)

1,228,397

12,932,357

Maruti Suzuki India Ltd.

914,820

24,447,907

Phoenix Mills Ltd. (a)

285,635

1,065,458

Power Grid Corp. of India Ltd.

5,189,791

10,995,933

SREI Infrastructure Finance Ltd. (e)

35,431,645

17,681,250

State Bank of India

574,903

22,547,887

TOTAL INDIA

249,050,817

Indonesia - 2.4%

PT Bakrieland Development Tbk (a)

1,147,621,000

7,766,273

PT Bank Tabungan Negara Tbk

113,098,000

17,897,786

PT Indo Tambangraya Megah Tbk

3,939,500

16,672,566

PT Jasa Marga Tbk

32,824,000

19,820,759

PT Telkomunikasi Indonesia Tbk:

Series B

4,552,000

4,623,262

sponsored ADR

1,700,379

69,120,406

TOTAL INDONESIA

135,901,052

Israel - 0.6%

Bezeq Israeli Telecommunication Corp. Ltd.

10,900,700

13,293,092

Check Point Software Technologies Ltd. (a)

143,439

6,387,339

NICE Systems Ltd. sponsored ADR (a)

421,900

14,049,270

TOTAL ISRAEL

33,729,701

Italy - 0.0%

Saipem SpA

500

22,462

Kazakhstan - 0.3%

JSC Halyk Bank of Kazakhstan GDR unit (a)

2,219,489

15,780,567

Kenya - 0.7%

Equity Bank Ltd.

76,772,200

21,864,073

Safaricom Ltd.

310,976,319

16,069,240

TOTAL KENYA

37,933,313

Korea (South) - 13.1%

AMOREPACIFIC Group, Inc.

75,476

32,535,148

E-Mart Co. Ltd.

187,080

40,579,301

Common Stocks - continued

Shares

Value

Korea (South) - continued

GS Engineering & Construction Corp.

340,595

$ 19,180,181

Hana Financial Group, Inc.

1,477,950

43,037,747

Hyundai Heavy Industries Co. Ltd.

105,249

22,105,458

Hyundai Industrial Development & Construction Co.

400,890

7,206,549

KB Financial Group, Inc.

1,649,472

56,105,811

Kia Motors Corp.

127,640

7,094,233

Korea Electric Power Corp. (a)

781,220

20,268,478

Korean Reinsurance Co.

1,258,660

12,352,028

KT&G Corp.

526,405

40,120,569

LG Chemical Ltd.

132,060

37,062,847

LS Industrial Systems Ltd.

398,968

24,955,627

Orion Corp.

25,862

24,288,915

POSCO sponsored ADR (d)

327,700

25,685,126

S-Oil Corp.

118

10,812

Samsung Electronics Co. Ltd.

217,878

261,776,537

Samsung Fire & Marine Insurance Co. Ltd.

179,333

39,227,863

Shinhan Financial Group Co. Ltd.

878,560

30,176,530

Shinhan Financial Group Co. Ltd. sponsored ADR

359,062

12,287,102

TOTAL KOREA (SOUTH)

756,056,862

Luxembourg - 0.4%

Subsea 7 SA

1,135,800

24,922,137

Malaysia - 0.7%

Axiata Group Bhd

10,628,300

22,784,898

Petronas Dagangan Bhd

2,440,800

17,692,995

TOTAL MALAYSIA

40,477,893

Mexico - 4.6%

America Movil SAB de CV Series L sponsored ADR

3,429,300

86,726,997

CEMEX SA de CV sponsored ADR

2,973,713

26,882,366

Desarrolladora Homex SAB de CV sponsored ADR (a)(d)

550,004

7,287,553

El Puerto de Liverpool SA Class C

1,580,000

14,160,150

Fibra Uno Administracion SA de CV

7,050,999

18,577,934

Fomento Economico Mexicano SAB de CV sponsored ADR

415,100

37,612,211

Grupo Comercial Chedraui de CV

5,726,700

15,425,440

Grupo Televisa SA de CV (CPO) sponsored ADR

2,541,600

57,440,160

TOTAL MEXICO

264,112,811

Netherlands - 0.2%

ASML Holding NV (Netherlands)

212,546

11,684,136

Nigeria - 1.5%

Guaranty Trust Bank PLC

45,618,414

5,750,953

Common Stocks - continued

Shares

Value

Nigeria - continued

Guaranty Trust Bank PLC GDR (Reg. S)

5,164,877

$ 32,022,237

Zenith Bank PLC

441,095,434

50,608,305

TOTAL NIGERIA

88,381,495

Norway - 1.2%

ElectroMagnetic GeoServices ASA (a)

7,661,999

16,664,408

Petroleum Geo-Services ASA

645,000

11,120,885

TGS Nopec Geophysical Co. ASA

1,243,333

42,307,299

TOTAL NORWAY

70,092,592

Panama - 0.5%

Copa Holdings SA Class A

312,200

28,978,404

Peru - 0.3%

Compania de Minas Buenaventura SA sponsored ADR

450,100

16,095,576

Philippines - 1.5%

Metro Pacific Investments Corp.

214,905,000

21,647,365

Metropolitan Bank & Trust Co.

10,274,188

23,748,123

Robinsons Land Corp.

84,328,250

38,983,862

TOTAL PHILIPPINES

84,379,350

Poland - 1.0%

Eurocash SA

1,092,509

13,342,185

Powszechny Zaklad Ubezpieczen SA

400,300

46,767,388

TOTAL POLAND

60,109,573

Russia - 7.8%

Bank St. Petersburg OJSC

3,007,189

5,534,904

DIXY Group OJSC (a)

1,386,880

14,651,215

Gazprom OAO sponsored ADR

5,169,796

47,251,935

LSR Group OJSC GDR (Reg. S)

1,787,300

8,605,850

Lukoil Oil Co. (a)

236,900

14,383,713

Magnit OJSC

242,482

34,542,987

Magnitogorsk Iron & Steel Works OJSC unit (a)

2,311,700

9,968,050

Mobile TeleSystems OJSC (a)

6,229,400

45,832,480

Mobile TeleSystems OJSC sponsored ADR

2,215,500

37,973,670

NOVATEK OAO GDR (Reg. S)

378,000

43,092,000

OGK-4 OJSC (a)

451,705,400

37,109,405

Raspadskaya OAO (a)

2,844,310

5,608,728

Rosneft Oil Co. OJSC

1,062,800

7,887,263

RusHydro JSC sponsored ADR

4,984,900

11,834,153

Sberbank (Savings Bank of the Russian Federation)

28,191,600

82,528,662

Sistema JSFC (a)

12,205,700

9,181,856

Common Stocks - continued

Shares

Value

Russia - continued

TNK-BP Holding

3,619,214

$ 7,388,317

Uralkali OJSC GDR (Reg. S)

675,887

26,481,253

TOTAL RUSSIA

449,856,441

Singapore - 1.2%

First Resources Ltd.

21,508,000

36,146,417

Global Logistic Properties Ltd.

14,913,000

31,420,241

TOTAL SINGAPORE

67,566,658

South Africa - 3.9%

AngloGold Ashanti Ltd.

680,400

22,987,540

Aspen Pharmacare Holdings Ltd.

1,289,800

23,503,244

Blue Label Telecoms Ltd.

13,358,432

10,383,977

Impala Platinum Holdings Ltd.

2,172,900

39,094,232

JSE Ltd.

4,063,649

32,961,362

Life Healthcare Group Holdings Ltd.

5,323,100

20,130,492

Naspers Ltd. Class N

866,500

56,254,319

Reunert Ltd.

1,377,300

12,132,674

Wilson Bayly Holmes-Ovcon Ltd.

260,300

4,265,958

TOTAL SOUTH AFRICA

221,713,798

Taiwan - 7.5%

Asia Cement Corp.

13,801,052

17,198,161

Cheng Uei Precision Industries Co. Ltd.

10,292,851

22,798,612

Chinatrust Financial Holding Co. Ltd.

47,770,722

26,330,319

Chroma ATE, Inc.

5,621,612

10,700,501

Hon Hai Precision Industry Co. Ltd. (Foxconn)

15,777,000

47,908,932

MediaTek, Inc.

2,793,000

31,028,021

Synnex Technology International Corp.

11,781,739

24,926,788

Taiwan Fertilizer Co. Ltd.

7,362,000

17,541,773

Taiwan Mobile Co. Ltd.

7,387,000

25,795,070

Taiwan Semiconductor Manufacturing Co. Ltd.

30,826,284

93,937,568

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

3,480,151

55,334,401

Unified-President Enterprises Corp.

21,891,270

38,671,329

Yuanta Financial Holding Co. Ltd.

42,674,000

19,284,382

TOTAL TAIWAN

431,455,857

Thailand - 1.0%

Bangkok Bank Public Co. Ltd. (For. Reg.)

6,907,000

40,761,885

PTT Global Chemical PCL (For. Reg.)

9,201,986

18,301,961

TOTAL THAILAND

59,063,846

Common Stocks - continued

Shares

Value

Turkey - 1.1%

Aygaz A/S

3,880,022

$ 17,879,488

TAV Havalimanlari Holding A/S

4,605,000

22,864,435

Turkiye Is Bankasi A/S Series C

6,321,000

21,510,795

TOTAL TURKEY

62,254,718

United Kingdom - 0.8%

Evraz PLC

2,412,300

9,194,910

Hikma Pharmaceuticals PLC

1,104,436

13,179,987

Kazakhmys PLC

2,030,200

23,228,508

TOTAL UNITED KINGDOM

45,603,405

United States of America - 1.2%

Cognizant Technology Solutions Corp. Class A (a)

481,665

32,102,972

CTC Media, Inc.

1,560,000

13,088,400

Universal Display Corp. (a)(d)

680,883

22,319,345

TOTAL UNITED STATES OF AMERICA

67,510,717

TOTAL COMMON STOCKS

(Cost $5,011,834,862)


5,445,241,594

Nonconvertible Preferred Stocks - 2.5%

 

 

 

 

Korea (South) - 1.3%

Hyundai Motor Co. Series 2

742,061

48,662,196

Samsung Electronics Co. Ltd.

35,099

25,495,643

TOTAL KOREA (SOUTH)

74,157,839

Russia - 1.2%

Sberbank (Savings Bank of the Russian Federation) (a)

15,560,800

32,768,196

Surgutneftegaz JSC

61,136,550

37,866,438

TOTAL RUSSIA

70,634,634

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $140,112,856)


144,792,473

Money Market Funds - 3.5%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)

136,343,028

$ 136,343,028

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

63,552,588

63,552,588

TOTAL MONEY MARKET FUNDS

(Cost $199,895,616)


199,895,616

TOTAL INVESTMENT PORTFOLIO - 100.6%

(Cost $5,351,843,334)

5,789,929,683

NET OTHER ASSETS (LIABILITIES) - (0.6)%

(36,506,344)

NET ASSETS - 100%

$ 5,753,423,339

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 $7,104,000 or 0.1% 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

$ 245,351

Fidelity Securities Lending Cash Central Fund

432,747

Total

$ 678,098

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

Asia Pacific Systems, Inc.

$ 6,859,480

$ 3,930,582

$ 9,382,778

$ -

$ -

China Suntien Green Energy Corp. Ltd. (H Shares)

5,673,154

17,269,514

641,524

765,000

22,582,764

SREI Infrastructure Finance Ltd.

22,963,624

5,096,230

4,160,863

285,589

17,681,250

Veripos

-

5,502,835

-

-

7,361,301

Total

$ 35,496,258

$ 31,799,161

$ 14,185,165

$ 1,050,589

$ 47,625,315

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 470,026,812

$ 470,026,812

$ -

$ -

Consumer Staples

514,018,524

514,018,524

-

-

Energy

704,549,553

704,549,553

-

-

Financials

1,411,215,143

1,355,109,332

56,105,811

-

Health Care

69,746,080

69,746,080

-

-

Industrials

393,981,673

393,981,673

-

-

Information Technology

765,574,965

659,953,261

105,621,704

-

Materials

680,458,650

646,050,965

34,407,685

-

Telecommunica-
tion Services

402,876,314

380,328,628

22,547,686

-

Utilities

177,586,353

157,317,875

20,268,478

-

Money Market Funds

199,895,616

199,895,616

-

-

Total Investments in Securities:

$ 5,789,929,683

$ 5,550,978,319

$ 238,951,364

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 1,189,220,064

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, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $59,320,549) - See accompanying schedule:

Unaffiliated issuers (cost $5,092,553,100)

$ 5,542,408,752

 

Fidelity Central Funds (cost $199,895,616)

199,895,616

 

Other affiliated issuers (cost $59,394,618)

47,625,315

 

Total Investments (cost $5,351,843,334)

 

$ 5,789,929,683

Cash

 

21,456,142

Foreign currency held at value (cost $2,330,196)

2,331,098

Receivable for investments sold

42,873,973

Receivable for fund shares sold

3,219,112

Dividends receivable

7,383,221

Distributions receivable from Fidelity Central Funds

72,767

Other receivables

2,349,606

Total assets

5,869,615,602

 

 

 

Liabilities

Payable for investments purchased

$ 43,313,062

Payable for fund shares redeemed

3,837,603

Accrued management fee

3,875,103

Other affiliated payables

650,278

Other payables and accrued expenses

963,629

Collateral on securities loaned, at value

63,552,588

Total liabilities

116,192,263

 

 

 

Net Assets

$ 5,753,423,339

Net Assets consist of:

 

Paid in capital

$ 5,567,408,558

Undistributed net investment income

73,362,140

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(324,986,441)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

437,639,082

Net Assets

$ 5,753,423,339

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

  

October 31, 2012

 

 

 

Series Emerging Markets:

Net Asset Value, offering price and redemption price per share ($3,182,643,705 ÷ 195,907,010 shares)

$ 16.25

 

 

 

Class F:

Net Asset Value, offering price and redemption price per share ($2,570,779,634 ÷ 157,719,674 shares)

$ 16.30

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Series Emerging Markets Fund
Financial Statements - continued

Statement of Operations

  

Year ended October 31, 2012

 

  

  

Investment Income

  

  

Dividends (including $1,050,589 earned from other affiliated issuers)

 

$ 143,476,164

Interest

 

5,413

Income from Fidelity Central Funds

 

678,098

Income before foreign taxes withheld

 

144,159,675

Less foreign taxes withheld

 

(15,024,574)

Total income

 

129,135,101

 

 

 

Expenses

Management fee

$ 42,802,976

Transfer agent fees

6,529,370

Accounting and security lending fees

1,570,123

Custodian fees and expenses

3,140,060

Independent trustees' compensation

34,154

Audit

94,786

Legal

25,493

Miscellaneous

46,956

Total expenses before reductions

54,243,918

Expense reductions

(1,691,372)

52,552,546

Net investment income (loss)

76,582,555

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $(6,486))

(271,293,702)

Other affiliated issuers

(4,642,756)

 

Foreign currency transactions

(4,893,298)

Total net realized gain (loss)

 

(280,829,756)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $6,783)

510,086,112

Assets and liabilities in foreign currencies

(368,922)

Total change in net unrealized appreciation (depreciation)

 

509,717,190

Net gain (loss)

228,887,434

Net increase (decrease) in net assets resulting from operations

$ 305,469,989

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

  

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 76,582,555

$ 38,993,493

Net realized gain (loss)

(280,829,756)

128,215,965

Change in net unrealized appreciation (depreciation)

509,717,190

(660,224,875)

Net increase (decrease) in net assets resulting
from operations

305,469,989

(493,015,417)

Distributions to shareholders from net investment income

(31,500,009)

(16,826,992)

Distributions to shareholders from net realized gain

(158,430,172)

(109,835,879)

Total distributions

(189,930,181)

(126,662,871)

Share transactions - net increase (decrease)

781,840,186

2,596,312,470

Total increase (decrease) in net assets

897,379,994

1,976,634,182

 

 

 

Net Assets

Beginning of period

4,856,043,345

2,879,409,163

End of period (including undistributed net investment income of $73,362,140 and undistributed net investment income of $28,150,121, respectively)

$ 5,753,423,339

$ 4,856,043,345

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Series Emerging Markets

Years ended October 31,

2012

2011

2010

2009 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 16.06

$ 18.85

$ 16.38

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .21

  .18

  .15

  .15

Net realized and unrealized gain (loss)

  .59

  (2.19)

  4.03

  6.27

Total from investment operations

  .80

  (2.01)

  4.18

  6.42

Distributions from net investment income

  (.09)

  (.10)

  (.09)

  (.04)

Distributions from net realized gain

  (.52)

  (.68)

  (1.62)

  -

Total distributions

  (.61)

  (.78)

  (1.71)

  (.04)

Net asset value, end of period

$ 16.25

$ 16.06

$ 18.85

$ 16.38

Total Return B, C

  5.40%

  (11.26)%

  27.32%

  64.35%

Ratios to Average Net Assets E, H

 

 

 

 

Expenses before reductions

  1.10%

  1.12%

  1.15%

  1.21% A

Expenses net of fee waivers, if any

  1.10%

  1.12%

  1.15%

  1.21% A

Expenses net of all reductions

  1.07%

  1.07%

  1.08%

  1.09% A

Net investment income (loss)

  1.37%

  1.00%

  .89%

  1.15% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,182,644

$ 3,384,616

$ 2,425,249

$ 910,106

Portfolio turnover rate F

  80%

  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,

2012

2011

2010

2009 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 16.11

$ 18.90

$ 16.40

$ 13.91

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .25

  .21

  .19

  .02

Net realized and unrealized gain (loss)

  .58

  (2.19)

  4.03

  2.47

Total from investment operations

  .83

  (1.98)

  4.22

  2.49

Distributions from net investment income

  (.12)

  (.13)

  (.10)

  -

Distributions from net realized gain

  (.52)

  (.68)

  (1.62)

  -

Total distributions

  (.64)

  (.81)

  (1.72)

  -

Net asset value, end of period

$ 16.30

$ 16.11

$ 18.90

$ 16.40

Total Return B, C

  5.60%

  (11.07)%

  27.59%

  17.90%

Ratios to Average Net Assets E, H

 

 

 

 

Expenses before reductions

  .90%

  .91%

  .92%

  .93% A

Expenses net of fee waivers, if any

  .90%

  .91%

  .92%

  .93% A

Expenses net of all reductions

  .87%

  .86%

  .85%

  .82% A

Net investment income (loss)

  1.57%

  1.21%

  1.13%

  .28% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,570,780

$ 1,471,427

$ 454,160

$ 8,025

Portfolio turnover rate F

  80%

  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, 2012

Past 1
year

Life of
fund
A

  Fidelity Series International Growth Fund

11.00%

5.70%

  Class F

11.23%

5.95%

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 ® Growth Index performed over the same period.

gsv510579

Annual Report

Fidelity Series International Growth Fund


Management's Discussion of Fund Performance

Market Recap: International stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a modest advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind, foreign developed- and emerging-markets stocks still managed a gain for the 12 months, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gains, advancing roughly 11%. A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which also helped the region outpace the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of the MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

Comments from Jed Weiss, Portfolio Manager of Fidelity® Series International Growth Fund: For the year, the fund's Series International Growth and Class F shares gained 11.00% and 11.23%, respectively, easily outpacing the 4.77% advance of the MSCI® EAFE® Growth Index. Following the fund's bottom-up stock selection strategy, portfolio positioning in Japan and Europe was especially helpful. An out-of-benchmark allocation to globally oriented U.S.-based stocks also contributed, while stock picking in Canada was modestly negative. In sector terms, security selection was very strong in information technology, materials, industrials, consumer discretionary and health care, while my picks in only two groups - energy and telecommunication services - had a negative impact. The top individual contributor was Belgian brewer Anheuser-Busch InBev, while in health care, Australian biotechnology company CSL and Denmark's Novo Nordisk also added value. U.S.-based credit card networks MasterCard and Visa, neither of which is in the index, were additional contributors. In contrast, not owning Diageo, a strong-performing U.K.-based spirits company and benchmark component, hurt. Other notable detractors were U.K. natural gas producer BG Group and Bharti Airtel, an Indian telecommunication services provider and non-index stock that I sold before 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 Growth Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

gsv510545

United States of America 18.9%

 

gsv510547

United Kingdom 18.3%

 

gsv510549

Japan 10.7%

 

gsv510551

Switzerland 8.9%

 

gsv510553

Australia 5.3%

 

gsv510555

Belgium 4.7%

 

gsv510557

France 3.5%

 

gsv510559

Germany 3.3%

 

gsv510561

Denmark 3.2%

 

jmcw

Other 23.2%

 

gsv510591

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

gsv510545

United Kingdom 18.3%

 

gsv510547

United States of America 17.6%

 

gsv510549

Japan 10.4%

 

gsv510551

Switzerland 9.3%

 

gsv510553

Belgium 4.2%

 

gsv510555

Australia 4.0%

 

gsv510557

Germany 3.8%

 

gsv510559

France 3.5%

 

gsv510561

Denmark 3.3%

 

jmcw

Other 25.6%

 

gsv510603

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

97.2

97.9

Short-Term Investments and Net Other Assets (Liabilities)

2.8

2.1

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

5.0

4.8

Anheuser-Busch InBev SA NV (Belgium, Beverages)

3.7

3.3

Novo Nordisk A/S Series B sponsored ADR (Denmark, Pharmaceuticals)

2.7

2.5

Linde AG (Germany, Chemicals)

2.5

2.3

GlaxoSmithKline PLC sponsored ADR (United Kingdom, Pharmaceuticals)

2.5

1.7

BG Group PLC (United Kingdom, Oil, Gas & Consumable Fuels)

2.4

2.8

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

2.2

2.0

Philip Morris International, Inc. (United States of America, Tobacco)

2.1

1.8

Standard Chartered PLC (United Kingdom) (United Kingdom, Commercial Banks)

2.0

1.9

CSL Ltd. (Australia, Biotechnology)

2.0

1.5

 

27.1

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Staples

23.2

22.2

Consumer Discretionary

14.3

15.1

Industrials

14.1

13.4

Materials

12.8

13.7

Health Care

11.4

9.5

Information Technology

8.3

7.6

Financials

7.6

11.2

Energy

5.5

4.7

Telecommunication Services

0.0

0.5

Annual Report

Fidelity Series International Growth Fund


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 97.2%

Shares

Value

Australia - 5.3%

Coca-Cola Amatil Ltd.

6,254,199

$ 87,319,704

CSL Ltd.

3,637,640

179,362,480

Newcrest Mining Ltd.

1,582,820

43,425,714

Newcrest Mining Ltd. sponsored ADR

775,486

21,519,737

Sydney Airport unit

7,293,521

25,665,824

Woodside Petroleum Ltd.

1,831,844

65,413,171

WorleyParsons Ltd.

2,359,520

60,424,225

TOTAL AUSTRALIA

483,130,855

Austria - 1.1%

Andritz AG

1,507,298

90,787,710

Zumtobel AG

1,035,497

11,063,420

TOTAL AUSTRIA

101,851,130

Bailiwick of Jersey - 1.1%

Informa PLC

3,498,713

22,595,485

Randgold Resources Ltd. sponsored ADR

637,465

76,234,439

TOTAL BAILIWICK OF JERSEY

98,829,924

Belgium - 4.7%

Anheuser-Busch InBev SA NV

3,982,181

333,034,413

Umicore SA

1,761,453

90,399,634

TOTAL BELGIUM

423,434,047

Bermuda - 0.9%

Lazard Ltd. Class A

867,948

25,569,748

Li & Fung Ltd.

25,863,000

43,382,817

Trinity Ltd.

18,060,000

12,653,570

TOTAL BERMUDA

81,606,135

Brazil - 1.1%

Arezzo Industria e Comercio SA

1,436,200

25,633,170

Iguatemi Empresa de Shopping Centers SA

1,994,400

25,334,443

Multiplan Empreendimentos Imobiliarios SA

1,534,800

44,962,261

TOTAL BRAZIL

95,929,874

Canada - 2.0%

Agnico-Eagle Mines Ltd. (Canada)

725,500

40,962,148

Fairfax Financial Holdings Ltd. (sub. vtg.)

85,200

31,606,961

First Quantum Minerals Ltd.

1,246,615

28,021,534

Common Stocks - continued

Shares

Value

Canada - continued

Goldcorp, Inc.

1,345,700

$ 60,834,398

Open Text Corp. (a)

418,500

22,493,197

TOTAL CANADA

183,918,238

Cayman Islands - 1.7%

Baidu.com, Inc. sponsored ADR (a)

368,820

39,323,588

Sands China Ltd.

30,076,800

113,126,847

TOTAL CAYMAN ISLANDS

152,450,435

Denmark - 3.2%

Novo Nordisk A/S Series B sponsored ADR

1,570,166

251,681,908

William Demant Holding A/S (a)

497,500

42,788,449

TOTAL DENMARK

294,470,357

Finland - 1.5%

Nokian Tyres PLC

2,676,392

111,008,176

Outotec Oyj

548,918

26,730,306

TOTAL FINLAND

137,738,482

France - 3.5%

Alstom SA

2,281,801

77,931,611

Danone SA

2,145,705

131,896,302

Remy Cointreau SA (d)

432,301

44,837,362

Safran SA

1,569,786

62,454,445

TOTAL FRANCE

317,119,720

Germany - 3.3%

alstria office REIT-AG

612,930

7,402,678

Linde AG

1,359,819

228,688,190

Siemens AG sponsored ADR (d)

592,255

59,764,452

TOTAL GERMANY

295,855,320

Ireland - 1.8%

CRH PLC sponsored ADR

3,351,500

62,505,475

Elan Corp. PLC sponsored ADR (a)

3,010,831

32,516,975

James Hardie Industries NV CDI

7,313,193

70,069,176

TOTAL IRELAND

165,091,626

Israel - 0.2%

Azrieli Group

899,186

20,073,752

Common Stocks - continued

Shares

Value

Italy - 0.9%

Fiat Industrial SpA

5,353,700

$ 57,977,002

Interpump Group SpA

2,890,349

21,953,470

TOTAL ITALY

79,930,472

Japan - 10.7%

Autobacs Seven Co. Ltd.

843,600

34,608,418

Denso Corp.

3,980,100

124,593,133

Fanuc Corp.

836,000

133,102,342

Fast Retailing Co. Ltd.

345,800

77,017,712

Japan Tobacco, Inc.

1,420,200

39,245,411

JS Group Corp.

1,563,800

34,574,809

Keyence Corp.

458,000

121,513,716

Kobayashi Pharmaceutical Co. Ltd.

705,500

37,250,188

Mitsui Fudosan Co. Ltd.

2,740,000

55,362,896

Nintendo Co. Ltd.

361,100

46,500,163

Osaka Securities Exchange Co. Ltd.

749

2,791,275

SHO-BOND Holdings Co. Ltd.

849,400

25,674,586

SMC Corp.

253,000

39,868,971

Unicharm Corp.

1,090,500

59,012,401

USS Co. Ltd.

975,780

102,552,852

Yamato Kogyo Co. Ltd.

1,574,000

44,185,569

TOTAL JAPAN

977,854,442

Netherlands - 2.2%

ASML Holding NV

2,980,400

163,832,588

D.E. Master Blenders 1753 NV (a)

2,911,841

35,586,769

TOTAL NETHERLANDS

199,419,357

Portugal - 1.2%

Jeronimo Martins SGPS SA

6,117,479

107,043,801

South Africa - 0.6%

Clicks Group Ltd.

5,270,927

36,340,530

JSE Ltd.

2,444,907

19,831,306

TOTAL SOUTH AFRICA

56,171,836

Spain - 1.7%

Inditex SA

882,703

112,626,730

Prosegur Compania de Seguridad SA (Reg.)

7,458,459

40,602,583

TOTAL SPAIN

153,229,313

Sweden - 3.2%

ASSA ABLOY AB (B Shares)

2,135,539

71,185,707

Fagerhult AB

335,870

8,304,464

Common Stocks - continued

Shares

Value

Sweden - continued

H&M Hennes & Mauritz AB (B Shares)

3,501,525

$ 118,514,129

Intrum Justitia AB

1,097,000

15,877,218

Swedish Match Co. AB

2,364,400

80,561,203

TOTAL SWEDEN

294,442,721

Switzerland - 8.9%

Nestle SA

7,235,365

459,153,941

Roche Holding AG (participation certificate)

1,049,429

201,817,603

Schindler Holding AG:

(participation certificate)

383,924

50,582,492

(Reg.)

79,700

10,312,305

Swatch Group AG (Bearer)

119,120

49,295,445

UBS AG (NY Shares)

2,829,713

42,502,289

TOTAL SWITZERLAND

813,664,075

Turkey - 2.0%

Anadolu Efes Biracilik Ve Malt Sanayii A/S

1,540,623

23,120,089

Coca-Cola Icecek A/S

3,117,007

60,514,278

Turkiye Garanti Bankasi A/S

12,891,000

61,560,368

Turkiye Petrol Rafinerile A/S

1,510,000

36,897,071

TOTAL TURKEY

182,091,806

United Kingdom - 18.3%

Anglo American PLC (United Kingdom)

1,579,500

48,505,912

Babcock International Group PLC

3,851,500

60,786,203

BG Group PLC

11,838,372

219,220,383

BHP Billiton PLC ADR (d)

2,664,890

170,499,662

GlaxoSmithKline PLC sponsored ADR

5,044,568

226,501,103

InterContinental Hotel Group PLC ADR

4,009,187

98,706,184

Johnson Matthey PLC

2,170,027

78,757,305

Reckitt Benckiser Group PLC

2,397,387

145,079,373

Rexam PLC

6,282,808

45,290,383

Rolls-Royce Group PLC

7,041,111

97,093,356

Rolls-Royce Group PLC Class C

535,124,436

863,557

Rotork PLC

1,473,797

54,178,583

SABMiller PLC

3,211,183

137,557,426

Serco Group PLC

5,453,002

49,850,765

Shaftesbury PLC

2,730,400

24,145,883

Standard Chartered PLC (United Kingdom)

7,676,008

181,286,056

Common Stocks - continued

Shares

Value

United Kingdom - continued

Unite Group PLC

4,500,300

$ 20,559,739

Victrex PLC

497,107

11,431,442

TOTAL UNITED KINGDOM

1,670,313,315

United States of America - 16.1%

Allergan, Inc.

607,800

54,653,376

Amazon.com, Inc. (a)

252,701

58,833,847

Autoliv, Inc. (d)

1,530,900

88,179,840

Berkshire Hathaway, Inc. Class B (a)

1,065,682

92,021,641

BorgWarner, Inc. (a)

934,957

61,538,870

CME Group, Inc.

718,000

40,157,740

Cummins, Inc.

349,596

32,715,194

Cymer, Inc. (a)

457,779

36,480,409

FMC Technologies, Inc. (a)

1,145,609

46,855,408

Freeport-McMoRan Copper & Gold, Inc.

625,400

24,315,552

Martin Marietta Materials, Inc. (d)

268,300

22,083,773

MasterCard, Inc. Class A

364,991

168,235,302

Mead Johnson Nutrition Co. Class A

1,402,800

86,496,648

Mohawk Industries, Inc. (a)

589,215

49,181,776

National Oilwell Varco, Inc.

947,211

69,809,451

Philip Morris International, Inc.

2,128,792

188,525,820

PriceSmart, Inc.

338,975

28,131,535

ResMed, Inc.

1,333,300

53,252,002

Solera Holdings, Inc.

514,041

24,062,259

SS&C Technologies Holdings, Inc. (a)

922,800

22,174,884

Union Pacific Corp.

778,300

95,754,249

Visa, Inc. Class A

890,099

123,510,137

TOTAL UNITED STATES OF AMERICA

1,466,969,713

TOTAL COMMON STOCKS

(Cost $7,559,520,031)


8,852,630,746

Money Market Funds - 3.9%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)

268,054,407

$ 268,054,407

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

90,071,620

90,071,620

TOTAL MONEY MARKET FUNDS

(Cost $358,126,027)


358,126,027

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $7,917,646,058)

9,210,756,773

NET OTHER ASSETS (LIABILITIES) - (1.1)%

(101,248,953)

NET ASSETS - 100%

$ 9,109,507,820

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

$ 414,798

Fidelity Securities Lending Cash Central Fund

3,513,538

Total

$ 3,928,336

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 1,304,049,001

$ 1,304,049,001

$ -

$ -

Consumer Staples

2,120,707,194

1,787,672,781

333,034,413

-

Energy

498,619,709

498,619,709

-

-

Financials

695,169,036

695,169,036

-

-

Health Care

1,042,573,896

1,042,573,896

-

-

Industrials

1,255,655,624

1,255,655,624

-

-

Information Technology

768,126,243

768,126,243

-

-

Materials

1,167,730,043

1,167,730,043

-

-

Money Market Funds

358,126,027

358,126,027

-

-

Total Investments in Securities:

$ 9,210,756,773

$ 8,877,722,360

$ 333,034,413

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 926,744,491

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, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $89,088,941) - See accompanying schedule:

Unaffiliated issuers (cost $7,559,520,031)

$ 8,852,630,746

 

Fidelity Central Funds (cost $358,126,027)

358,126,027

 

Total Investments (cost $7,917,646,058)

 

$ 9,210,756,773

Foreign currency held at value (cost $129,439)

129,449

Receivable for investments sold

7,115,082

Receivable for fund shares sold

5,097,417

Dividends receivable

18,551,712

Distributions receivable from Fidelity Central Funds

82,795

Other receivables

120,816

Total assets

9,241,854,044

 

 

 

Liabilities

Payable for investments purchased

$ 28,624,242

Payable for fund shares redeemed

6,056,263

Accrued management fee

6,343,835

Other affiliated payables

972,716

Other payables and accrued expenses

277,548

Collateral on securities loaned, at value

90,071,620

Total liabilities

132,346,224

 

 

 

Net Assets

$ 9,109,507,820

Net Assets consist of:

 

Paid in capital

$ 8,047,297,843

Undistributed net investment income

115,582,243

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(346,041,912)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

1,292,669,646

Net Assets

$ 9,109,507,820

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

  

October 31, 2012

 

 

 

Series International Growth:
Net Asset Value
, offering price and redemption price per share ($5,045,151,111 ÷ 436,664,982 shares)

$ 11.55

 

 

 

Class F:

Net Asset Value, offering price and redemption price per share ($4,064,356,709 ÷ 350,685,892 shares)

$ 11.59

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, 2012

 

  

  

Investment Income

  

  

Dividends

 

$ 210,743,281

Interest

 

2,848

Income from Fidelity Central Funds

 

3,928,336

Income before foreign taxes withheld

 

214,674,465

Less foreign taxes withheld

 

(13,904,387)

Total income

 

200,770,078

 

 

 

Expenses

Management fee
Basic fee

$ 58,483,415

Performance adjustment

9,026,682

Transfer agent fees

10,136,552

Accounting and security lending fees

1,739,716

Custodian fees and expenses

904,423

Independent trustees' compensation

53,195

Audit

71,001

Legal

32,372

Miscellaneous

76,903

Total expenses before reductions

80,524,259

Expense reductions

(686,362)

79,837,897

Net investment income (loss)

120,932,181

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(173,096,752)

Foreign currency transactions

(1,476,292)

Total net realized gain (loss)

 

(174,573,044)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $37,564)

937,994,877

Assets and liabilities in foreign currencies

(466,709)

Total change in net unrealized appreciation (depreciation)

 

937,528,168

Net gain (loss)

762,955,124

Net increase (decrease) in net assets resulting from operations

$ 883,887,305

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

  

Year ended
October 31,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 120,932,181

$ 88,532,076

Net realized gain (loss)

(174,573,044)

(130,475,418)

Change in net unrealized appreciation (depreciation)

937,528,168

(207,710,996)

Net increase (decrease) in net assets resulting
from operations

883,887,305

(249,654,338)

Distributions to shareholders from net investment income

(86,292,993)

(25,269,633)

Distributions to shareholders from net realized gain

(4,902,084)

(4,689,987)

Total distributions

(91,195,077)

(29,959,620)

Share transactions - net increase (decrease)

1,153,946,734

2,754,034,772

Total increase (decrease) in net assets

1,946,638,962

2,474,420,814

 

 

 

Net Assets

Beginning of period

7,162,868,858

4,688,448,044

End of period (including undistributed net investment income of $115,582,243 and undistributed net investment income of $81,593,479, respectively)

$ 9,109,507,820

$ 7,162,868,858

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Series International Growth

Years ended October 31,

2012

2011

2010 G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 10.53

$ 10.89

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .15

  .16

  .09

Net realized and unrealized gain (loss)

  .99

  (.46)

  .80

Total from investment operations

  1.14

  (.30)

  .89

Distributions from net investment income

  (.12)

  (.05)

  -

Distributions from net realized gain

  (.01)

  (.01)

  -

Total distributions

  (.12) I

  (.06)

  -

Net asset value, end of period

$ 11.55

$ 10.53

$ 10.89

Total Return B,C

  11.00%

  (2.77)%

  8.90%

Ratios to Average Net Assets E,H

 

 

 

Expenses before reductions

  1.05%

  1.00%

  1.01% A

Expenses net of fee waivers, if any

  1.05%

  1.00%

  1.01% A

Expenses net of all reductions

  1.04%

  .98%

  .99% A

Net investment income (loss)

  1.38%

  1.40%

  1.06% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 5,045,151

$ 4,996,927

$ 3,944,123

Portfolio turnover rate F

  27%

  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.

I Total distributions of $.12 per share is comprised of distributions from net investment income of $.115 and distributions from net realized gain of $.007 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Years ended October 31,

2012

2011

2010 G

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 10.57

$ 10.91

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .17

  .18

  .11

Net realized and unrealized gain (loss)

  1.00

  (.45)

  .80

Total from investment operations

  1.17

  (.27)

  .91

Distributions from net investment income

  (.14)

  (.06)

  -

Distributions from net realized gain

  (.01)

  (.01)

  -

Total distributions

  (.15)

  (.07)

  -

Net asset value, end of period

$ 11.59

$ 10.57

$ 10.91

Total Return B,C

  11.23%

  (2.50)%

  9.10%

Ratios to Average Net Assets E,H

 

 

 

Expenses before reductions

  .85%

  .79%

  .78% A

Expenses net of fee waivers, if any

  .85%

  .79%

  .78% A

Expenses net of all reductions

  .84%

  .77%

  .75% A

Net investment income (loss)

  1.58%

  1.62%

  1.29% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 4,064,357

$ 2,165,942

$ 744,325

Portfolio turnover rate F

  27%

  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, 2012

Past 1
year

Life of
fund
A

  Fidelity Series International Small Cap Fund

12.07%

8.69%

  Class F

12.25%

8.92%

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 Small Cap Index performed over the same period.

gsv510605

Annual Report

Fidelity Series International Small Cap Fund


Management's Discussion of Fund Performance

Market Recap: International stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a modest advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind, foreign developed- and emerging-markets stocks still managed a gain for the 12 months, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gains, advancing roughly 11%. A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which also helped the region outpace the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of the MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

Comments from 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 gained 12.07% and 12.25%, respectively, easily outpacing the 5.99% advance of the benchmark MSCI® EAFE® Small Cap Index. Security selection in emerging markets and Japan was very helpful to relative performance. An out-of-benchmark allocation to globally oriented U.S.-based stocks also contributed, while stock picking in Canada hurt. In sector terms, security selection helped in consumer discretionary, materials, industrials and financials, while energy and telecommunication services were detractors. The top individual contributor was Cymer, a U.S. laser manufacturer that gained sharply after in October after agreeing to be acquired by ASML Holding. Unite Group, a U.K.-based owner of student housing properties, added value, while better housing data lifted shares of U.S. carpet manufacturer Mohawk Industries and building products company James Hardie Industries, incorporated in Ireland and listed in Australia. In contrast, Austrian lighting company Zumtobel was hurt by weakness in its lighting-components business. Other disappointments were Nippon Thompson, a Japanese maker of linear motion guides, and Canadian energy producer Petrominerales. Most of the names I've mentioned were not in the index, and I sold Braskem before 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 Small Cap Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

gsv510545

Japan 19.7%

 

gsv510547

United Kingdom 18.9%

 

gsv510549

United States of America 18.8%

 

gsv510551

Germany 4.7%

 

gsv510553

Canada 3.3%

 

gsv510555

France 2.8%

 

gsv510557

Turkey 2.7%

 

gsv510559

Brazil 2.5%

 

gsv510561

Sweden 2.3%

 

jmcw

Other 24.3%

 

gsv510617

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

gsv510545

Japan 20.8%

 

gsv510547

United States of America 17.9%

 

gsv510549

United Kingdom 17.3%

 

gsv510551

Germany 4.6%

 

gsv510553

Brazil 3.3%

 

gsv510555

Canada 3.1%

 

gsv510557

France 3.0%

 

gsv510559

South Africa 2.6%

 

gsv510561

Finland 2.4%

 

jmcw

Other 25.0%

 

gsv510629

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

93.7

94.6

Short-Term Investments and Net Other Assets (Liabilities)

6.3

5.4

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

PriceSmart, Inc. (United States of America, Food & Staples Retailing)

2.5

2.6

USS Co. Ltd. (Japan, Specialty Retail)

2.0

2.0

Andritz AG (Austria, Machinery)

1.6

1.4

Spirax-Sarco Engineering PLC (United Kingdom, Machinery)

1.5

1.6

Kobayashi Pharmaceutical Co. Ltd. (Japan, Personal Products)

1.5

1.4

Prosegur Compania de Seguridad SA (Reg.) (Spain, Commercial Services & Supplies)

1.4

1.5

Unite Group PLC (United Kingdom, Real Estate Management & Development)

1.4

1.0

Coca-Cola Icecek A/S (Turkey, Beverages)

1.3

1.0

Interpump Group SpA (Italy, Machinery)

1.3

1.3

Meggitt PLC (United Kingdom, Aerospace & Defense)

1.2

1.3

 

15.7

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Industrials

23.5

23.3

Consumer Discretionary

18.2

19.0

Financials

14.1

15.1

Consumer Staples

11.6

11.4

Materials

9.5

9.6

Information Technology

7.3

7.8

Health Care

5.3

4.9

Energy

4.2

3.5

Annual Report

Fidelity Series International Small Cap Fund


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 93.0%

Shares

Value

Australia - 1.0%

Ramsay Health Care Ltd.

328,640

$ 8,105,599

Sydney Airport unit

3,067,350

10,793,972

TOTAL AUSTRALIA

18,899,571

Austria - 2.0%

Andritz AG

487,524

29,364,590

Zumtobel AG

792,019

8,462,061

TOTAL AUSTRIA

37,826,651

Bailiwick of Jersey - 1.6%

Informa PLC

2,889,412

18,660,480

Randgold Resources Ltd. sponsored ADR

88,600

10,595,674

TOTAL BAILIWICK OF JERSEY

29,256,154

Belgium - 1.5%

Gimv NV

268,916

12,997,634

Umicore SA

311,281

15,975,271

TOTAL BELGIUM

28,972,905

Bermuda - 1.0%

GP Investments Ltd. (depositary receipt) (a)

1,640,300

3,787,699

Lazard Ltd. Class A

173,001

5,096,609

Trinity Ltd.

13,342,000

9,347,947

TOTAL BERMUDA

18,232,255

Brazil - 1.8%

Arezzo Industria e Comercio SA

562,000

10,030,526

Banco Pine SA

1,215,064

8,495,068

Iguatemi Empresa de Shopping Centers SA

435,800

5,535,876

Multiplan Empreendimentos Imobiliarios SA

332,700

9,746,510

TOTAL BRAZIL

33,807,980

British Virgin Islands - 0.2%

Gem Diamonds Ltd. (a)

1,699,569

4,628,272

Canada - 3.3%

Agnico-Eagle Mines Ltd. (Canada)

115,040

6,495,225

Baytex Energy Corp. (d)

103,600

4,714,513

Copper Mountain Mining Corp. (a)

913,100

3,693,541

Eldorado Gold Corp.

548,500

8,105,993

Fairfax Financial Holdings Ltd. (sub. vtg.)

23,368

8,668,914

Open Text Corp. (a)

144,000

7,739,595

Painted Pony Petroleum Ltd. Class A (a)

489,200

5,289,972

Common Stocks - continued

Shares

Value

Canada - continued

Pason Systems, Inc.

553,400

$ 9,015,087

Petrominerales Ltd.

465,650

3,734,525

TAG Oil Ltd. (a)

720,800

5,051,915

TOTAL CANADA

62,509,280

Cayman Islands - 0.2%

Vantage Drilling Co. (a)

1,748,469

3,217,183

Denmark - 0.3%

William Demant Holding A/S (a)

56,364

4,847,695

Finland - 2.0%

Nokian Tyres PLC

451,100

18,710,184

Outotec Oyj

374,700

18,246,524

TOTAL FINLAND

36,956,708

France - 2.8%

Laurent-Perrier Group

115,724

9,869,715

Remy Cointreau SA

142,254

14,754,289

Saft Groupe SA

404,249

8,988,660

Vetoquinol SA

173,829

5,812,958

Virbac SA

77,200

13,458,444

TOTAL FRANCE

52,884,066

Germany - 4.7%

alstria office REIT-AG

788,729

9,525,895

Bilfinger Berger AG

177,898

17,406,672

CompuGROUP Holding AG

563,646

10,227,977

CTS Eventim AG

701,354

20,817,474

Fielmann AG

177,295

17,258,049

Software AG (Bearer)

334,000

13,381,375

TOTAL GERMANY

88,617,442

India - 0.7%

Jyothy Laboratories Ltd.

3,838,686

12,652,931

Ireland - 1.5%

FBD Holdings PLC

405,300

5,069,431

James Hardie Industries NV CDI

2,326,724

22,292,812

TOTAL IRELAND

27,362,243

Israel - 0.9%

Azrieli Group

350,813

7,831,676

Common Stocks - continued

Shares

Value

Israel - continued

Ituran Location & Control Ltd.

627,995

$ 7,762,018

Strauss Group Ltd.

114,055

1,288,667

TOTAL ISRAEL

16,882,361

Italy - 2.1%

Azimut Holding SpA

1,244,064

15,754,062

Interpump Group SpA (d)

3,148,466

23,913,982

TOTAL ITALY

39,668,044

Japan - 19.7%

Air Water, Inc.

383,000

4,797,695

Aozora Bank Ltd.

3,960,000

11,161,218

Asahi Co. Ltd. (d)

523,900

7,888,360

Autobacs Seven Co. Ltd.

495,100

20,311,318

Azbil Corp.

340,500

6,965,257

Cosmos Pharmaceutical Corp.

65,300

6,437,567

Daikoku Denki Co. Ltd.

168,200

4,256,094

Daikokutenbussan Co. Ltd.

492,000

15,641,939

FCC Co. Ltd.

861,200

15,480,671

Fields Corp.

260,800

3,750,450

GCA Savvian Group Corp. (d)

5,863

6,962,450

Glory Ltd.

455,800

11,065,269

Goldcrest Co. Ltd.

539,580

8,117,695

Iwatsuka Confectionary Co. Ltd.

5,700

213,348

Kamigumi Co. Ltd.

1,202,000

9,696,705

Kobayashi Pharmaceutical Co. Ltd.

518,200

27,360,804

Kyoto Kimono Yuzen Co. Ltd.

378,500

4,575,379

Meiko Network Japan Co. Ltd.

439,400

4,458,399

Miraial Co. Ltd.

102,000

1,942,127

Nabtesco Corp.

547,400

10,189,608

Nagaileben Co. Ltd.

562,400

8,256,705

Nihon M&A Center, Inc.

577,100

17,313,723

Nihon Parkerizing Co. Ltd.

897,000

13,539,835

Nippon Seiki Co. Ltd.

715,000

6,869,661

Nippon Thompson Co. Ltd.

2,394,000

8,276,888

NS Tool Co., Ltd.

1,000

17,036

Obic Co. Ltd.

55,250

11,371,132

Osaka Securities Exchange Co. Ltd.

860

3,204,935

OSG Corp.

926,000

12,121,633

Seven Bank Ltd.

5,687,900

16,245,036

SHO-BOND Holdings Co. Ltd.

438,900

13,266,513

Shoei Co. Ltd.

326,600

1,779,670

Common Stocks - continued

Shares

Value

Japan - continued

The Nippon Synthetic Chemical Industry Co. Ltd.

1,586,000

$ 10,410,422

Tocalo Co. Ltd.

184,500

2,678,636

Tsutsumi Jewelry Co. Ltd.

205,100

4,704,223

USS Co. Ltd.

364,680

38,327,260

Yamato Kogyo Co. Ltd.

687,400

19,296,798

TOTAL JAPAN

368,952,459

Korea (South) - 0.6%

Woongjin Coway Co. Ltd.

335,720

12,224,012

Netherlands - 2.3%

Aalberts Industries NV

1,036,300

18,804,803

ASM International NV unit

348,300

11,048,076

Heijmans NV unit

531,700

4,502,302

QIAGEN NV (a)(d)

462,545

8,071,410

TOTAL NETHERLANDS

42,426,591

Papua New Guinea - 0.4%

Oil Search Ltd. ADR

995,877

7,691,250

Philippines - 0.6%

Jollibee Food Corp.

4,214,900

10,839,779

Portugal - 0.7%

Jeronimo Martins SGPS SA

779,100

13,632,711

South Africa - 2.2%

African Rainbow Minerals Ltd.

431,227

9,026,740

City Lodge Hotels Ltd.

497,298

5,276,584

Clicks Group Ltd.

2,463,907

16,987,465

JSE Ltd.

405,495

3,289,080

Mr Price Group Ltd.

500,600

7,733,604

TOTAL SOUTH AFRICA

42,313,473

Spain - 1.9%

Grifols SA (a)

251,200

8,712,866

Prosegur Compania de Seguridad SA (Reg.)

4,947,079

26,931,057

TOTAL SPAIN

35,643,923

Sweden - 2.3%

Fagerhult AB

351,395

8,688,323

Intrum Justitia AB

1,473,703

21,329,356

Swedish Match Co. AB

408,400

13,915,241

TOTAL SWEDEN

43,932,920

Common Stocks - continued

Shares

Value

Switzerland - 0.5%

Zehnder Group AG

155,803

$ 9,176,199

Thailand - 0.1%

Thai Re Insurance PCL (a)

14,758,599

1,905,577

Turkey - 2.7%

Albaraka Turk Katilim Bankasi A/S

15,695,756

12,434,016

Boyner Buyuk Magazacilik A/S (a)(e)

5,673,500

13,040,346

Coca-Cola Icecek A/S

1,309,910

25,430,889

TOTAL TURKEY

50,905,251

United Kingdom - 18.9%

AMEC PLC

554,564

9,486,233

Babcock International Group PLC

1,048,800

16,552,660

Bellway PLC

979,500

15,980,555

Berendsen PLC

830,091

7,541,719

Britvic PLC (d)

2,331,200

13,513,011

Dechra Pharmaceuticals PLC

1,311,734

13,060,722

Derwent London PLC

288,800

9,609,972

Elementis PLC

2,031,328

6,860,970

Great Portland Estates PLC

2,377,500

17,940,365

H&T Group PLC

1,059,892

4,917,402

InterContinental Hotel Group PLC ADR

537,693

13,238,002

Johnson Matthey PLC

397,290

14,418,940

Meggitt PLC

3,765,482

23,455,470

Persimmon PLC

967,400

12,411,077

Rotork PLC

582,800

21,424,442

Serco Group PLC

2,253,565

20,601,852

Shaftesbury PLC

1,997,955

17,668,615

Spectris PLC

639,907

17,844,191

Spirax-Sarco Engineering PLC

878,100

27,419,606

Ted Baker PLC

565,849

8,656,556

Ultra Electronics Holdings PLC

648,210

17,709,608

Unite Group PLC

5,639,825

25,765,689

Victrex PLC

812,100

18,675,001

TOTAL UNITED KINGDOM

354,752,658

United States of America - 12.5%

ANSYS, Inc. (a)

74,815

5,302,887

Autoliv, Inc. (d)

307,700

17,723,520

BPZ Energy, Inc. (a)(d)

1,385,020

3,988,858

Broadridge Financial Solutions, Inc.

258,395

5,930,165

Cymer, Inc. (a)

247,704

19,739,532

Dril-Quip, Inc. (a)

202,631

14,034,223

Common Stocks - continued

Shares

Value

United States of America - continued

Evercore Partners, Inc. Class A

262,900

$ 7,334,910

Greenhill & Co., Inc. (d)

194,405

9,277,007

Kansas City Southern

205,400

16,526,484

Martin Marietta Materials, Inc. (d)

114,800

9,449,188

Mohawk Industries, Inc. (a)

221,862

18,518,821

Oceaneering International, Inc.

251,669

13,169,839

PriceSmart, Inc.

555,999

46,142,356

ResMed, Inc. (d)

492,500

19,670,450

Solera Holdings, Inc.

335,172

15,689,401

SS&C Technologies Holdings, Inc. (a)

544,088

13,074,435

TOTAL UNITED STATES OF AMERICA

235,572,076

TOTAL COMMON STOCKS

(Cost $1,489,014,315)


1,747,190,620

Nonconvertible Preferred Stocks - 0.7%

 

 

 

 

Brazil - 0.7%

Banco ABC Brasil SA
(Cost $13,918,787)

2,251,479


12,792,431

Money Market Funds - 8.9%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

119,157,510

119,157,510

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

47,511,271

47,511,271

TOTAL MONEY MARKET FUNDS

(Cost $166,668,781)


166,668,781

TOTAL INVESTMENT PORTFOLIO - 102.6%

(Cost $1,669,601,883)

1,926,651,832

NET OTHER ASSETS (LIABILITIES) - (2.6)%

(49,599,467)

NET ASSETS - 100%

$ 1,877,052,365

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

Fidelity Cash Central Fund

$ 140,614

Fidelity Securities Lending Cash Central Fund

646,132

Total

$ 786,746

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

Boyner Buyuk Magazacilik A/S

$ 3,751,446

$ 5,172,658

$ -

$ -

$ 13,040,346

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

All investments are categorized as Level 1 under the Fair Value Hierarchy. 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, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 347,100,340

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, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $46,595,117) - See accompanying schedule:

Unaffiliated issuers (cost $1,492,950,047)

$ 1,746,942,705

 

Fidelity Central Funds (cost $166,668,781)

166,668,781

 

Other affiliated issuers (cost $9,983,055)

13,040,346

 

Total Investments (cost $1,669,601,883)

 

$ 1,926,651,832

Foreign currency held at value (cost $347)

347

Receivable for investments sold

3,397,265

Receivable for fund shares sold

1,046,030

Dividends receivable

4,721,494

Distributions receivable from Fidelity Central Funds

45,503

Other receivables

24,220

Total assets

1,935,886,691

 

 

 

Liabilities

Payable for investments purchased

$ 7,256,326

Payable for fund shares redeemed

1,243,766

Accrued management fee

1,519,609

Other affiliated payables

236,310

Other payables and accrued expenses

1,067,044

Collateral on securities loaned, at value

47,511,271

Total liabilities

58,834,326

 

 

 

Net Assets

$ 1,877,052,365

Net Assets consist of:

 

Paid in capital

$ 1,634,951,263

Undistributed net investment income

19,938,812

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(33,830,682)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

255,992,972

Net Assets

$ 1,877,052,365

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, 2012

 

 

 

Series International Small Cap:

Net Asset Value, offering price and redemption price per share ($1,040,584,807 ÷ 83,673,234 shares)

$ 12.44

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($836,467,558 ÷ 67,051,122 shares)

$ 12.48

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

  

Year ended October 31, 2012

 

  

  

Investment Income

  

  

Dividends

 

$ 44,413,592

Interest

 

919

Income from Fidelity Central Funds

 

786,746

Income before foreign taxes withheld

 

45,201,257

Less foreign taxes withheld

 

(3,027,973)

Total income

 

42,173,284

 

 

 

Expenses

Management fee
Basic fee

$ 14,560,492

Performance adjustment

1,631,481

Transfer agent fees

2,088,327

Accounting and security lending fees

768,199

Custodian fees and expenses

264,284

Independent trustees' compensation

10,992

Audit

62,010

Legal

6,723

Miscellaneous

16,317

Total expenses before reductions

19,408,825

Expense reductions

(111,709)

19,297,116

Net investment income (loss)

22,876,168

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(16,622,357)

Investment not meeting investment restrictions

(3,732)

Foreign currency transactions

(286,885)

Payment from investment advisor for loss on investment not meeting investment restrictions

3,732

Total net realized gain (loss)

 

(16,909,242)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $960,122)

197,434,749

Assets and liabilities in foreign currencies

(69,398)

Total change in net unrealized appreciation (depreciation)

 

197,365,351

Net gain (loss)

180,456,109

Net increase (decrease) in net assets resulting from operations

$ 203,332,277

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,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 22,876,168

$ 19,114,079

Net realized gain (loss)

(16,909,242)

(12,977,539)

Change in net unrealized appreciation (depreciation)

197,365,351

(37,975,541)

Net increase (decrease) in net assets resulting
from operations

203,332,277

(31,839,001)

Distributions to shareholders from net investment income

(16,161,385)

(8,192,680)

Distributions to shareholders from net realized gain

(1,284,494)

(6,124,182)

Total distributions

(17,445,879)

(14,316,862)

Share transactions - net increase (decrease)

103,425,618

801,569,467

Total increase (decrease) in net assets

289,312,016

755,413,604

 

 

 

Net Assets

Beginning of period

1,587,740,349

832,326,745

End of period (including undistributed net investment income of $19,938,812 and undistributed net investment income of $13,229,687, respectively)

$ 1,877,052,365

$ 1,587,740,349

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Series International Small Cap

Years ended October 31,

2012

2011

2010 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 11.22

$ 11.40

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .15

  .17 G

  .06

Net realized and unrealized gain (loss)

  1.19

  (.19)

  1.34

Total from investment operations

  1.34

  (.02)

  1.40

Distributions from net investment income

  (.11)

  (.09)

  -

Distributions from net realized gain

  (.01)

  (.07)

  -

Total distributions

  (.12)

  (.16)

  -

Net asset value, end of period

$ 12.44

$ 11.22

$ 11.40

Total Return B, C

  12.07%

  (.23)%

  14.00%

Ratios to Average Net Assets E, I

 

 

 

Expenses before reductions

  1.22%

  1.14%

  1.21% A

Expenses net of fee waivers, if any

  1.22%

  1.14%

  1.21% A

Expenses net of all reductions

  1.22%

  1.13%

  1.18% A

Net investment income (loss)

  1.27%

  1.47% G

  .68% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 1,040,585

$ 1,107,242

$ 701,814

Portfolio turnover rate F

  25%

  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 large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.00%.

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,

2012

2011

2010 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 11.26

$ 11.43

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .17

  .20 G

  .09

Net realized and unrealized gain (loss)

  1.19

  (.20)

  1.34

Total from investment operations

  1.36

  -

  1.43

Distributions from net investment income

  (.13)

  (.10)

  -

Distributions from net realized gain

  (.01)

  (.07)

  -

Total distributions

  (.14)

  (.17)

  -

Net asset value, end of period

$ 12.48

$ 11.26

$ 11.43

Total Return B, C

  12.25%

  (.03)%

  14.30%

Ratios to Average Net Assets E, I

 

 

 

Expenses before reductions

  1.02%

  .93%

  .98% A

Expenses net of fee waivers, if any

  1.02%

  .93%

  .98% A

Expenses net of all reductions

  1.01%

  .92%

  .94% A

Net investment income (loss)

  1.47%

  1.68% G

  .92% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 836,468

$ 480,498

$ 130,513

Portfolio turnover rate F

  25%

  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 large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.21%.

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, 2012

Past 1
year

Life of
fund
A

  Fidelity Series International Value Fund

9.56%

-1.49%

  Class F

9.77%

-1.27%

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 Value Index performed over the same period.

gsv510631

Annual Report

Fidelity Series International Value Fund


Management's Discussion of Fund Performance

Market Recap: International stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a modest advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind, foreign developed- and emerging-markets stocks still managed a gain for the 12 months, as the MSCI® ACWI® (All Country World Index) ex USA Index rose 4.11%, largely buttressed in the summertime by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, Asia-Pacific ex Japan showed the most impressive gains, advancing roughly 11%. A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes, which also helped the region outpace the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of the MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

Comments from Alex Zavratsky, Portfolio Manager of Fidelity® Series International Value Fund: For the year, the fund's Series International Value and Class F shares rose 9.56% and 9.77%, respectively, easily outpacing the 4.64% gain of the benchmark MSCI® EAFE® Value Index. Investments in two pharmaceuticals firms - France's Sanofi and non-index Roche Holding of Switzerland - were standouts. Within this industry, I focused on companies where product patent cliffs were either behind them or were well understood so they could focus on future growth. Elsewhere, I avoided benchmark components Telefonica - Spain's telecom giant - and France Telecom, as I believed pressure on both companies' cash flow, too much debt, poor business fundamentals and unsustainable dividend yields would hamper each stock. That proved to be the right call. Similarly, I did not invest in Finnish mobile device maker Nokia. Given the strength of competitors Samsung Electronics and Apple, I believed Nokia, with its non-differentiated product, was at a technological and brand disadvantage. Individual detractors included Repsol, a Spain-based integrated oil and gas company that suffered because Argentina moved to nationalize the company's local unit. An untimely investment in Japanese electronics manufacturer Hitachi 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 Value Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

gsv510545

United Kingdom 26.2%

 

gsv510547

Japan 17.1%

 

gsv510549

Germany 10.2%

 

gsv510551

Switzerland 9.8%

 

gsv510637

France 9.8%

 

gsv510555

Australia 8.3%

 

gsv510557

Italy 3.3%

 

gsv510559

Netherlands 2.8%

 

gsv510561

Singapore 2.5%

 

jmcw

Other 10.0%

 

gsv510644

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

As of April 30, 2012

gsv510545

United Kingdom 27.4%

 

gsv510547

Japan 22.4%

 

gsv510549

Germany 10.6%

 

gsv510551

Switzerland 9.6%

 

gsv510553

Australia 7.4%

 

gsv510555

France 7.4%

 

gsv510557

Netherlands 3.4%

 

gsv510559

Italy 2.6%

 

gsv510561

Spain 1.9%

 

jmcw

Other 7.3%

 

gsv510656

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

98.7

98.7

Short-Term Investments and Net Other Assets (Liabilities)

1.3

1.3

Top Ten Stocks as of October 31, 2012

 

% 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)

4.5

5.1

Sanofi SA (France, Pharmaceuticals)

3.5

3.2

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

3.0

3.8

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

3.0

3.4

HSBC Holdings PLC sponsored ADR (United Kingdom, Commercial Banks)

2.6

2.3

Commonwealth Bank of Australia (Australia, Commercial Banks)

2.5

2.3

ENI SpA (Italy, Oil, Gas & Consumable Fuels)

2.5

1.9

Australia & New Zealand Banking Group Ltd. (Australia, Commercial Banks)

2.1

2.4

BHP Billiton PLC (United Kingdom, Metals & Mining)

1.9

0.0

BNP Paribas SA (France, Commercial Banks)

1.9

1.0

 

27.5

Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

32.4

27.0

Health Care

11.8

13.2

Energy

11.0

11.8

Consumer Discretionary

8.6

9.1

Industrials

7.8

7.3

Consumer Staples

7.3

9.0

Telecommunication Services

6.8

7.0

Utilities

6.1

6.9

Materials

5.6

4.7

Information Technology

1.3

2.7

Annual Report

Fidelity Series International Value Fund


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 97.4%

Shares

Value

Australia - 8.3%

Australia & New Zealand Banking Group Ltd.

7,293,685

$ 192,687,288

Commonwealth Bank of Australia

3,831,138

229,666,715

Origin Energy Ltd.

3,051,905

35,988,821

Sydney Airport unit

15,487,629

54,500,804

Telstra Corp. Ltd.

18,640,770

80,109,213

Transurban Group unit

5,897,456

37,220,874

Westfield Group unit

9,011,302

99,715,581

Woolworths Ltd.

1,141,869

34,860,176

TOTAL AUSTRALIA

764,749,472

Bailiwick of Jersey - 0.5%

Wolseley PLC

1,071,651

46,848,818

Belgium - 0.2%

KBC Groupe SA

793,563

18,627,524

Bermuda - 0.4%

Cheung Kong Infrastructure Holdings Ltd.

5,416,000

31,727,073

Canada - 0.5%

Suncor Energy, Inc.

1,378,500

46,265,151

Cayman Islands - 0.4%

ENN Energy Holdings Ltd.

9,740,000

40,530,706

Finland - 0.7%

Sampo OYJ (A Shares)

2,170,167

68,015,002

France - 9.8%

Arkema SA

603,301

55,003,671

Atos Origin SA

841,262

56,493,714

BNP Paribas SA

3,423,475

172,213,054

Compagnie de St. Gobain

1,331,000

46,907,526

GDF Suez

3,179,825

72,971,692

Pernod Ricard SA

443,200

47,696,889

PPR SA

238,375

41,911,748

Sanofi SA

3,706,357

325,519,978

Schneider Electric SA

497,755

31,119,541

Unibail-Rodamco

229,592

51,735,269

TOTAL FRANCE

901,573,082

Germany - 8.9%

Allianz AG

1,276,355

158,254,886

BASF AG

650,626

53,912,738

Bayer AG

1,943,246

169,234,027

Daimler AG (Germany)

1,786,503

83,418,621

Deutsche Post AG

3,223,907

63,912,713

Common Stocks - continued

Shares

Value

Germany - continued

Fresenius SE & Co. KGaA

466,500

$ 53,209,550

HeidelbergCement Finance AG

859,007

45,527,005

RWE AG

1,857,100

84,861,611

Siemens AG

1,099,448

110,779,260

TOTAL GERMANY

823,110,411

Hong Kong - 1.1%

Cheung Kong Holdings Ltd.

6,221,000

91,909,665

Hysan Development Co. Ltd.

2,283,000

10,089,322

TOTAL HONG KONG

101,998,987

Italy - 3.3%

ENI SpA

9,889,600

227,568,867

Fiat Industrial SpA

2,479,371

26,849,935

Saipem SpA

1,082,665

48,638,248

TOTAL ITALY

303,057,050

Japan - 17.1%

Aeon Credit Service Co. Ltd.

2,677,600

56,818,920

Air Water, Inc.

3,746,000

46,924,715

Aozora Bank Ltd.

10,546,000

29,723,788

Astellas Pharma, Inc.

2,188,500

108,698,515

Chubu Electric Power Co., Inc.

2,875,500

29,644,701

Credit Saison Co. Ltd.

1,957,300

42,980,670

Denso Corp.

1,949,400

61,024,058

Hitachi Ltd.

12,847,000

68,073,168

Honda Motor Co. Ltd.

4,007,300

120,472,453

INPEX Corp.

5,343

30,453,025

Itochu Corp.

4,826,600

48,308,322

Japan Retail Fund Investment Corp.

20,776

37,866,817

Japan Tobacco, Inc.

3,292,400

90,981,265

JSR Corp.

2,282,900

39,120,721

Mitsubishi Corp.

3,452,600

61,630,402

Mitsubishi Estate Co. Ltd.

3,707,000

73,322,723

Nippon Telegraph & Telephone Corp.

956,200

43,725,239

ORIX Corp.

511,900

52,581,485

Santen Pharmaceutical Co. Ltd.

1,059,800

46,398,609

Seven & i Holdings Co., Ltd.

4,046,900

124,808,565

Seven Bank Ltd.

15,661,400

44,730,041

Softbank Corp.

1,589,000

50,299,424

Sumitomo Mitsui Financial Group, Inc.

5,227,500

159,736,741

Sumitomo Realty & Development Co. Ltd.

1,571,000

43,373,218

Common Stocks - continued

Shares

Value

Japan - continued

Toyo Suisan Kaisha Ltd.

1,328,000

$ 33,087,711

USS Co. Ltd.

319,610

33,590,478

TOTAL JAPAN

1,578,375,774

Netherlands - 2.8%

ING Groep NV (Certificaten Van Aandelen) (a)

12,174,852

108,333,472

Koninklijke Philips Electronics NV

2,943,670

73,727,345

Unilever NV (Certificaten Van Aandelen) (Bearer)

2,180,569

80,146,023

TOTAL NETHERLANDS

262,206,840

Norway - 1.1%

Orkla ASA (A Shares)

4,111,100

32,520,760

Telenor ASA

3,656,889

71,902,418

TOTAL NORWAY

104,423,178

Singapore - 2.5%

Ascendas Real Estate Investment Trust

24,648,000

47,687,555

ComfortDelgro Corp. Ltd.

21,310,000

29,524,430

Singapore Telecommunications Ltd.

21,261,000

56,124,299

United Overseas Bank Ltd.

6,249,491

93,604,034

TOTAL SINGAPORE

226,940,318

Spain - 2.1%

Banco Bilbao Vizcaya Argentaria SA sponsored ADR

15,532,578

128,920,397

Repsol YPF SA

3,401,101

67,976,558

TOTAL SPAIN

196,896,955

Sweden - 1.0%

Svenska Handelsbanken AB (A Shares)

2,608,400

89,346,814

Switzerland - 9.8%

Nestle SA

2,647,492

168,008,995

Roche Holding AG (participation certificate)

1,454,320

279,682,929

Swisscom AG

131,877

54,787,084

Syngenta AG (Switzerland)

249,020

97,090,292

UBS AG (NY Shares)

11,232,358

168,710,017

Zurich Financial Services AG

542,466

133,679,745

TOTAL SWITZERLAND

901,959,062

United Kingdom - 26.2%

Barclays PLC

32,741,760

121,070,351

BHP Billiton PLC

5,386,046

172,629,540

BP PLC sponsored ADR

3,404,170

146,004,851

Common Stocks - continued

Shares

Value

United Kingdom - continued

British American Tobacco PLC (United Kingdom)

1,369,700

$ 67,936,585

British Land Co. PLC

6,865,800

58,556,134

Bunzl PLC

3,479,218

57,549,528

Centrica PLC

16,000,322

83,684,304

Compass Group PLC

7,513,600

82,450,490

GlaxoSmithKline PLC sponsored ADR

2,361,700

106,040,330

HSBC Holdings PLC sponsored ADR (d)

4,894,089

241,572,233

Imperial Tobacco Group PLC

1,021,195

38,562,110

Kingfisher PLC

9,320,271

43,542,500

Legal & General Group PLC

36,962,626

79,928,907

National Grid PLC

11,161,500

127,291,992

Next PLC

746,600

42,964,086

Prudential PLC

5,441,810

74,735,658

Reed Elsevier PLC

8,567,692

83,786,245

Royal Dutch Shell PLC Class A sponsored ADR

6,108,538

418,312,684

Scottish & Southern Energy PLC

4,068,302

95,064,420

Vodafone Group PLC sponsored ADR

10,222,372

278,252,966

TOTAL UNITED KINGDOM

2,419,935,914

United States of America - 0.7%

Virgin Media, Inc.

1,807,000

59,370,702

TOTAL COMMON STOCKS

(Cost $8,363,232,093)


8,985,958,833

Nonconvertible Preferred Stocks - 1.3%

 

 

 

 

Germany - 1.3%

ProSiebenSat.1 Media AG

1,655,920

46,145,895

Volkswagen AG

354,850

73,406,237

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $101,607,806)


119,552,132

Money Market Funds - 1.4%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)

81,990,587

$ 81,990,587

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

42,529,030

42,529,030

TOTAL MONEY MARKET FUNDS

(Cost $124,519,617)


124,519,617

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $8,589,359,516)

9,230,030,582

NET OTHER ASSETS (LIABILITIES) - (0.1)%

(7,762,819)

NET ASSETS - 100%

$ 9,222,267,763

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

$ 106,177

Fidelity Securities Lending Cash Central Fund

11,387,633

Total

$ 11,493,810

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 772,083,513

$ 651,611,060

$ 120,472,453

$ -

Consumer Staples

686,088,319

538,005,711

148,082,608

-

Energy

1,021,208,205

793,639,338

227,568,867

-

Financials

2,980,194,026

2,516,317,804

463,876,222

-

Health Care

1,088,783,938

763,263,960

325,519,978

-

Industrials

721,400,258

536,893,653

184,506,605

-

Information Technology

124,566,882

124,566,882

-

-

Materials

510,208,682

240,488,850

269,719,832

-

Telecommunication Services

635,200,643

591,475,404

43,725,239

-

Utilities

565,776,499

438,484,507

127,291,992

-

Money Market Funds

124,519,617

124,519,617

-

-

Total Investments in Securities:

$ 9,230,030,582

$ 7,319,266,786

$ 1,910,763,796

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2012. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 1,185,553,800

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, 2012

 

 

 

Assets

Investment in securities, at value (including securities loaned of $41,568,968) - See accompanying schedule:

Unaffiliated issuers (cost $8,464,839,899)

$ 9,105,510,965

 

Fidelity Central Funds (cost $124,519,617)

124,519,617

 

Total Investments (cost $8,589,359,516)

 

$ 9,230,030,582

Receivable for investments sold

31,154,520

Receivable for fund shares sold

5,166,389

Dividends receivable

31,649,843

Distributions receivable from Fidelity Central Funds

73,278

Other receivables

464,602

Total assets

9,298,539,214

 

 

 

Liabilities

Payable to custodian bank

$ 5,651

Payable for investments purchased

21,132,415

Payable for fund shares redeemed

6,107,362

Accrued management fee

5,264,039

Other affiliated payables

974,590

Other payables and accrued expenses

258,364

Collateral on securities loaned, at value

42,529,030

Total liabilities

76,271,451

 

 

 

Net Assets

$ 9,222,267,763

Net Assets consist of:

 

Paid in capital

$ 9,225,875,275

Undistributed net investment income

242,455,171

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(886,167,575)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

640,104,892

Net Assets

$ 9,222,267,763

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, 2012

 

 

 

Series International Value:
Net Asset Value
, offering price and redemption price per share ($5,107,633,099 ÷ 557,663,099 shares)

$ 9.16

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($4,114,634,664 ÷ 447,841,060 shares)

$ 9.19

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

  

Year ended October 31, 2012

 

  

  

Investment Income

  

  

Dividends

 

$ 351,999,701

Interest

 

10,234

Income from Fidelity Central Funds

 

11,493,810

Income before foreign taxes withheld

 

363,503,745

Less foreign taxes withheld

 

(26,642,524)

Total income

 

336,861,221

 

 

 

Expenses

Management fee
Basic fee

$ 56,397,277

Performance adjustment

(3,270,328)

Transfer agent fees

9,750,910

Accounting and security lending fees

1,732,281

Custodian fees and expenses

748,213

Independent trustees' compensation

50,958

Audit

74,019

Legal

30,624

Interest

737

Miscellaneous

74,884

Total expenses before reductions

65,589,575

Expense reductions

(2,430,730)

63,158,845

Net investment income (loss)

273,702,376

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

90,035,881

Foreign currency transactions

(1,752,342)

Total net realized gain (loss)

 

88,283,539

Change in net unrealized appreciation (depreciation) on:

Investment securities

445,557,567

Assets and liabilities in foreign currencies

(424,386)

Total change in net unrealized appreciation (depreciation)

 

445,133,181

Net gain (loss)

533,416,720

Net increase (decrease) in net assets resulting from operations

$ 807,119,096

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,
2012

Year ended
October 31,
2011

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 273,702,376

$ 184,261,271

Net realized gain (loss)

88,283,539

(943,882,298)

Change in net unrealized appreciation (depreciation)

445,133,181

(137,967,980)

Net increase (decrease) in net assets resulting
from operations

807,119,096

(897,589,007)

Distributions to shareholders from net investment income

(180,442,293)

(69,464,545)

Distributions to shareholders from net realized gain

-

(19,166,449)

Total distributions

(180,442,293)

(88,630,994)

Share transactions - net increase (decrease)

2,136,137,238

2,850,091,917

Total increase (decrease) in net assets

2,762,814,041

1,863,871,916

 

 

 

Net Assets

Beginning of period

6,459,453,722

4,595,581,806

End of period (including undistributed net investment income of $242,455,171 and undistributed net investment income of $149,195,087, respectively)

$ 9,222,267,763

$ 6,459,453,722

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Series International Value

Years ended October 31,

2012

2011

2010 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 8.59

$ 9.91

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .29

  .30

  .18

Net realized and unrealized gain (loss)

  .50

  (1.45)

  (.27) G

Total from investment operations

  .79

  (1.15)

  (.09)

Distributions from net investment income

  (.22)

  (.13)

  -

Distributions from net realized gain

  -

  (.04)

  -

Total distributions

  (.22)

  (.17)

  -

Net asset value, end of period

$ 9.16

$ 8.59

$ 9.91

Total Return B, C

  9.56%

  (11.84)%

  (.90)%

Ratios to Average Net Assets E, I

 

 

 

Expenses before reductions

  .90%

  .95%

  1.01% A

Expenses net of fee waivers, if any

  .90%

  .95%

  1.01% A

Expenses net of all reductions

  .87%

  .93%

  .99% A

Net investment income (loss)

  3.35%

  3.05%

  2.24% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 5,107,633

$ 4,503,487

$ 3,865,058

Portfolio turnover rate F

  63%

  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,

2012

2011

2010 H

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 8.62

$ 9.93

$ 10.00

Income from Investment Operations

 

 

 

Net investment income (loss) D

  .30

  .31

  .20

Net realized and unrealized gain (loss)

  .51

  (1.44)

  (.27) G

Total from investment operations

  .81

  (1.13)

  (.07)

Distributions from net investment income

  (.24)

  (.14)

  -

Distributions from net realized gain

  -

  (.04)

  -

Total distributions

  (.24)

  (.18)

  -

Net asset value, end of period

$ 9.19

$ 8.62

$ 9.93

Total Return B, C

  9.77%

  (11.61)%

  (.70)%

Ratios to Average Net Assets E, I

 

 

 

Expenses before reductions

  .70%

  .74%

  .78% A

Expenses net of fee waivers, if any

  .70%

  .74%

  .78% A

Expenses net of all reductions

  .67%

  .72%

  .75% A

Net investment income (loss)

  3.55%

  3.26%

  2.47% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 4,114,635

$ 1,955,967

$ 730,524

Portfolio turnover rate F

  63%

  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, 2012

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, each Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Funds' Reports of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Funds:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), each Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by each Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees each Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

Each Fund categorizes the inputs to valuation techniques used to value their investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value each Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

(ADRs), futures contracts, Exchange-Traded Funds (ETFs)and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, including information on transfers between Levels 1 and 2, is included at the end of each applicable Fund's Schedule of Investments.

Foreign Currency Translation. The Funds may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Funds' investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Funds are informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Funds estimate the components of distributions received that may be considered return

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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, each Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, each Fund did not have any unrecognized tax benefits in the financial statements; nor is each Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. Each Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on each Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. Fidelity Series Emerging Markets Fund and Fidelity Series International Small Cap Fund are subject to a tax imposed on capital gains by certain countries in which they invest. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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), 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 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

$ 5,388,970,193

$ 791,214,882

$ (390,255,392)

$ 400,959,490

Fidelity Series International Growth Fund

7,938,378,488

1,518,714,379

(246,336,094)

1,272,378,285

Fidelity Series International Small Cap Fund

1,677,569,934

327,019,745

(77,937,847)

249,081,898

Fidelity Series International Value Fund

8,697,347,497

879,524,951

(346,841,866)

532,683,085

The tax-based components of distributable earnings as of period end were as follows for each Fund:

 

Undistributed
ordinary income

Capital loss
carryforward

Net unrealized
appreciation
(depreciation)

Fidelity Series Emerging Markets Fund

$ 76,006,739

$ (290,504,181)

$ 400,512,223

Fidelity Series International Growth Fund

115,582,243

(325,309,483)

1,271,937,216

Fidelity Series International Small Cap Fund

21,040,992

(26,964,812)

248,985,043

Fidelity Series International Value Fund

297,037,400

(832,761,824)

532,116,911

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital loss carryforwards are only available to offset future capital gains of the Funds to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

 

Fiscal year of expiration

 

 

2018

2019

Total with
expiration

 

 

 

 

Fidelity Series International Growth Fund

$ (27,059,158)

$ (128,916,542)

$ (155,975,700)

Fidelity Series International Small Cap Fund

-

(9,932,450)

(9,932,450)

Fidelity Series International Value Fund

-

(832,761,824)

(832,761,824)

 

No expiration

 

 

 

Short-term

Long-term

Total no
expiration

Total capital loss
carryfoward

Fidelity Series Emerging Markets Fund

$ (258,307,406)

$ (32,196,775)

$ (290,504,181)

$ (290,504,181)

Fidelity Series International Growth Fund

(140,624,568)

(28,709,215)

(169,333,783)

(325,309,483)

Fidelity Series International Small Cap Fund

(17,032,362)

-

(17,032,362)

(26,964,812)

Fidelity Series International Value Fund

-

-

-

(832,761,824)

The tax character of distributions paid was as follows:

October 31, 2012

 

 

 

 

Ordinary Income

Long-term
Capital Gains

Total

Fidelity Series Emerging Markets Fund

$ 37,299,957

$ 152,630,224

$ 189,930,181

Fidelity Series International Growth Fund

91,195,077

-

91,195,077

Fidelity Series International Small Cap Fund

17,445,879

-

17,445,879

Fidelity Series International Value Fund

180,442,293

-

180,442,293

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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 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.

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Funds' financial statement disclosures.

4. 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

4,754,785,458

4,114,929,797

Fidelity Series International Growth Fund

3,370,284,668

2,157,268,925

Fidelity Series International Small Cap Fund

502,307,426

402,674,614

Fidelity Series International Value Fund

7,153,218,030

4,951,132,011

Fidelity Series International Small Cap Fund realized a loss on the sale of an investment not meeting the investment restrictions of the Fund. The loss was fully reimbursed by the Fund's investment advisor.

Annual Report

Notes to Financial Statements - continued

5. 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 an annualized 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 retail class 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%

.82%

Fidelity Series International Small Cap Fund

.60%

.26%

.95%

Fidelity Series International Value Fund

.45%

.26%

.67%

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

$ 6,529,370

.20

Fidelity Series International Growth Fund

 

 

Series International Growth

$ 10,136,552

.20

Fidelity Series International Small Cap Fund

 

 

Series International Small Cap

$ 2,088,327

.20

Fidelity Series International Value Fund

 

 

Series International Value

$ 9,750,910

.20

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 each Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. 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

$ 16,317

Fidelity Series International Growth Fund

10,110

Fidelity Series International Small Cap Fund

1,126

Fidelity Series International Value Fund

2,999

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 Loan
Balance

Weighted
Average
Interest Rate

Interest Expense

Fidelity Series International Value Fund

Borrower

$ 10,489,429

.36%

$ 737

6. Committed Line of Credit.

Certain Funds participate with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The participating funds have agreed to pay commitment fees on their pro-rata portion of the line of credit, which are reflected in Miscellaneous expenses on the Statement of Operations, and are as follows:

Fidelity Series Emerging Markets Fund

$ 14,216

Fidelity Series International Growth Fund

22,054

Fidelity Series International Small Cap Fund

4,579

Fidelity Series International Value Fund

21,030

During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

7. 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 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented 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

$ 432,747

$ 274

Fidelity Series International Growth Fund

$ 3,513,538

$ 580

Fidelity Series International Small Cap Fund

$ 646,132

$ -

Fidelity Series International Value Fund

$ 11,387,633

$ 454

Annual Report

8. 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

$ 1,691,243

$ 129

Fidelity Series International Growth Fund

686,282

80

Fidelity Series International Small Cap Fund

111,705

4

Fidelity Series International Value Fund

2,430,587

143

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2012

2011

Fidelity Series Emerging Markets Fund

 

 

From net investment income

 

 

Series Emerging Markets

$ 19,056,860

$ 12,963,515

Class F

12,443,149

3,863,477

Total

$ 31,500,009

$ 16,826,992

From net realized gain

 

 

Series Emerging Markets

$ 106,349,572

$ 89,686,359

Class F

52,080,600

20,149,520

Total

$ 158,430,172

$ 109,835,879

Fidelity Series International Growth Fund

 

 

From net investment income

 

 

Series International Growth

$ 54,043,921

$ 20,001,889

Class F

32,249,072

5,267,744

Total

$ 86,292,993

$ 25,269,633

From net realized gain

 

 

Series International Growth

$ 3,289,630

$ 3,829,643

Class F

1,612,454

860,344

Total

$ 4,902,084

$ 4,689,987

Fidelity Series International Small Cap Fund

 

 

From net investment income

 

 

Series International Small Cap

$ 10,151,789

$ 6,519,818

Class F

6,009,596

1,672,862

Total

$ 16,161,385

$ 8,192,680

Annual Report

Notes to Financial Statements - continued

9. Distributions to Shareholders - continued

Years ended October 31,

2012

2011

From net realized gain

 

 

Series International Small Cap

$ 861,944

$ 5,000,638

Class F

422,550

1,123,544

Total

$ 1,284,494

$ 6,124,182

Fidelity Series International Value Fund

 

 

From net investment income

 

 

Series International Value

$ 118,015,488

$ 55,879,024

Class F

62,426,805

13,585,521

Total

$ 180,442,293

$ 69,464,545

From net realized gain

 

 

Series International Value

$ -

$ 15,652,284

Class F

-

3,514,165

Total

$ -

$ 19,166,449

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Fidelity Series Emerging
Markets Fund

 

 

 

 

Series Emerging Markets

 

 

 

Shares sold

31,451,952

110,983,487

$ 484,451,657

$ 1,927,221,177

Reinvestment of distributions

8,531,050

5,501,065

125,406,431

102,649,874

Shares redeemed

(54,815,665)

(34,406,501)

(853,291,218)

(605,551,460)

Net increase (decrease)

(14,832,663)

82,078,051

$ (243,433,130)

$ 1,424,319,591

Class F

 

 

 

 

Shares sold

67,812,678

70,265,019

$ 1,052,327,163

$ 1,219,851,930

Reinvestment of distributions

4,383,407

1,285,492

64,523,749

24,012,997

Shares redeemed

(5,795,660)

(4,258,591)

(91,577,596)

(71,872,048)

Net increase (decrease)

66,400,425

67,291,920

$ 1,025,273,316

$ 1,171,992,879

Fidelity Series International
Growth Fund

 

 

 

 

Series International Growth

 

 

 

 

Shares sold

74,889,920

199,240,913

$ 802,763,519

$ 2,197,620,267

Reinvestment of distributions

5,615,431

2,139,059

57,333,551

23,831,532

Shares redeemed

(118,422,240)

(89,024,200)

(1,274,656,413)

(974,623,034)

Net increase (decrease)

(37,916,889)

112,355,772

$ (414,559,343)

$ 1,246,828,765

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2012

2011

2012

2011

Class F

 

 

 

 

Shares sold

152,782,939

146,529,108

$ 1,648,033,706

$ 1,611,081,104

Reinvestment of distributions

3,310,022

549,703

33,861,526

6,128,088

Shares redeemed

(10,402,417)

(10,293,869)

(113,389,155)

(110,003,185)

Net increase (decrease)

145,690,544

136,784,942

$ 1,568,506,077

$ 1,507,206,007

Fidelity Series International
Small Cap Fund

 

 

 

 

Series International Small Cap

 

 

 

 

Shares sold

10,958,013

53,908,450

$ 125,024,787

$ 631,399,700

Reinvestment of distributions

1,029,321

981,018

11,013,733

11,520,456

Shares redeemed

(26,995,589)

(17,761,732)

(307,921,860)

(206,339,970)

Net increase (decrease)

(15,008,255)

37,127,736

$ (171,883,340)

$ 436,580,186

Class F

 

 

 

 

Shares sold

28,473,754

33,128,289

$ 323,989,745

$ 386,033,238

Reinvestment of distributions

600,014

238,000

6,432,146

2,796,406

Shares redeemed

(4,713,797)

(2,098,084)

(55,112,933)

(23,840,363)

Net increase (decrease)

24,359,971

31,268,205

$ 275,308,958

$ 364,989,281

Fidelity Series International
Value Fund

 

 

 

 

Series International Value

 

 

 

 

Shares sold

161,153,053

234,577,356

$ 1,352,278,473

$ 2,316,609,509

Reinvestment of distributions

14,462,682

7,268,202

118,015,488

71,531,308

Shares redeemed

(141,961,766)

(107,758,811)

(1,195,927,164)

(1,035,580,685)

Net increase (decrease)

33,653,969

134,086,747

$ 274,366,797

$ 1,352,560,132

Class F

 

 

 

 

Shares sold

225,653,958

165,152,487

$ 1,901,915,436

$ 1,606,189,266

Reinvestment of distributions

7,640,980

1,734,189

62,426,805

17,099,686

Shares redeemed

(12,312,893)

(13,565,563)

(102,571,800)

(125,757,167)

Net increase (decrease)

220,982,045

153,321,113

$ 1,861,770,441

$ 1,497,531,785

Annual Report

Notes to Financial Statements - continued

11. 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 the 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), including the schedules of investments, as of October 31, 2012, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, 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, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Series Emerging Markets Fund, Fidelity Series International Small Cap Fund and Fidelity Series International Value Fund as of October 31, 2012, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the 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 18, 2012

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, 2012, 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 18, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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' Statements of Additional Information (SAIs) 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of each fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

Fund

Pay Date

Record Date

Dividends

Capital Gains

Series Emerging Markets Fund

12/10/12

12/07/12

$0.222

$0.009

Class F

12/10/12

12/07/12

$0.255

$0.009

Series International Growth Fund

12/10/12

12/07/12

$0.187

$0.000

Class F

12/10/12

12/07/12

$0.210

$0.000

Series International Small Cap Fund

12/10/12

12/07/12

$0.124

$0.010

Class F

12/10/12

12/07/12

$0.152

$0.010

Series International Value Fund

12/10/12

12/07/12

$0.256

$0.057

Class F

12/10/12

12/07/12

$0.274

$0.057

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 9, 2011

Series Emerging Markets Fund

0%

Class F

0%

Series International Growth Fund

9%

Class F

7%

Series International Small Cap Fund

5%

Class F

4%

Series International Value Fund

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 9, 2011

Series Emerging Markets Fund

100%

Class F

100%

Series International Growth Fund

100%

Class F

100%

Series International Small Cap Fund

97%

Class F

82%

Series International Value Fund

73%

Class F

67%

Annual Report

Distributions - continued

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:

Fund

Pay Date

Income

Taxes

Series Emerging Markets Fund

12/12/11

$0.132

$0.0203

Class F

12/12/11

$0.163

$0.0203

Series International Growth Fund

12/12/11

$0.072

$0.0071

Class F

12/12/11

$0.085

$0.0071

Series International Small Cap Fund

12/12/11

$0.088

$0.0080

Class F

12/12/11

$0.104

$0.0080

Series International Value Fund

12/12/11

$0.185

$0.0089

Class F

12/12/11

$0.199

$0.0089

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Series 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of each fund's Advisory Contracts, including the services and support provided to each fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew each fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to each fund and its shareholders (including the investment performance of each fund); (ii) the competitiveness of each fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with each fund; (iv) the extent to which economies of scale exist and would be realized as each fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for each fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of each fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the funds' investment personnel, and also considered the funds' investment objectives, strategies, and related investment philosophies. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of each fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for each fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, each fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

Annual Report

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance (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 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, 2011, 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 box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom 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 Series Emerging Markets Fund

gsv510658

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 longer performance record) was in the third quartile for all the periods shown. The Board also noted that the investment performance of the retail class of the fund was lower than its benchmark for all the periods 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 discussed with FMR actions to improve the fund's disappointing performance relative to its peer group and benchmark. The Board noted that there was a portfolio management change for the fund in May 2012. 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

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 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, 2011, 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 (top of box) and the 75th percentile return (bottom 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

gsv510660

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.

Annual Report

Fidelity Series International Small Cap Fund

gsv510662

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Series International Value Fund

gsv510664

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 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 noted that there was a portfolio management change for the fund in September 2011. 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 (except Series Emerging Markets Fund) 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.

Annual Report

Competitiveness of Management Fee and Total Expense Ratio. The Board considered each fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 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

gsv510666

Fidelity Series International Growth Fund

gsv510668

Annual Report

Fidelity Series International Small Cap Fund

gsv510670

Fidelity Series International Value Fund

gsv510672

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 2011. The Board also noted the effect of each of Fidelity Series International Growth Fund's and Fidelity Series International Small Cap Fund's positive performance adjustment and Fidelity Series International Value Fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for 2011 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 2011.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of each fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing each fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for each fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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.

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

Smithfield, RI

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

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

GSV-S-ANN-1212
1.907943.102

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Emerging Markets Discovery

Fund - Institutional Class

Annual Report

October 31, 2012

(Fidelity Cover Art)

Institutional Class is
a class of Fidelity®
Emerging Markets
Discovery Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 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. © 2012 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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 take Fidelity Advisor® Emerging Markets Discovery Fund - Institutional Class' cumulative total return and show you what would have happened if Institutional Class shares had performed at a constant rate each year. These numbers will be reported once the fund is a year old.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Emerging Markets Discovery Fund - Institutional Class on November 1, 2011, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® Emerging Markets SMID Cap Index performed over the same period.

mdi59992

Annual Report


Management's Discussion of Fund Performance

Market Recap: Emerging-markets stocks gained 2.98% for the year ending October 31, 2012, as measured by the MSCI® Emerging Markets Index. After some early choppiness, the index rallied strongly in the first two months of 2012 but retreated from March through May amid renewed concerns about Europe's sovereign debt crisis and continued economic sluggishness in key countries such as China and Brazil. A general uptrend in the final five months of the period lifted the index into positive territory for the full year, despite the head wind of a generally stronger U.S. dollar. Major benchmark component Brazil was a drag on performance, falling roughly 13%. The nation's inflation rate crept higher while economic growth ebbed, creating an unfavorable backdrop for stocks here. India's market retreated about 5%, while Russia gave up 4%. Conversely, Hong Kong advanced approximately 17%, aided by rebounding shares of property developers, while South Africa added 7%, China rose roughly 5% and South Korea and Taiwan gained about 4% and 1%, respectively. Sentiment about Chinese stocks improved following the government's September approval of massive outlays for infrastructure projects, in hopes of halting that nation's economic slowdown. However, China's ongoing transition to new Communist Party leadership created uncertainty that kept some investors on the sidelines.

Comments from Ashish Swarup, Portfolio Manager of Fidelity Advisor® Emerging Markets Discovery Fund: From its inception on November 1, 2011, through October 31, 2012, the fund's Institutional Class shares rose 19.35%, easily outpacing the 5.96% gain of the MSCI® Emerging Markets SMID Cap Index. My focus on high-quality, steady growers worked well during this volatile period, including a stake in Uni-President Enterprises, Taiwan's largest food and beverage producer with a stake in local convenience stores. The fund benefited from its large out-of-benchmark position in the stock, which rose steadily for much of the period. South Korea's Yuhan was a standout value play. By spring 2012, shares of the health care products manufacturer were trading at an extremely cheap valuation. Establishing a position in May turned out to be the right call, as investors began to believe in the strength of the company's franchise and drove up the stock through period end, leaving Yuhan as the fund's top contributor. Among major detractors was Lianhua Supermarket Holdings. The Chinese grocery chain faced a difficult macroeconomic environment in that country, as well as government-imposed restrictions on coupons and gift cards, which hurt the chain's profits and its stock price. Exposure to India through two exchange-traded funds (since sold) 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 Emerging Markets Discovery 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012
to October 31, 2012

Class A

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,072.10

$ 8.85

HypotheticalA

 

$ 1,000.00

$ 1,016.59

$ 8.62

Class T

1.95%

 

 

 

Actual

 

$ 1,000.00

$ 1,071.30

$ 10.15

HypotheticalA

 

$ 1,000.00

$ 1,015.33

$ 9.88

Class C

2.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,068.70

$ 12.74

HypotheticalA

 

$ 1,000.00

$ 1,012.82

$ 12.40

Emerging Markets Discovery

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,073.90

$ 7.56

HypotheticalA

 

$ 1,000.00

$ 1,017.85

$ 7.35

Institutional Class

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,073.90

$ 7.56

HypotheticalA

 

$ 1,000.00

$ 1,017.85

$ 7.35

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 184/366 (to reflect the one-half year period).

Annual Report

Fidelity Emerging Markets Discovery Fund


Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Unified-President Enterprises Corp. (Taiwan, Food Products)

1.4

2.1

LG Corp. (Korea (South), Industrial Conglomerates)

1.4

0.8

BS Financial Group, Inc. (Korea (South), Commercial Banks)

1.3

0.9

China Insurance International Holdings Co. Ltd. (Hong Kong, Insurance)

1.2

0.6

Samson Holding Ltd. (Cayman Islands, Household Durables)

1.2

0.9

 

6.5

Top Five Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.2

18.1

Consumer Staples

17.3

16.5

Industrials

14.5

14.0

Consumer Discretionary

12.7

11.1

Information Technology

11.3

10.2

Top Five Countries as of October 31, 2012

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Taiwan

14.1

13.5

Korea (South)

12.8

13.1

India

9.2

0.9

South Africa

8.9

8.5

Cayman Islands

8.3

7.6

Percentages are adjusted for the effect of open futures contracts, if applicable.

Asset Allocation (% of fund's net assets)

As of October 31, 2012

As of April 30, 2012

mdi59994

Stocks and
Investment
Companies 97.2%

 

mdi59994

Stocks and
Investment
Companies 96.0%

 

jmcw

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.8%

 

jmcw

Short-Term
Investments and
Net Other Assets
(Liabilities) 4.0%

 

mdi60000

Annual Report

Fidelity Emerging Markets Discovery Fund


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 96.5%

Shares

Value

Bailiwick of Jersey - 0.9%

Atrium European Real Estate Ltd.

73,315

$ 414,414

Bermuda - 6.4%

ARA Asset Management Ltd. (c)

282,000

366,429

GP Investments Ltd. (depositary receipt) (a)

144,317

333,250

Pacific Basin Shipping Ltd.

848,000

454,087

Texwinca Holdings Ltd.

452,000

359,848

Trinity Ltd.

456,000

319,492

Vtech Holdings Ltd.

30,500

362,259

Wilson Sons Ltd. unit

25,655

356,205

Yue Yuen Industrial (Holdings) Ltd.

112,500

388,304

TOTAL BERMUDA

2,939,874

Brazil - 3.0%

Duratex SA

53,339

371,079

LPS Brasil Consultoria de Imoveis SA

16,628

285,723

Oi SA

61,940

292,765

Porto Seguro SA

39,080

415,612

TOTAL BRAZIL

1,365,179

Cayman Islands - 8.3%

ASM Pacific Technology Ltd.

30,400

338,909

Boer Power Holdings Ltd.

1,149,000

415,120

Haitian International Holdings Ltd.

235,000

290,185

Kingboard Chemical Holdings Ltd.

117,500

349,465

Lee & Man Paper Manufacturing Ltd.

781,000

410,148

O-Net Communications Group Ltd.

1,397,000

369,527

Samson Holding Ltd.

3,736,000

535,088

Value Partners Group Ltd.

725,000

395,707

Yingde Gases Group Co. Ltd.

406,000

385,043

Yip's Chemical Holdings Ltd.

450,105

303,746

TOTAL CAYMAN ISLANDS

3,792,938

Chile - 5.1%

Compania Cervecerias Unidas SA sponsored ADR

6,256

443,738

Embotelladora Andina SA sponsored ADR

10,053

380,808

Isapre CruzBlanca SA

377,800

494,520

Parque Arauco SA

188,928

431,533

Quinenco SA

123,729

352,299

Sociedad Matriz SAAM SA

2,030,814

237,417

TOTAL CHILE

2,340,315

Common Stocks - continued

Shares

Value

China - 4.1%

China BlueChemical Ltd. (H Shares)

726,000

$ 459,953

China Oilfield Services Ltd. (H Shares)

178,000

337,624

China Shipping Development Co. Ltd. (H Shares)

776,000

407,523

Dongfeng Motor Group Co. Ltd. (H Shares)

286,000

354,269

Lianhua Supermarket Holdings Ltd. (H Shares)

416,000

336,018

TOTAL CHINA

1,895,387

Colombia - 0.7%

Bolsa de Valores de Colombia

17,742,190

311,884

Hong Kong - 4.2%

China Insurance International Holdings Co. Ltd. (a)

329,400

564,439

China Resources Power Holdings Co. Ltd.

172,000

368,411

Dah Chong Hong Holdings Ltd.

364,000

343,332

Television Broadcasts Ltd.

45,000

335,320

Vitasoy International Holdings Ltd.

346,000

328,586

TOTAL HONG KONG

1,940,088

India - 9.2%

Britannia Industries Ltd. (a)

39,964

359,234

Container Corp. of India Ltd.

18,029

336,437

DB Corp. Ltd.

72,284

281,519

Max India Ltd. (a)

82,604

371,683

Oberoi Realty Ltd. (a)

74,721

379,195

Pidilite Industries Ltd. (a)

92,320

329,953

Piramal Enterprises Ltd.

39,631

365,779

Punjab National Bank

28,154

399,512

Redington India Ltd.

205,537

309,614

Satyam Computer Services Ltd. (a)

232,067

470,992

Smithkline Beecham Consumer Healthcare Ltd.

4,666

263,370

Trent Ltd.

17,012

351,954

TOTAL INDIA

4,219,242

Indonesia - 2.2%

PT Astra Graphia Tbk

2,285,500

333,127

PT Kalbe Farma Tbk

3,550,500

358,560

PT Ramayana Lestari Sentosa Tbk

2,877,000

332,479

TOTAL INDONESIA

1,024,166

Kenya - 0.8%

Safaricom Ltd.

6,662,734

344,287

Korea (South) - 12.8%

AMOREPACIFIC Corp.

338

384,401

Common Stocks - continued

Shares

Value

Korea (South) - continued

BS Financial Group, Inc.

52,000

$ 589,001

DuzonBizon Co. Ltd. (a)

28,320

285,714

E-Mart Co. Ltd.

1,665

361,153

Green Cross Holdings Corp.

30,650

477,887

Kiwoom Securities Co. Ltd.

6,127

310,194

LG Corp.

10,280

627,933

LG Fashion Corp.

12,330

343,782

LG Household & Health Care Ltd.

841

494,425

Nong Shim Co. Ltd.

1,612

381,444

S1 Corp.

6,266

378,148

Samsung Fire & Marine Insurance Co. Ltd.

1,804

394,613

Shinsegae Co. Ltd.

1,944

347,678

Yuhan Corp.

2,705

467,654

TOTAL KOREA (SOUTH)

5,844,027

Malaysia - 1.4%

AEON Co. (M) Bhd

96,100

393,739

Top Glove Corp. Bhd

147,900

259,772

TOTAL MALAYSIA

653,511

Mexico - 2.6%

Bolsa Mexicana de Valores SA de CV

184,322

408,087

Grupo Herdez SAB de CV

154,817

419,380

Urbi, Desarrollos Urbanos, SA de CV (a)

556,186

347,032

TOTAL MEXICO

1,174,499

Nigeria - 0.8%

Nestle Foods Nigeria PLC

81,461

350,097

Philippines - 1.9%

BDO Unibank, Inc.

297,477

463,225

Manila Water Co., Inc.

595,400

420,112

TOTAL PHILIPPINES

883,337

Poland - 0.9%

Warsaw Stock Exchange

36,105

424,080

Singapore - 3.8%

Ascendas India Trust

494,000

307,788

Bumitama Agri Ltd.

435,000

358,399

Ezra Holdings Ltd.

359,000

328,156

Global Logistic Properties Ltd.

200,024

421,431

Super Group Ltd. Singapore

156,000

312,051

TOTAL SINGAPORE

1,727,825

Common Stocks - continued

Shares

Value

South Africa - 8.9%

Advtech Ltd.

501,940

$ 329,392

African Oxygen Ltd.

133,230

301,166

AngloGold Ashanti Ltd.

11,381

384,511

Astral Foods Ltd.

10,979

121,178

Bidvest Group Ltd.

14,700

350,858

Coronation Fund Managers Ltd.

86,000

331,774

JSE Ltd.

41,855

339,497

Nampak Ltd.

123,802

412,642

Reunert Ltd.

49,133

432,814

SA Corporate Real Estate Fund

883,400

359,650

Tiger Brands Ltd.

12,825

407,648

Zeder Investments Ltd.

899,061

300,701

TOTAL SOUTH AFRICA

4,071,831

Sri Lanka - 0.9%

John Keells Holdings Ltd.

253,895

399,994

Taiwan - 14.1%

Chroma ATE, Inc.

155,000

295,036

Cleanaway Co. Ltd.

50,000

347,484

CTCI Corp.

135,000

268,521

Delta Electronics, Inc.

100,000

341,664

E Sun Financial Holdings Co. Ltd.

680,050

341,073

Formosa Optical Technology Co. Ltd.

167,000

428,791

Insyde Software Corp.

82,000

241,986

MJC Probe, Inc.

130,000

191,373

Motech Industries, Inc. (a)

237,000

182,557

Pacific Hospital Supply Co. Ltd.

134,700

392,433

Powertech Technology, Inc.

200,000

310,852

President Chain Store Corp.

71,000

351,232

SIMPLO Technology Co. Ltd.

39,400

194,235

Sinyi Realty, Inc.

273,000

364,498

St. Shine Optical Co. Ltd.

25,000

326,087

Taiwan Hon Chuan Enterprise Co. Ltd.

144,000

306,635

Unified-President Enterprises Corp.

369,890

653,419

Wah Lee Industrial Corp.

250,000

320,096

WPG Holding Co. Ltd.

288,000

348,045

Yungtay Engineering Co. Ltd.

132,000

263,006

TOTAL TAIWAN

6,469,023

Common Stocks - continued

Shares

Value

Turkey - 1.7%

Anadolu Efes Biracilik Ve Malt Sanayii A/S

30,749

$ 461,449

Enka Insaat ve Sanayi A/S

121,800

323,441

TOTAL TURKEY

784,890

United Arab Emirates - 0.9%

First Gulf Bank PJSC

145,141

412,939

United Kingdom - 0.9%

PZ Cussons PLC Class L

78,416

428,351

TOTAL COMMON STOCKS

(Cost $41,546,037)


44,212,178

Investment Companies - 0.7%

 

 

 

 

Thailand - 0.7%

CPN Retail Growth Leasehold Property Fund
(Cost $281,433)

596,600


332,633

Money Market Funds - 2.2%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)
(Cost $986,128)

986,128


986,128

TOTAL INVESTMENT PORTFOLIO - 99.4%

(Cost $42,813,598)

45,530,939

NET OTHER ASSETS (LIABILITIES) - 0.6%

274,943

NET ASSETS - 100%

$ 45,805,882

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Security 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 $366,429 or 0.8% 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

$ 1,474

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 5,792,019

$ 5,792,019

$ -

$ -

Consumer Staples

7,897,082

7,897,082

-

-

Energy

665,780

665,780

-

-

Financials

9,765,548

9,366,036

399,512

-

Health Care

3,142,692

3,142,692

-

-

Industrials

6,613,155

6,613,155

-

-

Information Technology

5,245,451

5,245,451

-

-

Materials

3,664,876

3,280,365

384,511

-

Telecommunication Services

637,052

637,052

-

-

Utilities

788,523

788,523

-

-

Investment Companies

332,633

332,633

-

-

Money Market Funds

986,128

986,128

-

-

Total Investments in Securities:

$ 45,530,939

$ 44,746,916

$ 784,023

$ -

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Emerging Markets Discovery Fund


Financial Statements

Statement of Assets and Liabilities

  

October 31, 2012

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $41,827,470)

$ 44,544,811

 

Fidelity Central Funds (cost $986,128)

986,128

 

Total Investments (cost $42,813,598)

 

$ 45,530,939

Cash

 

8,906

Foreign currency held at value (cost $305,626)

305,686

Receivable for investments sold

253,106

Receivable for fund shares sold

399,571

Dividends receivable

40,734

Distributions receivable from Fidelity Central Funds

359

Receivable from investment adviser for expense reductions

67,146

Other affiliated receivables

73,436

Other receivables

8,980

Total assets

46,688,863

 

 

 

Liabilities

Payable for investments purchased

$ 541,509

Payable for fund shares redeemed

179,125

Accrued management fee

30,100

Distribution and service plan fees payable

2,246

Other affiliated payables

8,926

Other payables and accrued expenses

121,075

Total liabilities

882,981

 

 

 

Net Assets

$ 45,805,882

Net Assets consist of:

 

Paid in capital

$ 42,091,833

Undistributed net investment income

251,826

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

778,695

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

2,683,528

Net Assets

$ 45,805,882

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Emerging Markets Discovery Fund
Financial Statements - continued

Statement of Assets and Liabilities - continued

  

October 31, 2012

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($1,670,981 ÷ 140,485 shares)

$ 11.89

 

 

 

Maximum offering price per share (100/94.25 of $11.89)

$ 12.62

Class T:
Net Asset Value
and redemption price per share ($1,700,385 ÷ 143,256 shares)

$ 11.87

 

 

 

Maximum offering price per share (100/96.50 of $11.87)

$ 12.30

Class C:
Net Asset Value
and offering price per share ($1,474,059 ÷ 124,755 shares)A

$ 11.82

 

 

 

Emerging Markets Discovery:
Net Asset Value
, offering price and redemption price per share ($39,135,461 ÷ 3,283,254 shares)

$ 11.92

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,824,996 ÷ 153,109 shares)

$ 11.92

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

  

 

For the period
November 1, 2011
(commencement of
operations) to
October 31, 2012

 

  

  

Investment Income

  

  

Dividends

 

$ 634,505

Income from Fidelity Central Funds

 

1,474

Income before foreign taxes withheld

 

635,979

Less foreign taxes withheld

 

(58,290)

Total income

 

577,689

 

 

 

Expenses

Management fee

$ 176,730

Transfer agent fees

47,994

Distribution and service plan fees

15,564

Accounting fees and expenses

10,679

Custodian fees and expenses

215,734

Independent trustees' compensation

114

Registration fees

125,640

Audit

54,161

Legal

63

Miscellaneous

391

Total expenses before reductions

647,070

Expense reductions

(344,473)

302,597

Net investment income (loss)

275,092

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $4,717)

832,255

Foreign currency transactions

2,291

Total net realized gain (loss)

 

834,546

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $33,633)

2,683,708

Assets and liabilities in foreign currencies

(180)

Total change in net unrealized appreciation (depreciation)

 

2,683,528

Net gain (loss)

3,518,074

Net increase (decrease) in net assets resulting from operations

$ 3,793,166

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Emerging Markets Discovery Fund
Financial Statements - continued

Statement of Changes in Net Assets

  

For the period
November 1, 2011
(commencement of
operations) to
October 31, 2012

Increase (Decrease) in Net Assets

 

Operations

 

Net investment income (loss)

$ 275,092

Net realized gain (loss)

834,546

Change in net unrealized appreciation (depreciation)

2,683,528

Net increase (decrease) in net assets resulting from operations

3,793,166

Distributions to shareholders from net investment income

(7,760)

Share transactions - net increase (decrease)

41,986,470

Redemption fees

34,006

Total increase (decrease) in net assets

45,805,882

 

 

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $251,826)

$ 45,805,882

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Period ended October 31,

2012 F

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) C

  .12

Net realized and unrealized gain (loss)

  1.76

Total from investment operations

  1.88

Distributions from net investment income

  (.01)

Redemption fees added to paid in capital C

  .02

Net asset value, end of period

$ 11.89

Total Return A, B

  19.00%

Ratios to Average Net Assets D, G

 

Expenses before reductions

  3.49%

Expenses net of fee waivers, if any

  1.70%

Expenses net of all reductions

  1.64%

Net investment income (loss)

  1.16%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 1,671

Portfolio turnover rate E

  83%

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, 2011 (commencement of operations) to October 31, 2012.

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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Period ended October 31,

2012 F

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) C

  .10

Net realized and unrealized gain (loss)

  1.75

Total from investment operations

  1.85

Distributions from net investment income

  - H

Redemption fees added to paid in capital C

  .02

Net asset value, end of period

$ 11.87

Total Return A, B

  18.75%

Ratios to Average Net Assets D, G

 

Expenses before reductions

  3.77%

Expenses net of fee waivers, if any

  1.95%

Expenses net of all reductions

  1.89%

Net investment income (loss)

  .91%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 1,700

Portfolio turnover rate E

  83%

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, 2011 (commencement of operations) to October 31, 2012.

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

Period ended October 31,

2012 F

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) C

  .04

Net realized and unrealized gain (loss)

  1.76

Total from investment operations

  1.80

Redemption fees added to paid in capital C

  .02

Net asset value, end of period

$ 11.82

Total Return A, B

  18.20%

Ratios to Average Net Assets D, G

 

Expenses before reductions

  4.32%

Expenses net of fee waivers, if any

  2.45%

Expenses net of all reductions

  2.39%

Net investment income (loss)

  .41%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 1,474

Portfolio turnover rate E

  83%

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, 2011 (commencement of operations) to October 31, 2012.

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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Emerging Markets Discovery

Period ended October 31,

2012 E

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) B

  .15

Net realized and unrealized gain (loss)

  1.76

Total from investment operations

  1.91

Distributions from net investment income

  (.01)

Redemption fees added to paid in capital B

  .02

Net asset value, end of period

$ 11.92

Total Return A

  19.35%

Ratios to Average Net Assets C, F

 

Expenses before reductions

  3.02%

Expenses net of fee waivers, if any

  1.45%

Expenses net of all reductions

  1.39%

Net investment income (loss)

  1.41%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 39,135

Portfolio turnover rate D

  83%

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, 2011 (commencement of operations) to October 31, 2012.

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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Period ended October 31,

2012 E

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) B

  .15

Net realized and unrealized gain (loss)

  1.76

Total from investment operations

  1.91

Distributions from net investment income

  (.01)

Redemption fees added to paid in capital B

  .02

Net asset value, end of period

$ 11.92

Total Return A

  19.35%

Ratios to Average Net Assets C, F

 

Expenses before reductions

  3.21%

Expenses net of fee waivers, if any

  1.45%

Expenses net of all reductions

  1.39%

Net investment income (loss)

  1.41%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 1,825

Portfolio turnover rate D

  83%

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, 2011 (commencement of operations) to October 31, 2012.

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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Emerging Markets Discovery Fund


Notes to Financial Statements

For the period ended October 31, 2012

1. Organization.

Fidelity Emerging Markets Discovery 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 Markets Discovery and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. 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 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

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded 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. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income 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) 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

$ 4,167,582

Gross unrealized depreciation

(1,578,547)

Net unrealized appreciation (depreciation) on securities and other investments

$ 2,589,035

 

 

Tax Cost

$ 42,941,904

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

$ 1,158,827

Net unrealized appreciation (depreciation)

$ 2,588,855

The tax character of distributions paid was as follows:

 

October 31, 2012

Ordinary Income

$ 7,760

Short-Term Trading (Redemption) Fees. Shares purchased by investors and held 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.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $57,435,457 and $16,372,315, respectively.

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

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 an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .86% 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%

$ 2,608

$ 1,238

Class T

.25%

.25%

4,572

2,445

Class C

.75%

.25%

8,384

6,451

 

 

 

$ 15,564

$ 10,134

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 and Class C redemptions. The deferred sales charges range from 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 3,681

Class T

810

Class C*

15

 

$ 4,506

* When Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 2,662

.25

Class T

2,086

.23

Class C

1,784

.21

Emerging Markets Discovery

39,429

.23

Institutional Class

2,033

.22

 

$ 47,994

 

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month.

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 $61 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $35 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Expense Reductions.

Effective November 1, 2011, 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, 2013.

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

7. Expense Reductions - continued

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

1.70%

$ 18,756

Class T

1.95%

16,693

Class C

2.45%

15,675

Emerging Markets Discovery

1.45%

264,852

Institutional Class

1.45%

16,159

 

 

$ 332,135

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $12,335 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $3.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 

Period ended
October 31, 2012
A

From net investment income

 

Class A

$ 435

Class T

203

Emerging Markets Discovery

6,522

Institutional Class

600

Total

$ 7,760

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

Annual Report

9. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

 

Period ended
October 31,
2012
A

Period ended
October 31,
2012
A

Class A

 

 

Shares sold

197,037

$ 2,112,904

Reinvestment of distributions

46

435

Shares redeemed

(56,598)

(637,589)

Net increase (decrease)

140,485

$ 1,475,750

Class T

 

 

Shares sold

182,780

$ 1,990,143

Reinvestment of distributions

22

203

Shares redeemed

(39,546)

(451,707)

Net increase (decrease)

143,256

$ 1,538,639

Class C

 

 

Shares sold

161,266

$ 1,743,293

Shares redeemed

(36,511)

(415,821)

Net increase (decrease)

124,755

$ 1,327,472

Emerging Markets Discovery

 

 

Shares sold

4,074,333

$ 44,757,138

Reinvestment of distributions

681

6,419

Shares redeemed

(791,760)

(8,744,517)

Net increase (decrease)

3,283,254

$ 36,019,040

Institutional Class

 

 

Shares sold

199,001

$ 2,149,513

Reinvestment of distributions

64

600

Shares redeemed

(45,956)

(524,544)

Net increase (decrease)

153,109

$ 1,625,569

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

10. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, 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 the Shareholders of Fidelity Emerging Markets 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 Emerging Markets Discovery Fund (a fund of Fidelity Investment Trust) at October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for the period indicated and the financial highlights for each of the period 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 Emerging Markets 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 17, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice Presidentof FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Advisor Emerging Markets Discovery 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

12/10/12

12/7/12

$0.059

$0.203

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

12/23/11

$0.015

$0.0033

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Emerging Markets 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, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

Annual Report

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. As the fund recently commenced operations the Board did not believe that it was appropriate to assign significant weight to its limited investment performance.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Management Fee. The Board considered two proprietary management fee comparisons for the period of the fund's operation 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 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, is also included in the chart and considered by the Board.

Fidelity Emerging Markets Discovery Fund

mdi60002

Annual Report

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for the period.

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 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 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 of the fund 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.

The Board noted that the total expense ratio of each of Class A and the retail class of the fund ranked below its competitive median for the period and the total expense ratio of each of Class T, Class C, and Institutional Class ranked above its competitive median for the period. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans.

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class C, Institutional Class and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.70%, 1.95%, 2.45%, 1.45%, and 1.45% through December 31, 2012.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

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

FIL Investments (Japan) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisors (UK) Limited

FIL Investment Advisors

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

AEMDI-UANN-1212
1.931242.100

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Total Emerging Markets

Fund - Class A, Class T,
and Class C

Annual Report

October 31, 2012

(Fidelity Cover Art)

Class A, Class T, and
Class C are classes of
Fidelity® Total Emerging
Markets Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 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. © 2012 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://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 take Fidelity Advisor® Total Emerging Markets Fund - Class A's , Class T's, and Class C's cumulative total return and show you what would have happened if Class A, Class T, and Class C shares had performed at a constant rate each year. These numbers will be reported once the fund is a year old.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Total Emerging Markets Fund - Class A on November 1, 2011, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® Emerging Markets Index performed over the same period.

ate602517

Annual Report


Management's Discussion of Fund Performance

Market Recap: Global equities experienced turbulent swings during the 12 months ending October 31, 2012, but still managed a solid gain. Volatility peppered the past year, as a number of macroeconomic concerns weighed on investors, with the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's growth all making headlines. But, stocks in the U.S. and overseas were generally resilient, gaining 8.96% for the 12 months, as measured by the MSCI® ACWI® (All Country World Index) Index, largely buttressed by accommodative monetary policy in the United States and Europe, as well as signs that the U.S. housing market was starting to recover. Within the index, U.S. stocks fared best, advancing 15%. Asia-Pacific ex Japan also performed well, gaining roughly 10% on strong returns in Hong Kong and Singapore. Several European markets, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes. However, continued weakness in peripheral European markets caused the region to lag the index overall. Japan, emerging markets and Canada each underperformed, with Japan suffering the most, falling by about 3%. A stronger U.S. dollar dampened results for foreign stocks overall. Global bond markets delivered positive, albeit more-muted returns, with the Barclays® Global Aggregate GDP Weighted Index gaining 4.54%.

Comments from John Carlson, Lead Portfolio Manager of Fidelity Advisor® Total Emerging Markets Fund: From its inception on November 1, 2011, through October 31, 2012, the fund's Class A, Class T and Class C shares gained 8.80%, 8.56% and 8.07%, respectively (excluding sales charges). By comparison, the fund's primary benchmark, the MSCI® Emerging Markets Index, returned 5.83%, while the Fidelity Total Emerging Markets Composite IndexSM advanced 10.34%. Performance versus the Composite index was held back by our decision to overweight equities and underweight debt, the latter of which had much stronger performance during the period. Both subportfolios outperformed their respective benchmark, driven by security selection, which largely offset the negative impact of our overall allocation. At launch, the fund split its assets between equities and debt at roughly 67% and 33%, respectively. During the period, we decided to further increase our overweighting in equities, while reducing exposure to EM debt. We made this decision based, in part, on the massive sell-off in global equities as a result of the sovereign debt crisis in Greece and the debt overhang impacting other developed countries.

Note to shareholders: Gregory Lee was named Co-Portfolio Manager on May 2, 2012, and is responsible for the fund's industrials sector assets.

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 Total Emerging Markets 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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

Fidelity Total Emerging Markets Fund
Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012
to October 31, 2012

Class A

1.65%

 

 

 

Actual

 

$ 1,000.00

$ 1,012.10

$ 8.35

HypotheticalA

 

$ 1,000.00

$ 1,016.84

$ 8.36

Class T

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.20

$ 9.61

HypotheticalA

 

$ 1,000.00

$ 1,015.58

$ 9.63

Class C

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,008.40

$ 12.12

HypotheticalA

 

$ 1,000.00

$ 1,013.07

$ 12.14

Total Emerging Markets

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,014.00

$ 7.09

HypotheticalA

 

$ 1,000.00

$ 1,018.10

$ 7.10

Institutional Class

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,014.00

$ 7.09

HypotheticalA

 

$ 1,000.00

$ 1,018.10

$ 7.10

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report

Fidelity Total Emerging Markets Fund


Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Samsung Electronics Co. Ltd. (Korea (South), Semiconductors & Semiconductor Equipment)

3.4

3.2

Taiwan Semiconductor Manufacturing Co. Ltd. (Taiwan, Semiconductors & Semiconductor Equipment)

1.9

1.9

Vale SA (PN-A) sponsored ADR (Brazil, Metals & Mining)

1.6

1.4

China Construction Bank Corp. (H Shares) (China, Commercial Banks)

1.3

1.3

Industrial & Commercial Bank of China Ltd. (H Shares) (China, Commercial Banks)

1.3

1.5

 

9.5

Top Five Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

19.5

15.8

Energy

13.9

15.8

Information Technology

9.7

10.0

Materials

9.1

8.4

Consumer Staples

6.7

5.8

Top Five Countries as of October 31, 2012

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Brazil

11.2

11.0

Korea (South)

10.7

9.9

Russia

8.4

6.8

China

6.6

5.9

Taiwan

5.5

6.0

Percentages are adjusted for the effect of open futures contracts, if applicable.

Asset Allocation (% of fund's net assets)

As of October 31, 2012

As of April 30, 2012

ate602519

Stocks 72.4%

 

ate602519

Stocks and 70.3%
Investment
Companies

 

ate602522

Bonds 24.5%

 

ate602522

Bonds 26.5%

 

jmcw

Short-Term
Investments and
Net Other Assets
(Liabilities) 3.1%

 

jmcw

Short-Term
Investments and
Net Other Assets
(Liabilities) 3.2%

 

ate602528

Annual Report

Fidelity Total Emerging Markets Fund


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 70.5%

Shares

Value

Australia - 0.2%

Paladin Energy Ltd. (Australia) (a)

154,295

$ 181,788

Austria - 0.3%

Erste Bank AG (a)

12,390

311,149

Bailiwick of Jersey - 0.2%

Atrium European Real Estate Ltd.

40,749

230,334

Bermuda - 1.5%

Aquarius Platinum Ltd. (Australia)

125,044

74,636

BW Offshore Ltd.

420,089

246,838

GP Investments Ltd. (depositary receipt) (a)

121,322

280,151

Kunlun Energy Co. Ltd.

268,000

497,958

Pacific Basin Shipping Ltd.

290,000

155,289

Seadrill Ltd.

6,414

259,652

TOTAL BERMUDA

1,514,524

Brazil - 9.9%

Anhanguera Educacional Participacoes SA

32,800

574,914

Arezzo Industria e Comercio SA

10,100

180,264

Banco do Brasil SA

28,200

300,876

Banco do Estado Rio Grande do Sul SA

33,650

265,913

BM&F Bovespa SA

84,100

538,293

BR Properties SA

46,500

608,995

Braskem SA (PN-A)

36,400

240,510

CCR SA

34,200

300,737

Cia.Hering SA

14,000

321,627

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

9,000

367,110

Companhia de Saneamento de Minas Gerais

7,260

171,362

Companhia Paranaense de Energia-Copel:

(PN-B)

1,195

17,651

(PN-B) sponsored ADR

14,970

220,957

Estacio Participacoes SA

13,600

259,137

Fibria Celulose SA (a)

20,500

174,009

Gerdau SA sponsored ADR

36,200

318,198

Itau Unibanco Holdings SA sponsored ADR

56,380

822,020

Lojas Americanas SA (PN)

55,833

467,325

Mills Estruturas e Servicos de Engenharia SA

18,300

280,575

Multiplus SA

5,700

132,435

Petroleo Brasileiro SA - Petrobras:

(PN) sponsored ADR (non-vtg.)

16,106

330,656

sponsored ADR

48,600

1,030,806

Sul America SA unit

8,900

70,112

TIM Participacoes SA sponsored ADR

3,353

58,275

Common Stocks - continued

Shares

Value

Brazil - continued

Ultrapar Participacoes SA

24,500

$ 513,872

Vale SA (PN-A) sponsored ADR

90,600

1,611,774

TOTAL BRAZIL

10,178,403

Canada - 1.6%

Banro Corp. (a)

20,700

95,754

Barrick Gold Corp.

5,900

238,599

First Quantum Minerals Ltd.

13,400

301,207

Goldcorp, Inc.

7,300

330,007

Pan American Silver Corp.

4,000

88,000

Torex Gold Resources, Inc. (a)

49,700

103,505

Uranium One, Inc. (a)

66,900

145,355

Yamana Gold, Inc.

18,500

373,612

TOTAL CANADA

1,676,039

Cayman Islands - 4.5%

21Vianet Group, Inc. ADR (a)

14,420

159,774

Ajisen (China) Holdings Ltd.

183,000

126,564

Anta Sports Products Ltd.

206,000

175,431

Baidu.com, Inc. sponsored ADR (a)

3,734

398,119

Belle International Holdings Ltd.

155,000

288,798

China Liansu Group Holdings Ltd.

280,000

165,109

Eurasia Drilling Co. Ltd. GDR (Reg. S)

13,217

457,308

Geely Automobile Holdings Ltd.

425,000

182,612

Gourmet Master Co. Ltd.

24,000

170,079

Greatview Aseptic Pack Co. Ltd.

579,000

303,319

Haitian International Holdings Ltd.

131,000

161,763

Hengan International Group Co. Ltd.

70,000

637,673

SINA Corp. (a)

1,300

71,019

Spreadtrum Communications, Inc. ADR

3,415

78,716

Tencent Holdings Ltd.

6,900

243,947

Uni-President China Holdings Ltd.

377,000

474,287

Veripos (a)

34,725

100,497

Xueda Education Group sponsored ADR (a)

33,300

95,904

Yingde Gases Group Co. Ltd.

327,500

310,595

TOTAL CAYMAN ISLANDS

4,601,514

Chile - 0.9%

Aguas Andinas SA

281,427

188,866

Embotelladora Andina SA Class A

35,611

179,110

Empresa Nacional de Telecomunicaciones SA (ENTEL)

11,435

232,907

Common Stocks - continued

Shares

Value

Chile - continued

Enersis SA

210,651

$ 72,107

Inversiones La Construccion SA

13,305

235,046

TOTAL CHILE

908,036

China - 6.6%

BBMG Corp. (H Shares)

196,500

168,862

China Communications Construction Co. Ltd. (H Shares)

329,000

308,621

China Construction Bank Corp. (H Shares)

1,811,000

1,364,667

China Pacific Insurance Group Co. Ltd. (H Shares)

205,300

643,711

China Shenhua Energy Co. Ltd. (H Shares)

234,500

998,510

China Suntien Green Energy Corp. Ltd. (H Shares)

1,494,600

304,704

China Telecom Corp. Ltd. (H Shares)

388,357

229,771

Dongfeng Motor Group Co. Ltd. (H Shares)

276,000

341,882

Industrial & Commercial Bank of China Ltd. (H Shares)

2,037,000

1,348,354

Maanshan Iron & Steel Ltd. (H Shares) (a)

810,000

209,031

PICC Property & Casualty Co. Ltd. (H Shares)

188,000

250,342

Shanghai Electric Group Co. Ltd. (H Shares)

846,000

343,856

Weichai Power Co. Ltd. (H Shares)

93,400

330,815

TOTAL CHINA

6,843,126

Colombia - 0.7%

Ecopetrol SA ADR

11,842

701,165

Cyprus - 0.2%

Globaltrans Investment PLC:

GDR (e)

6,900

127,650

GDR (Reg. S)

1,500

27,750

TOTAL CYPRUS

155,400

Czech Republic - 0.2%

Ceske Energeticke Zavody A/S

6,068

223,721

Egypt - 0.1%

Orascom Telecom Holding SAE unit (a)

46,100

138,531

Hong Kong - 0.8%

China Resources Power Holdings Co. Ltd.

84,000

179,921

Lenovo Group Ltd.

532,000

427,657

Sinotruk Hong Kong Ltd.

345,500

198,383

TOTAL HONG KONG

805,961

India - 3.2%

Axis Bank Ltd.

15,390

338,263

Bharti Airtel Ltd.

51,651

258,855

Grasim Industries Ltd.

2,348

152,745

Common Stocks - continued

Shares

Value

India - continued

Housing Development and Infrastructure Ltd. (a)

37,732

$ 67,287

Indiabulls Real Estate Ltd.

125,168

133,299

ITC Ltd.

138,460

727,105

JK Cement Ltd. (a)

14,380

67,363

Larsen & Toubro Ltd.

11,459

346,475

Lupin Ltd. (a)

16,696

175,773

Maruti Suzuki India Ltd.

12,229

326,811

Phoenix Mills Ltd. (a)

5,122

19,106

Power Grid Corp. of India Ltd.

70,024

148,364

SREI Infrastructure Finance Ltd.

485,175

242,114

State Bank of India

7,746

303,801

TOTAL INDIA

3,307,361

Indonesia - 1.7%

PT Bakrieland Development Tbk (a)

15,113,500

102,277

PT Bank Tabungan Negara Tbk

1,521,500

240,778

PT Indo Tambangraya Megah Tbk

53,500

226,420

PT Jasa Marga Tbk

449,500

271,430

PT Telkomunikasi Indonesia Tbk:

Series B

58,500

59,416

sponsored ADR

21,864

888,772

TOTAL INDONESIA

1,789,093

Israel - 0.4%

Bezeq Israeli Telecommunication Corp. Ltd.

140,100

170,848

Check Point Software Technologies Ltd. (a)

1,900

84,607

NICE Systems Ltd. sponsored ADR (a)

5,700

189,810

TOTAL ISRAEL

445,265

Kazakhstan - 0.2%

JSC Halyk Bank of Kazakhstan GDR unit (a)

30,100

214,011

Kenya - 0.5%

Equity Bank Ltd.

1,027,600

292,652

Safaricom Ltd.

3,989,903

206,172

TOTAL KENYA

498,824

Korea (South) - 9.7%

AMOREPACIFIC Group, Inc.

973

419,427

E-Mart Co. Ltd.

2,387

517,761

GS Engineering & Construction Corp.

4,567

257,185

Hana Financial Group, Inc.

19,890

579,195

Hyundai Heavy Industries Co. Ltd.

1,411

296,352

Common Stocks - continued

Shares

Value

Korea (South) - continued

Hyundai Industrial Development & Construction Co.

5,380

$ 96,713

KB Financial Group, Inc.

22,190

754,780

Kia Motors Corp.

1,710

95,042

Korea Electric Power Corp. (a)

10,540

273,457

Korean Reinsurance Co.

16,820

165,065

KT&G Corp.

6,796

517,965

LG Chemical Ltd.

1,768

496,192

LS Industrial Systems Ltd.

5,350

334,645

Orion Corp.

334

313,684

POSCO sponsored ADR

4,400

344,872

Samsung Electronics Co. Ltd.

2,887

3,468,666

Samsung Fire & Marine Insurance Co. Ltd.

2,412

527,608

Shinhan Financial Group Co. Ltd.

11,860

407,364

Shinhan Financial Group Co. Ltd. sponsored ADR

4,828

165,214

TOTAL KOREA (SOUTH)

10,031,187

Luxembourg - 0.3%

Subsea 7 SA

15,100

331,330

Malaysia - 0.5%

Axiata Group Bhd

136,700

293,057

Petronas Dagangan Bhd

32,500

235,588

TOTAL MALAYSIA

528,645

Mexico - 3.4%

America Movil SAB de CV Series L sponsored ADR

44,120

1,115,795

CEMEX SA de CV sponsored ADR

41,288

373,244

Desarrolladora Homex SAB de CV sponsored ADR (a)

7,350

97,388

El Puerto de Liverpool SA Class C

20,900

187,308

Fibra Uno Administracion SA de CV

95,000

250,306

Fomento Economico Mexicano SAB de CV sponsored ADR

5,200

471,172

Grupo Comercial Chedraui de CV

73,700

198,518

Grupo Televisa SA de CV (CPO) sponsored ADR

34,300

775,180

TOTAL MEXICO

3,468,911

Netherlands - 0.1%

ASML Holding NV (Netherlands)

2,775

152,548

Nigeria - 1.2%

Guaranty Trust Bank PLC

627,668

79,128

Guaranty Trust Bank PLC GDR (Reg. S)

69,900

433,380

Zenith Bank PLC

5,943,111

681,872

TOTAL NIGERIA

1,194,380

Common Stocks - continued

Shares

Value

Norway - 0.9%

ElectroMagnetic GeoServices ASA (a)

102,680

$ 223,323

Petroleum Geo-Services ASA

8,800

151,727

TGS Nopec Geophysical Co. ASA

16,928

576,015

TOTAL NORWAY

951,065

Panama - 0.4%

Copa Holdings SA Class A

4,200

389,844

Peru - 0.2%

Compania de Minas Buenaventura SA sponsored ADR

6,000

214,560

Philippines - 1.1%

Metro Pacific Investments Corp.

2,899,000

292,016

Metropolitan Bank & Trust Co.

138,200

319,440

Robinsons Land Corp.

1,121,000

518,224

TOTAL PHILIPPINES

1,129,680

Poland - 0.8%

Eurocash SA

14,100

172,195

Powszechny Zaklad Ubezpieczen SA

5,375

627,966

TOTAL POLAND

800,161

Russia - 5.8%

Bank St. Petersburg OJSC

41,600

76,567

DIXY Group OJSC (a)

17,805

188,095

Gazprom OAO sponsored ADR

70,532

644,662

LSR Group OJSC GDR (Reg. S)

24,100

116,042

Lukoil Oil Co. (a)

3,200

194,292

Magnit OJSC

1,822

259,555

Magnit OJSC GDR (Reg. S)

4,900

173,950

Magnitogorsk Iron & Steel Works OJSC unit (a)

30,900

133,241

Mobile TeleSystems OJSC (a)

80,060

589,037

Mobile TeleSystems OJSC sponsored ADR

28,390

486,605

NOVATEK OAO GDR (Reg. S)

5,200

592,800

OGK-4 OJSC (a)

6,094,400

500,679

Raspadskaya OAO (a)

38,412

75,745

Rosneft Oil Co. OJSC

14,500

107,608

RusHydro JSC sponsored ADR

67,240

159,628

Sberbank (Savings Bank of the Russian Federation)

379,050

1,109,639

Sistema JSFC (a)

156,700

117,879

TNK-BP Holding

49,360

100,764

Uralkali OJSC GDR (Reg. S)

9,100

356,538

TOTAL RUSSIA

5,983,326

Common Stocks - continued

Shares

Value

Singapore - 0.9%

First Resources Ltd.

277,000

$ 465,527

Global Logistic Properties Ltd.

201,000

423,487

TOTAL SINGAPORE

889,014

South Africa - 2.9%

AngloGold Ashanti Ltd.

9,100

307,447

Aspen Pharmacare Holdings Ltd.

17,500

318,892

Blue Label Telecoms Ltd.

171,800

133,546

Impala Platinum Holdings Ltd.

29,100

523,559

JSE Ltd.

54,670

443,443

Life Healthcare Group Holdings Ltd.

72,400

273,797

Naspers Ltd. Class N

11,500

746,595

Reunert Ltd.

18,500

162,967

Wilson Bayly Holmes-Ovcon Ltd.

3,600

58,999

TOTAL SOUTH AFRICA

2,969,245

Taiwan - 5.5%

Asia Cement Corp.

186,430

232,319

Cheng Uei Precision Industries Co. Ltd.

135,339

299,775

Chinatrust Financial Holding Co. Ltd.

640,042

352,779

Chroma ATE, Inc.

74,000

140,856

Hon Hai Precision Industry Co. Ltd. (Foxconn)

209,500

636,174

MediaTek, Inc.

37,000

411,041

Synnex Technology International Corp.

155,000

327,936

Taiwan Fertilizer Co. Ltd.

99,000

235,892

Taiwan Mobile Co. Ltd.

95,000

331,736

Taiwan Semiconductor Manufacturing Co. Ltd.

408,000

1,243,307

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

45,700

726,630

Unified-President Enterprises Corp.

279,660

494,025

Yuanta Financial Holding Co. Ltd.

576,000

260,294

TOTAL TAIWAN

5,692,764

Thailand - 0.8%

Bangkok Bank Public Co. Ltd. (For. Reg.)

92,900

548,252

PTT Global Chemical PCL (For. Reg.)

124,400

247,421

TOTAL THAILAND

795,673

Turkey - 0.8%

Aygaz A/S

52,000

239,621

TAV Havalimanlari Holding A/S

62,000

307,838

Turkiye Is Bankasi A/S Series C

84,900

288,921

TOTAL TURKEY

836,380

Common Stocks - continued

Shares

Value

United Kingdom - 0.6%

Evraz PLC

32,100

$ 122,355

Hikma Pharmaceuticals PLC

15,011

179,137

Kazakhmys PLC

26,800

306,632

TOTAL UNITED KINGDOM

608,124

United States of America - 0.9%

Cognizant Technology Solutions Corp. Class A (a)

6,300

419,895

CTC Media, Inc.

20,050

168,220

Universal Display Corp. (a)

9,027

295,905

TOTAL UNITED STATES OF AMERICA

884,020

TOTAL COMMON STOCKS

(Cost $67,155,590)


72,575,102

Nonconvertible Preferred Stocks - 1.9%

 

 

 

 

Korea (South) - 1.0%

Hyundai Motor Co. Series 2

9,913

650,066

Samsung Electronics Co. Ltd.

467

339,225

TOTAL KOREA (SOUTH)

989,291

Russia - 0.9%

Sberbank (Savings Bank of the Russian Federation) (a)

209,600

441,379

Surgutneftegaz JSC

833,750

516,404

TOTAL RUSSIA

957,783

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $1,906,405)


1,947,074

Nonconvertible Bonds - 7.3%

 

Principal
Amount

 

Bermuda - 0.2%

Qtel International Finance Ltd. 5% 10/19/25 (e)

$ 200,000

226,260

Canada - 0.2%

Pacific Rubiales Energy Corp. 7.25% 12/12/21 (e)

200,000

238,500

Cayman Islands - 0.1%

Odebrecht Finance Ltd. 7.5% (e)(f)

100,000

107,000

Chile - 0.1%

Corporacion Nacional del Cobre de Chile (Codelco) 6.15% 10/24/36 (e)

100,000

130,477

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Costa Rica - 0.2%

Instituto Costarricense de Electricidad 6.95% 11/10/21 (e)

$ 200,000

$ 222,500

Croatia - 0.2%

Agrokor d.d. 8.875% 2/1/20 (e)

200,000

208,000

Georgia - 0.2%

JSC Georgian Railway 7.75% 7/11/22 (e)

200,000

224,000

Guatemala - 0.1%

Industrial Senior Trust 5.5% 11/1/22 (e)

100,000

101,000

Indonesia - 0.8%

PT Pertamina Persero:

5.25% 5/23/21 (e)

550,000

611,875

6.5% 5/27/41 (e)

200,000

237,000

TOTAL INDONESIA

848,875

Ireland - 0.2%

Vnesheconombank Via VEB Finance PLC 5.375% 2/13/17 (e)

200,000

219,250

Israel - 0.2%

Israel Electric Corp. Ltd. 6.7% 2/10/17 (e)

200,000

218,500

Kazakhstan - 0.2%

Zhaikmunai Finance BV 10.5% 10/19/15 (e)

150,000

164,625

Mexico - 0.4%

Petroleos Mexicanos:

5.5% 1/21/21

250,000

294,000

6.625% (e)(f)

100,000

107,250

TOTAL MEXICO

401,250

Netherlands - 0.8%

Access Finance BV 7.25% 7/25/17 (e)

200,000

209,500

KazMunaiGaz Finance Sub BV:

6.375% 4/9/21 (e)

100,000

118,750

9.125% 7/2/18 (e)

150,000

195,000

11.75% 1/23/15 (e)

100,000

119,880

Majapahit Holding BV 8% 8/7/19 (e)

100,000

127,000

TOTAL NETHERLANDS

770,130

Philippines - 0.2%

Power Sector Assets and Liabilities Management Corp. 7.39% 12/2/24 (e)

125,000

174,850

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Sweden - 0.2%

PKO Finance AB 4.63% 9/26/22 (e)

$ 200,000

$ 206,500

Trinidad & Tobago - 0.1%

Petroleum Co. of Trinidad & Tobago Ltd. 9.75% 8/14/19 (e)

100,000

132,000

Turkey - 0.1%

Akbank T.A.S. 3.875% 10/24/17 (e)

150,000

148,500

United States of America - 0.5%

Pemex Project Funding Master Trust:

6.625% 6/15/35

200,000

251,000

8.625% 2/1/22

175,000

221,375

TOTAL UNITED STATES OF AMERICA

472,375

Venezuela - 2.3%

Petroleos de Venezuela SA:

4.9% 10/28/14

1,100,000

1,014,750

5.375% 4/12/27

400,000

251,000

5.5% 4/12/37

600,000

363,000

8.5% 11/2/17 (e)

450,000

402,750

12.75% 2/17/22 (e)

300,000

306,750

TOTAL VENEZUELA

2,338,250

TOTAL NONCONVERTIBLE BONDS

(Cost $6,911,731)


7,552,842

Government Obligations - 17.2%

 

Aruba - 0.2%

Aruba Government 4.625% 9/14/23 (e)

200,000

199,500

Barbados - 0.1%

Barbados Government 7% 8/4/22 (e)

100,000

101,500

Belarus - 0.3%

Belarus Republic:

8.75% 8/3/15 (Reg. S)

225,000

222,188

8.95% 1/26/18

100,000

98,750

TOTAL BELARUS

320,938

Belize - 0.1%

Belize Government 8.5% 2/20/29 (c)(e)

150,000

60,000

Bermuda - 0.1%

Bermuda Government 5.603% 7/20/20 (e)

100,000

116,500

Government Obligations - continued

 

Principal
Amount

Value

Bolivia - 0.2%

Plurinational State of Bolivia 4.875% 10/29/22 (e)

$ 200,000

$ 200,500

Brazil - 1.3%

Brazilian Federative Republic:

7.125% 1/20/37

200,000

300,500

10.125% 5/15/27

150,000

271,500

12.25% 3/6/30

350,000

721,000

TOTAL BRAZIL

1,293,000

Cayman Islands - 0.1%

Cayman Island Government 5.95% 11/24/19 (e)

100,000

116,500

Colombia - 0.2%

Colombian Republic 10.375% 1/28/33

90,000

165,150

Congo - 0.1%

Congo Republic 3% 6/30/29 (d)

95,000

79,800

Croatia - 0.5%

Croatia Republic:

6.25% 4/27/17 (e)

200,000

219,500

6.375% 3/24/21 (e)

200,000

227,000

6.625% 7/14/20 (e)

100,000

115,130

TOTAL CROATIA

561,630

Ecuador - 0.2%

Ecuador Republic 9.375% 12/15/15 (e)

236,000

238,360

El Salvador - 0.2%

El Salvador Republic 7.375% 12/1/19 (e)

175,000

203,875

Ghana - 0.1%

Ghana Republic 8.5% 10/4/17 (e)

100,000

116,000

Guatemala - 0.2%

Guatemalan Republic 5.75% 6/6/22 (e)

200,000

228,500

Hungary - 0.5%

Hungarian Republic:

4.75% 2/3/15

365,000

373,687

7.625% 3/29/41

100,000

118,000

TOTAL HUNGARY

491,687

Government Obligations - continued

 

Principal
Amount

Value

Iceland - 0.2%

Republic of Iceland:

4.875% 6/16/16 (e)

$ 100,000

$ 104,625

5.875% 5/11/22 (e)

100,000

109,750

TOTAL ICELAND

214,375

Indonesia - 0.4%

Indonesian Republic:

7.75% 1/17/38 (e)

175,000

264,915

8.5% 10/12/35 (e)

100,000

160,250

TOTAL INDONESIA

425,165

Iraq - 0.5%

Republic of Iraq 5.8% 1/15/28 (Reg. S)

550,000

514,250

Ivory Coast - 0.5%

Ivory Coast 3.75% 12/31/32 (c)(d)

575,000

516,063

Latvia - 0.2%

Latvian Republic 5.25% 2/22/17 (e)

200,000

220,500

Lebanon - 0.5%

Lebanese Republic:

6.1% 10/4/22

190,000

192,613

11.625% 5/11/16 (Reg. S)

250,000

305,000

TOTAL LEBANON

497,613

Lithuania - 0.5%

Lithuanian Republic:

6.125% 3/9/21 (e)

100,000

119,750

6.625% 2/1/22 (e)

200,000

247,000

7.375% 2/11/20 (e)

100,000

127,125

TOTAL LITHUANIA

493,875

Mexico - 0.7%

United Mexican States:

5.75% 10/12/10

124,000

146,320

6.05% 1/11/40

200,000

266,000

6.75% 9/27/34

200,000

282,000

TOTAL MEXICO

694,320

Namibia - 0.2%

Republic of Namibia 5.5% 11/3/21 (e)

200,000

223,320

Government Obligations - continued

 

Principal
Amount

Value

Netherlands - 0.3%

Republic of Angola 7% 8/16/19 (Issued by Northern Lights III BV for Republic of Angola) (Reg. S)

$ 250,000

$ 279,375

Nigeria - 0.6%

Republic of Nigeria 6.75% 1/28/21 (e)

550,000

631,125

Panama - 0.3%

Panamanian Republic:

8.875% 9/30/27

55,000

89,238

9.375% 4/1/29

150,000

257,250

TOTAL PANAMA

346,488

Peru - 0.6%

Peruvian Republic 8.75% 11/21/33

345,000

600,300

Philippines - 1.1%

Philippine Republic:

6.375% 10/23/34

150,000

208,500

7.75% 1/14/31

125,000

193,125

10.625% 3/16/25

425,000

746,938

TOTAL PHILIPPINES

1,148,563

Poland - 0.2%

Polish Government:

5% 3/23/22

35,000

40,819

6.375% 7/15/19

135,000

168,075

TOTAL POLAND

208,894

Qatar - 0.3%

State of Qatar 5.75% 1/20/42 (e)

200,000

257,000

Romania - 0.2%

Romanian Republic 6.75% 2/7/22 (e)

190,000

219,450

Russia - 1.7%

Russian Federation:

5.625% 4/4/42 (e)

200,000

241,000

7.5% 3/31/30 (Reg. S)

697,500

882,338

11% 7/24/18 (Reg. S)

200,000

293,000

12.75% 6/24/28 (Reg. S)

175,000

345,188

TOTAL RUSSIA

1,761,526

Senegal - 0.2%

Republic of Senegal 8.75% 5/13/21 (e)

200,000

242,000

Serbia - 0.0%

Republic of Serbia 6.75% 11/1/24 (e)

41,667

41,250

Government Obligations - continued

 

Principal
Amount

Value

Slovakia - 0.2%

Slovakia Republic 4.375% 5/21/22 (e)

$ 200,000

$ 214,000

Slovenia - 0.2%

Republic of Slovenia 5.5% 10/26/22 (e)

200,000

199,500

South Africa - 0.1%

South African Republic 4.665% 1/17/24

100,000

110,250

Sri Lanka - 0.3%

Democratic Socialist Republic of Sri Lanka:

5.875% 7/25/22 (e)

200,000

221,000

6.25% 10/4/20 (e)

100,000

112,500

TOTAL SRI LANKA

333,500

Turkey - 1.3%

Turkish Republic:

7% 6/5/20

300,000

375,000

7.5% 7/14/17

100,000

121,000

11.875% 1/15/30

450,000

855,000

TOTAL TURKEY

1,351,000

Ukraine - 0.3%

Ukraine Government:

7.75% 9/23/20 (e)

100,000

104,370

9.25% 7/24/17 (e)

200,000

217,760

TOTAL UKRAINE

322,130

Uruguay - 0.1%

Uruguay Republic 7.625% 3/21/36

75,000

116,250

Venezuela - 0.9%

Venezuelan Republic:

7.75% 10/13/19 (Reg. S)

85,000

73,738

11.75% 10/21/26 (Reg. S)

300,000

300,750

11.95% 8/5/31 (Reg. S)

350,000

354,375

12.75% 8/23/22

135,000

144,113

TOTAL VENEZUELA

872,976

Zambia - 0.2%

Republic of Zambia 5.375% 9/20/22 (e)

200,000

201,400

TOTAL GOVERNMENT OBLIGATIONS

(Cost $15,928,776)


17,749,898

Money Market Funds - 3.0%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)
(Cost $3,099,243)

3,099,243

$ 3,099,243

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $95,001,745)

102,924,159

NET OTHER ASSETS (LIABILITIES) - 0.1%

102,208

NET ASSETS - 100%

$ 103,026,367

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) Non-income producing - Security is in default.

(d) Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate 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 $11,907,822 or 11.6% of net assets.

(f) Security is perpetual in nature with no stated maturity date.

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

$ 3,818

Fidelity Securities Lending Cash Central Fund

315

Total

$ 4,133

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 6,231,147

$ 6,231,147

$ -

$ -

Consumer Staples

6,577,159

6,577,159

-

-

Energy

9,569,545

9,569,545

-

-

Financials

19,085,912

18,331,132

754,780

-

Health Care

947,599

947,599

-

-

Industrials

5,289,474

5,289,474

-

-

Information Technology

10,115,607

8,719,752

1,395,855

-

Materials

9,131,743

8,671,551

460,192

-

Telecommunication Services

5,177,656

4,888,469

289,187

-

Utilities

2,396,334

2,122,877

273,457

-

Corporate Bonds

7,552,842

-

7,552,842

-

Government Obligations

17,749,898

-

17,749,898

-

Money Market Funds

3,099,243

3,099,243

-

-

Total Investments in Securities:

$ 102,924,159

$ 74,447,948

$ 28,476,211

$ -

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

AAA,AA,A

1.6%

BBB

10.7%

BB

4.5%

B

5.0%

CCC,CC,C

0.3%

Not Rated

2.4%

Equities

72.4%

Short-Term Investments and
Net Other Assets

3.1%

 

100.0%

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the date indicated and do not reflect subsequent changes.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Total Emerging Markets Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $91,902,502)

$ 99,824,916

 

Fidelity Central Funds (cost $3,099,243)

3,099,243

 

Total Investments (cost $95,001,745)

 

$ 102,924,159

Cash

 

705,020

Foreign currency held at value (cost $27,710)

27,720

Receivable for investments sold

768,066

Receivable for fund shares sold

90,619

Dividends receivable

92,479

Interest receivable

361,664

Distributions receivable from Fidelity Central Funds

312

Receivable from investment adviser for expense reductions

32,905

Other receivables

7,009

Total assets

105,009,953

 

 

 

Liabilities

Payable for investments purchased

$ 1,645,445

Payable for fund shares redeemed

67,594

Accrued management fee

69,068

Distribution and service plan fees payable

8,928

Other affiliated payables

20,243

Other payables and accrued expenses

172,308

Total liabilities

1,983,586

 

 

 

Net Assets

$ 103,026,367

Net Assets consist of:

 

Paid in capital

$ 95,354,127

Undistributed net investment income

1,406,377

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(1,593,639)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

7,859,502

Net Assets

$ 103,026,367

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Total Emerging Markets Fund
Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2012

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($7,675,347 ÷ 706,507 shares)

$ 10.86

 

 

 

Maximum offering price per share (100/94.25 of $10.86)

$ 11.52

Class T:
Net Asset Value
and redemption price per share ($5,822,909 ÷ 537,125 shares)

$ 10.84

 

 

 

Maximum offering price per share (100/96.50 of $10.84)

$ 11.23

Class C:
Net Asset Value
and offering price per share ($5,824,450 ÷ 539,492 shares)A

$ 10.80

 

 

 

Total Emerging Markets:
Net Asset Value
, offering price and redemption price per share ($81,416,417 ÷ 7,478,534 shares)

$ 10.89

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($2,287,244 ÷ 210,097 shares)

$ 10.89

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

 

 

For the period
November 1, 2011
(commencement of
operations) to
October 31, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 1,585,174

Interest

 

1,369,434

Income from Fidelity Central Funds

 

4,133

Income before foreign taxes withheld

 

2,958,741

Less foreign taxes withheld

 

(172,929)

Total income

 

2,785,812

 

 

 

Expenses

Management fee

$ 633,456

Transfer agent fees

147,018

Distribution and service plan fees

91,027

Accounting and security lending fees

40,641

Custodian fees and expenses

250,107

Independent trustees' compensation

459

Registration fees

129,540

Audit

59,305

Legal

288

Miscellaneous

484

Total expenses before reductions

1,352,325

Expense reductions

(179,390)

1,172,935

Net investment income (loss)

1,612,877

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $2,465)

(1,514,743)

Foreign currency transactions

(71,319)

Total net realized gain (loss)

 

(1,586,062)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $61,936)

7,860,478

Assets and liabilities in foreign currencies

(976)

Total change in net unrealized appreciation (depreciation)

 

7,859,502

Net gain (loss)

6,273,440

Net increase (decrease) in net assets resulting from operations

$ 7,886,317

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Total Emerging Markets Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

For the period
November 1, 2011
(commencement of
operations) to
October 31, 2012

Increase (Decrease) in Net Assets

 

Operations

 

Net investment income (loss)

$ 1,612,877

Net realized gain (loss)

(1,586,062)

Change in net unrealized appreciation (depreciation)

7,859,502

Net increase (decrease) in net assets resulting from operations

7,886,317

Distributions to shareholders from net investment income

(96,645)

Share transactions - net increase (decrease)

95,209,478

Redemption fees

27,217

Total increase (decrease) in net assets

103,026,367

 

 

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $1,406,377)

$ 103,026,367

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Period ended October 31,

2012 F

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) C

  .20

Net realized and unrealized gain (loss)

  .68

Total from investment operations

  .88

Distributions from net investment income

  (.02)

Redemption fees added to paid in capital C, H

  -

Net asset value, end of period

$ 10.86

Total Return A, B

  8.80%

Ratios to Average Net Assets D, G

 

Expenses before reductions

  1.87%

Expenses net of fee waivers, if any

  1.65%

Expenses net of all reductions

  1.62%

Net investment income (loss)

  1.92%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 7,675

Portfolio turnover rate E

  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 For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Period ended October 31,

2012 F

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) C

  .17

Net realized and unrealized gain (loss)

  .68

Total from investment operations

  .85

Distributions from net investment income

  (.01)

Redemption fees added to paid in capital C, H

  -

Net asset value, end of period

$ 10.84

Total Return A, B

  8.56%

Ratios to Average Net Assets D, G

 

Expenses before reductions

  2.10%

Expenses net of fee waivers, if any

  1.90%

Expenses net of all reductions

  1.87%

Net investment income (loss)

  1.67%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 5,823

Portfolio turnover rate E

  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 For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Period ended October 31,

2012 F

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) C

  .12

Net realized and unrealized gain (loss)

  .69

Total from investment operations

  .81

Distributions from net investment income

  (.01)

Redemption fees added to paid in capital C, H

  -

Net asset value, end of period

$ 10.80

Total Return A, B

  8.07%

Ratios to Average Net Assets D, G

 

Expenses before reductions

  2.63%

Expenses net of fee waivers, if any

  2.40%

Expenses net of all reductions

  2.37%

Net investment income (loss)

  1.17%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 5,824

Portfolio turnover rate E

  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 For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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 Emerging Markets

Period ended October 31,

2012 E

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) B

  .22

Net realized and unrealized gain (loss)

  .69

Total from investment operations

  .91

Distributions from net investment income

  (.02)

Redemption fees added to paid in capital B, G

  -

Net asset value, end of period

$ 10.89

Total Return A

  9.15%

Ratios to Average Net Assets C, F

 

Expenses before reductions

  1.60%

Expenses net of fee waivers, if any

  1.40%

Expenses net of all reductions

  1.38%

Net investment income (loss)

  2.16%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 81,416

Portfolio turnover rate D

  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 For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Period ended October 31,

2012 E

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) B

  .22

Net realized and unrealized gain (loss)

  .69

Total from investment operations

  .91

Distributions from net investment income

  (.02)

Redemption fees added to paid in capital B, G

  -

Net asset value, end of period

$ 10.89

Total Return A

  9.15%

Ratios to Average Net Assets C, F

 

Expenses before reductions

  1.62%

Expenses net of fee waivers, if any

  1.40%

Expenses net of all reductions

  1.37%

Net investment income (loss)

  2.17%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 2,287

Portfolio turnover rate D

  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 For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Fidelity Total Emerging Markets Fund


Notes to Financial Statements

For the period ended October 31, 2012

1. Organization.

Fidelity Total Emerging Markets 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 Emerging Markets and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. 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, 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

Annual Report

Fidelity Total Emerging Markets Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

securities. For corporate bonds and foreign government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in

Annual Report

Fidelity Total Emerging Markets Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income 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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to 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

$ 10,983,917

Gross unrealized depreciation

(3,416,206)

Net unrealized appreciation (depreciation) on securities and other investments

$ 7,567,711

 

 

Tax Cost

$ 95,356,448

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 1,401,667

Capital loss carryforward

$ (1,234,216)

Net unrealized appreciation (depreciation)

$ 7,566,725

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

No expiration

 

Short-term

$ (1,234,216)

The tax character of distributions paid was as follows:

 

October 31, 2012

Ordinary Income

$ 96,645

Annual Report

Fidelity Total Emerging Markets Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares purchased by investors and held 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.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $144,030,449 and $50,601,679, 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 an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .80% of the Fund's average net assets.

Annual Report

5. 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%

$ 15,320

$ 13,743

Class T

.25%

.25%

22,574

15,459

Class C

.75%

.25%

53,133

52,688

 

 

 

$ 91,027

$ 81,890

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, and Class C redemptions. The deferred sales charges range from 1.00% for Class C shares, 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

$ 2,010

Class T

842

Class C*

51

 

$ 2,903

* When 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

Fidelity Total Emerging Markets Fund

Notes to Financial Statements - continued

5. 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

$ 11,782

.19

Class T

8,511

.19

Class C

10,121

.19

Total Emerging Markets

112,796

.19

Institutional Class

3,808

.18

 

$ 147,018

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $435 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $127 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

Annual Report

7. Security Lending - continued

additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. 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 $315. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Effective November 1, 2011, 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, 2013. 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

1.65%

$ 13,791

Class T

1.90%

9,129

Class C

2.40%

12,487

Total Emerging Markets

1.40%

120,371

Institutional Class

1.40%

4,771

 

 

$ 160,549

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 $18,638 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 $203.

Annual Report

Fidelity Total Emerging Markets Fund

Notes to Financial Statements - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 

Period ended
October 31,
2012
A

From net investment income

 

Class A

$ 9,099

Class T

4,204

Class C

3,000

Total Emerging Markets

75,940

Institutional Class

4,402

Total

$ 96,645

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

 

Period ended
October 31,
2012
A

Period ended
October 31,
2012
A

Class A

 

 

Shares sold

723,537

$ 7,311,002

Reinvestment of distributions

949

9,099

Shares redeemed

(17,979)

(179,387)

Net increase (decrease)

706,507

$ 7,140,714

Class T

 

 

Shares sold

597,107

$ 6,082,522

Reinvestment of distributions

439

4,204

Shares redeemed

(60,421)

(637,924)

Net increase (decrease)

537,125

$ 5,448,802

Class C

 

 

Shares sold

540,321

$ 5,429,037

Reinvestment of distributions

314

3,000

Shares redeemed

(1,143)

(12,081)

Net increase (decrease)

539,492

$ 5,419,956

Total Emerging Markets

 

 

Shares sold

8,901,615

$ 89,854,661

Reinvestment of distributions

7,686

73,759

Shares redeemed

(1,430,767)

(14,834,512)

Net increase (decrease)

7,478,534

$ 75,093,908

Institutional Class

 

 

Shares sold

209,638

$ 2,101,696

Reinvestment of distributions

459

4,402

Net increase (decrease)

210,097

$ 2,106,098

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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 32% 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 the Shareholders of Fidelity Total Emerging Markets 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 Total Emerging Markets Fund (a fund of Fidelity Investment Trust) at October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for the period indicated and the financial highlights for each of the period 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 Total Emerging Markets 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 17, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Total Emerging Markets 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

12/10/12

12/7/12

$0.146

$0.014

Class T

12/10/12

12/7/12

$0.124

$0.014

Class C

12/10/12

12/7/12

$0.067

$0.014

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:

December 23, 2011

Income

Taxes

Class A

$0.011

$0.0009

Class T

$0.007

$0.0009

Class C

$0.000

$0.0000

December 29, 2011

 

 

Class A

$0.008

$0.0000

Class T

$0.008

$0.0000

Class C

$0.006

$0.0000

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 23, 2011

 

Class A

65%

Class T

100%

Class C

0%

December 29, 2011

 

Class A

50%

Class T

50%

Class C

67%

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Total Emerging Markets Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, 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.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. As the fund recently commenced operations the Board did not believe that it was appropriate to assign significant weight to its limited investment performance.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Annual Report

Management Fee. The Board considered two proprietary management fee comparisons for the period of the fund's operation 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.

Fidelity Total Emerging Markets Fund

ate602530

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for the period.

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 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 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 of the fund 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.

The Board noted that the total expense ratio of each of Class A and the retail class of the fund ranked below its competitive median for the period, the total expense ratio of Class C ranked equal to its competitive median for the period, and the total expense ratio of each of Class T and Institutional Class ranked above its competitive median for the period. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans.

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class C, Institutional Class, and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.65%, 1.90%, 2.40%, 1.40%, and 1.40% through December 31, 2012.

Annual Report

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board 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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investments (Japan) Limited

FIL Investment Advisors (UK) Limited

FIL Investment Advisors

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

ATEK-UANN-1212
1.931267.100

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Total Emerging Markets

Fund - Institutional Class

Annual Report

October 31, 2012

(Fidelity Cover Art)

Institutional Class is a
class of Fidelity® Total
Emerging Markets Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 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. © 2012 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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 take Fidelity Advisor® Total Emerging Markets Fund - Institutional Class' cumulative total return and show you what would have happened if Institutional Class shares had performed at a constant rate each year. These numbers will be reported once the fund is a year old.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Total Emerging Markets Fund - Institutional Class on November 1, 2011, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® Emerging Markets Index performed over the same period.

eki693713

Annual Report


Management's Discussion of Fund Performance

Market Recap: Global equities experienced turbulent swings during the 12 months ending October 31, 2012, but still managed a solid gain. Volatility peppered the past year, as a number of macroeconomic concerns weighed on investors, with the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's growth all making headlines. But, stocks in the U.S. and overseas were generally resilient, gaining 8.96% for the 12 months, as measured by the MSCI® ACWI® (All Country World Index) Index, largely buttressed by accommodative monetary policy in the United States and Europe, as well as signs that the U.S. housing market was starting to recover. Within the index, U.S. stocks fared best, advancing 15%. Asia-Pacific ex Japan also performed well, gaining roughly 10% on strong returns in Hong Kong and Singapore. Several European markets, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes. However, continued weakness in peripheral European markets caused the region to lag the index overall. Japan, emerging markets and Canada each underperformed, with Japan suffering the most, falling by about 3%. A stronger U.S. dollar dampened results for foreign stocks overall. Global bond markets delivered positive, albeit more-muted returns, with the Barclays® Global Aggregate GDP Weighted Index gaining 4.54%.

Comments from John Carlson, Lead Portfolio Manager of Fidelity Advisor® Total Emerging Markets Fund: From its inception on November 1, 2011, through October 31, 2012, the fund's Institutional Class shares gained 9.15%. By comparison, the fund's primary benchmark, the MSCI® Emerging Markets Index, returned 5.83%, while the Fidelity Total Emerging Markets Composite IndexSM advanced 10.34%. Performance versus the Composite index was held back by our decision to overweight equities and underweight debt, the latter of which had much stronger performance during the period. Both subportfolios outperformed their respective benchmark, driven by security selection, which largely offset the negative impact of our overall allocation. At launch, the fund split its assets between equities and debt at roughly 67% and 33%, respectively. During the period, we decided to further increase our overweighting in equities, while reducing exposure to EM debt. We made this decision based, in part, on the massive sell-off in global equities as a result of the sovereign debt crisis in Greece and the debt overhang impacting other developed countries.

Note to shareholders: Gregory Lee was named Co-Portfolio Manager on May 2, 2012, and is responsible for the fund's industrials sector assets.

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 Total Emerging Markets 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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

Fidelity Total Emerging Markets Fund
Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012
to October 31, 2012

Class A

1.65%

 

 

 

Actual

 

$ 1,000.00

$ 1,012.10

$ 8.35

HypotheticalA

 

$ 1,000.00

$ 1,016.84

$ 8.36

Class T

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.20

$ 9.61

HypotheticalA

 

$ 1,000.00

$ 1,015.58

$ 9.63

Class C

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,008.40

$ 12.12

HypotheticalA

 

$ 1,000.00

$ 1,013.07

$ 12.14

Total Emerging Markets

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,014.00

$ 7.09

HypotheticalA

 

$ 1,000.00

$ 1,018.10

$ 7.10

Institutional Class

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,014.00

$ 7.09

HypotheticalA

 

$ 1,000.00

$ 1,018.10

$ 7.10

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report

Fidelity Total Emerging Markets Fund


Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Samsung Electronics Co. Ltd. (Korea (South), Semiconductors & Semiconductor Equipment)

3.4

3.2

Taiwan Semiconductor Manufacturing Co. Ltd. (Taiwan, Semiconductors & Semiconductor Equipment)

1.9

1.9

Vale SA (PN-A) sponsored ADR (Brazil, Metals & Mining)

1.6

1.4

China Construction Bank Corp. (H Shares) (China, Commercial Banks)

1.3

1.3

Industrial & Commercial Bank of China Ltd. (H Shares) (China, Commercial Banks)

1.3

1.5

 

9.5

Top Five Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

19.5

15.8

Energy

13.9

15.8

Information Technology

9.7

10.0

Materials

9.1

8.4

Consumer Staples

6.7

5.8

Top Five Countries as of October 31, 2012

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Brazil

11.2

11.0

Korea (South)

10.7

9.9

Russia

8.4

6.8

China

6.6

5.9

Taiwan

5.5

6.0

Percentages are adjusted for the effect of open futures contracts, if applicable.

Asset Allocation (% of fund's net assets)

As of October 31, 2012

As of April 30, 2012

eki693715

Stocks 72.4%

 

eki693715

Stocks and 70.3%
Investment
Companies

 

eki693718

Bonds 24.5%

 

eki693718

Bonds 26.5%

 

jmcw

Short-Term
Investments and
Net Other Assets
(Liabilities) 3.1%

 

jmcw

Short-Term
Investments and
Net Other Assets
(Liabilities) 3.2%

 

eki693724

Annual Report

Fidelity Total Emerging Markets Fund


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 70.5%

Shares

Value

Australia - 0.2%

Paladin Energy Ltd. (Australia) (a)

154,295

$ 181,788

Austria - 0.3%

Erste Bank AG (a)

12,390

311,149

Bailiwick of Jersey - 0.2%

Atrium European Real Estate Ltd.

40,749

230,334

Bermuda - 1.5%

Aquarius Platinum Ltd. (Australia)

125,044

74,636

BW Offshore Ltd.

420,089

246,838

GP Investments Ltd. (depositary receipt) (a)

121,322

280,151

Kunlun Energy Co. Ltd.

268,000

497,958

Pacific Basin Shipping Ltd.

290,000

155,289

Seadrill Ltd.

6,414

259,652

TOTAL BERMUDA

1,514,524

Brazil - 9.9%

Anhanguera Educacional Participacoes SA

32,800

574,914

Arezzo Industria e Comercio SA

10,100

180,264

Banco do Brasil SA

28,200

300,876

Banco do Estado Rio Grande do Sul SA

33,650

265,913

BM&F Bovespa SA

84,100

538,293

BR Properties SA

46,500

608,995

Braskem SA (PN-A)

36,400

240,510

CCR SA

34,200

300,737

Cia.Hering SA

14,000

321,627

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

9,000

367,110

Companhia de Saneamento de Minas Gerais

7,260

171,362

Companhia Paranaense de Energia-Copel:

(PN-B)

1,195

17,651

(PN-B) sponsored ADR

14,970

220,957

Estacio Participacoes SA

13,600

259,137

Fibria Celulose SA (a)

20,500

174,009

Gerdau SA sponsored ADR

36,200

318,198

Itau Unibanco Holdings SA sponsored ADR

56,380

822,020

Lojas Americanas SA (PN)

55,833

467,325

Mills Estruturas e Servicos de Engenharia SA

18,300

280,575

Multiplus SA

5,700

132,435

Petroleo Brasileiro SA - Petrobras:

(PN) sponsored ADR (non-vtg.)

16,106

330,656

sponsored ADR

48,600

1,030,806

Sul America SA unit

8,900

70,112

TIM Participacoes SA sponsored ADR

3,353

58,275

Common Stocks - continued

Shares

Value

Brazil - continued

Ultrapar Participacoes SA

24,500

$ 513,872

Vale SA (PN-A) sponsored ADR

90,600

1,611,774

TOTAL BRAZIL

10,178,403

Canada - 1.6%

Banro Corp. (a)

20,700

95,754

Barrick Gold Corp.

5,900

238,599

First Quantum Minerals Ltd.

13,400

301,207

Goldcorp, Inc.

7,300

330,007

Pan American Silver Corp.

4,000

88,000

Torex Gold Resources, Inc. (a)

49,700

103,505

Uranium One, Inc. (a)

66,900

145,355

Yamana Gold, Inc.

18,500

373,612

TOTAL CANADA

1,676,039

Cayman Islands - 4.5%

21Vianet Group, Inc. ADR (a)

14,420

159,774

Ajisen (China) Holdings Ltd.

183,000

126,564

Anta Sports Products Ltd.

206,000

175,431

Baidu.com, Inc. sponsored ADR (a)

3,734

398,119

Belle International Holdings Ltd.

155,000

288,798

China Liansu Group Holdings Ltd.

280,000

165,109

Eurasia Drilling Co. Ltd. GDR (Reg. S)

13,217

457,308

Geely Automobile Holdings Ltd.

425,000

182,612

Gourmet Master Co. Ltd.

24,000

170,079

Greatview Aseptic Pack Co. Ltd.

579,000

303,319

Haitian International Holdings Ltd.

131,000

161,763

Hengan International Group Co. Ltd.

70,000

637,673

SINA Corp. (a)

1,300

71,019

Spreadtrum Communications, Inc. ADR

3,415

78,716

Tencent Holdings Ltd.

6,900

243,947

Uni-President China Holdings Ltd.

377,000

474,287

Veripos (a)

34,725

100,497

Xueda Education Group sponsored ADR (a)

33,300

95,904

Yingde Gases Group Co. Ltd.

327,500

310,595

TOTAL CAYMAN ISLANDS

4,601,514

Chile - 0.9%

Aguas Andinas SA

281,427

188,866

Embotelladora Andina SA Class A

35,611

179,110

Empresa Nacional de Telecomunicaciones SA (ENTEL)

11,435

232,907

Common Stocks - continued

Shares

Value

Chile - continued

Enersis SA

210,651

$ 72,107

Inversiones La Construccion SA

13,305

235,046

TOTAL CHILE

908,036

China - 6.6%

BBMG Corp. (H Shares)

196,500

168,862

China Communications Construction Co. Ltd. (H Shares)

329,000

308,621

China Construction Bank Corp. (H Shares)

1,811,000

1,364,667

China Pacific Insurance Group Co. Ltd. (H Shares)

205,300

643,711

China Shenhua Energy Co. Ltd. (H Shares)

234,500

998,510

China Suntien Green Energy Corp. Ltd. (H Shares)

1,494,600

304,704

China Telecom Corp. Ltd. (H Shares)

388,357

229,771

Dongfeng Motor Group Co. Ltd. (H Shares)

276,000

341,882

Industrial & Commercial Bank of China Ltd. (H Shares)

2,037,000

1,348,354

Maanshan Iron & Steel Ltd. (H Shares) (a)

810,000

209,031

PICC Property & Casualty Co. Ltd. (H Shares)

188,000

250,342

Shanghai Electric Group Co. Ltd. (H Shares)

846,000

343,856

Weichai Power Co. Ltd. (H Shares)

93,400

330,815

TOTAL CHINA

6,843,126

Colombia - 0.7%

Ecopetrol SA ADR

11,842

701,165

Cyprus - 0.2%

Globaltrans Investment PLC:

GDR (e)

6,900

127,650

GDR (Reg. S)

1,500

27,750

TOTAL CYPRUS

155,400

Czech Republic - 0.2%

Ceske Energeticke Zavody A/S

6,068

223,721

Egypt - 0.1%

Orascom Telecom Holding SAE unit (a)

46,100

138,531

Hong Kong - 0.8%

China Resources Power Holdings Co. Ltd.

84,000

179,921

Lenovo Group Ltd.

532,000

427,657

Sinotruk Hong Kong Ltd.

345,500

198,383

TOTAL HONG KONG

805,961

India - 3.2%

Axis Bank Ltd.

15,390

338,263

Bharti Airtel Ltd.

51,651

258,855

Grasim Industries Ltd.

2,348

152,745

Common Stocks - continued

Shares

Value

India - continued

Housing Development and Infrastructure Ltd. (a)

37,732

$ 67,287

Indiabulls Real Estate Ltd.

125,168

133,299

ITC Ltd.

138,460

727,105

JK Cement Ltd. (a)

14,380

67,363

Larsen & Toubro Ltd.

11,459

346,475

Lupin Ltd. (a)

16,696

175,773

Maruti Suzuki India Ltd.

12,229

326,811

Phoenix Mills Ltd. (a)

5,122

19,106

Power Grid Corp. of India Ltd.

70,024

148,364

SREI Infrastructure Finance Ltd.

485,175

242,114

State Bank of India

7,746

303,801

TOTAL INDIA

3,307,361

Indonesia - 1.7%

PT Bakrieland Development Tbk (a)

15,113,500

102,277

PT Bank Tabungan Negara Tbk

1,521,500

240,778

PT Indo Tambangraya Megah Tbk

53,500

226,420

PT Jasa Marga Tbk

449,500

271,430

PT Telkomunikasi Indonesia Tbk:

Series B

58,500

59,416

sponsored ADR

21,864

888,772

TOTAL INDONESIA

1,789,093

Israel - 0.4%

Bezeq Israeli Telecommunication Corp. Ltd.

140,100

170,848

Check Point Software Technologies Ltd. (a)

1,900

84,607

NICE Systems Ltd. sponsored ADR (a)

5,700

189,810

TOTAL ISRAEL

445,265

Kazakhstan - 0.2%

JSC Halyk Bank of Kazakhstan GDR unit (a)

30,100

214,011

Kenya - 0.5%

Equity Bank Ltd.

1,027,600

292,652

Safaricom Ltd.

3,989,903

206,172

TOTAL KENYA

498,824

Korea (South) - 9.7%

AMOREPACIFIC Group, Inc.

973

419,427

E-Mart Co. Ltd.

2,387

517,761

GS Engineering & Construction Corp.

4,567

257,185

Hana Financial Group, Inc.

19,890

579,195

Hyundai Heavy Industries Co. Ltd.

1,411

296,352

Common Stocks - continued

Shares

Value

Korea (South) - continued

Hyundai Industrial Development & Construction Co.

5,380

$ 96,713

KB Financial Group, Inc.

22,190

754,780

Kia Motors Corp.

1,710

95,042

Korea Electric Power Corp. (a)

10,540

273,457

Korean Reinsurance Co.

16,820

165,065

KT&G Corp.

6,796

517,965

LG Chemical Ltd.

1,768

496,192

LS Industrial Systems Ltd.

5,350

334,645

Orion Corp.

334

313,684

POSCO sponsored ADR

4,400

344,872

Samsung Electronics Co. Ltd.

2,887

3,468,666

Samsung Fire & Marine Insurance Co. Ltd.

2,412

527,608

Shinhan Financial Group Co. Ltd.

11,860

407,364

Shinhan Financial Group Co. Ltd. sponsored ADR

4,828

165,214

TOTAL KOREA (SOUTH)

10,031,187

Luxembourg - 0.3%

Subsea 7 SA

15,100

331,330

Malaysia - 0.5%

Axiata Group Bhd

136,700

293,057

Petronas Dagangan Bhd

32,500

235,588

TOTAL MALAYSIA

528,645

Mexico - 3.4%

America Movil SAB de CV Series L sponsored ADR

44,120

1,115,795

CEMEX SA de CV sponsored ADR

41,288

373,244

Desarrolladora Homex SAB de CV sponsored ADR (a)

7,350

97,388

El Puerto de Liverpool SA Class C

20,900

187,308

Fibra Uno Administracion SA de CV

95,000

250,306

Fomento Economico Mexicano SAB de CV sponsored ADR

5,200

471,172

Grupo Comercial Chedraui de CV

73,700

198,518

Grupo Televisa SA de CV (CPO) sponsored ADR

34,300

775,180

TOTAL MEXICO

3,468,911

Netherlands - 0.1%

ASML Holding NV (Netherlands)

2,775

152,548

Nigeria - 1.2%

Guaranty Trust Bank PLC

627,668

79,128

Guaranty Trust Bank PLC GDR (Reg. S)

69,900

433,380

Zenith Bank PLC

5,943,111

681,872

TOTAL NIGERIA

1,194,380

Common Stocks - continued

Shares

Value

Norway - 0.9%

ElectroMagnetic GeoServices ASA (a)

102,680

$ 223,323

Petroleum Geo-Services ASA

8,800

151,727

TGS Nopec Geophysical Co. ASA

16,928

576,015

TOTAL NORWAY

951,065

Panama - 0.4%

Copa Holdings SA Class A

4,200

389,844

Peru - 0.2%

Compania de Minas Buenaventura SA sponsored ADR

6,000

214,560

Philippines - 1.1%

Metro Pacific Investments Corp.

2,899,000

292,016

Metropolitan Bank & Trust Co.

138,200

319,440

Robinsons Land Corp.

1,121,000

518,224

TOTAL PHILIPPINES

1,129,680

Poland - 0.8%

Eurocash SA

14,100

172,195

Powszechny Zaklad Ubezpieczen SA

5,375

627,966

TOTAL POLAND

800,161

Russia - 5.8%

Bank St. Petersburg OJSC

41,600

76,567

DIXY Group OJSC (a)

17,805

188,095

Gazprom OAO sponsored ADR

70,532

644,662

LSR Group OJSC GDR (Reg. S)

24,100

116,042

Lukoil Oil Co. (a)

3,200

194,292

Magnit OJSC

1,822

259,555

Magnit OJSC GDR (Reg. S)

4,900

173,950

Magnitogorsk Iron & Steel Works OJSC unit (a)

30,900

133,241

Mobile TeleSystems OJSC (a)

80,060

589,037

Mobile TeleSystems OJSC sponsored ADR

28,390

486,605

NOVATEK OAO GDR (Reg. S)

5,200

592,800

OGK-4 OJSC (a)

6,094,400

500,679

Raspadskaya OAO (a)

38,412

75,745

Rosneft Oil Co. OJSC

14,500

107,608

RusHydro JSC sponsored ADR

67,240

159,628

Sberbank (Savings Bank of the Russian Federation)

379,050

1,109,639

Sistema JSFC (a)

156,700

117,879

TNK-BP Holding

49,360

100,764

Uralkali OJSC GDR (Reg. S)

9,100

356,538

TOTAL RUSSIA

5,983,326

Common Stocks - continued

Shares

Value

Singapore - 0.9%

First Resources Ltd.

277,000

$ 465,527

Global Logistic Properties Ltd.

201,000

423,487

TOTAL SINGAPORE

889,014

South Africa - 2.9%

AngloGold Ashanti Ltd.

9,100

307,447

Aspen Pharmacare Holdings Ltd.

17,500

318,892

Blue Label Telecoms Ltd.

171,800

133,546

Impala Platinum Holdings Ltd.

29,100

523,559

JSE Ltd.

54,670

443,443

Life Healthcare Group Holdings Ltd.

72,400

273,797

Naspers Ltd. Class N

11,500

746,595

Reunert Ltd.

18,500

162,967

Wilson Bayly Holmes-Ovcon Ltd.

3,600

58,999

TOTAL SOUTH AFRICA

2,969,245

Taiwan - 5.5%

Asia Cement Corp.

186,430

232,319

Cheng Uei Precision Industries Co. Ltd.

135,339

299,775

Chinatrust Financial Holding Co. Ltd.

640,042

352,779

Chroma ATE, Inc.

74,000

140,856

Hon Hai Precision Industry Co. Ltd. (Foxconn)

209,500

636,174

MediaTek, Inc.

37,000

411,041

Synnex Technology International Corp.

155,000

327,936

Taiwan Fertilizer Co. Ltd.

99,000

235,892

Taiwan Mobile Co. Ltd.

95,000

331,736

Taiwan Semiconductor Manufacturing Co. Ltd.

408,000

1,243,307

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

45,700

726,630

Unified-President Enterprises Corp.

279,660

494,025

Yuanta Financial Holding Co. Ltd.

576,000

260,294

TOTAL TAIWAN

5,692,764

Thailand - 0.8%

Bangkok Bank Public Co. Ltd. (For. Reg.)

92,900

548,252

PTT Global Chemical PCL (For. Reg.)

124,400

247,421

TOTAL THAILAND

795,673

Turkey - 0.8%

Aygaz A/S

52,000

239,621

TAV Havalimanlari Holding A/S

62,000

307,838

Turkiye Is Bankasi A/S Series C

84,900

288,921

TOTAL TURKEY

836,380

Common Stocks - continued

Shares

Value

United Kingdom - 0.6%

Evraz PLC

32,100

$ 122,355

Hikma Pharmaceuticals PLC

15,011

179,137

Kazakhmys PLC

26,800

306,632

TOTAL UNITED KINGDOM

608,124

United States of America - 0.9%

Cognizant Technology Solutions Corp. Class A (a)

6,300

419,895

CTC Media, Inc.

20,050

168,220

Universal Display Corp. (a)

9,027

295,905

TOTAL UNITED STATES OF AMERICA

884,020

TOTAL COMMON STOCKS

(Cost $67,155,590)


72,575,102

Nonconvertible Preferred Stocks - 1.9%

 

 

 

 

Korea (South) - 1.0%

Hyundai Motor Co. Series 2

9,913

650,066

Samsung Electronics Co. Ltd.

467

339,225

TOTAL KOREA (SOUTH)

989,291

Russia - 0.9%

Sberbank (Savings Bank of the Russian Federation) (a)

209,600

441,379

Surgutneftegaz JSC

833,750

516,404

TOTAL RUSSIA

957,783

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $1,906,405)


1,947,074

Nonconvertible Bonds - 7.3%

 

Principal
Amount

 

Bermuda - 0.2%

Qtel International Finance Ltd. 5% 10/19/25 (e)

$ 200,000

226,260

Canada - 0.2%

Pacific Rubiales Energy Corp. 7.25% 12/12/21 (e)

200,000

238,500

Cayman Islands - 0.1%

Odebrecht Finance Ltd. 7.5% (e)(f)

100,000

107,000

Chile - 0.1%

Corporacion Nacional del Cobre de Chile (Codelco) 6.15% 10/24/36 (e)

100,000

130,477

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Costa Rica - 0.2%

Instituto Costarricense de Electricidad 6.95% 11/10/21 (e)

$ 200,000

$ 222,500

Croatia - 0.2%

Agrokor d.d. 8.875% 2/1/20 (e)

200,000

208,000

Georgia - 0.2%

JSC Georgian Railway 7.75% 7/11/22 (e)

200,000

224,000

Guatemala - 0.1%

Industrial Senior Trust 5.5% 11/1/22 (e)

100,000

101,000

Indonesia - 0.8%

PT Pertamina Persero:

5.25% 5/23/21 (e)

550,000

611,875

6.5% 5/27/41 (e)

200,000

237,000

TOTAL INDONESIA

848,875

Ireland - 0.2%

Vnesheconombank Via VEB Finance PLC 5.375% 2/13/17 (e)

200,000

219,250

Israel - 0.2%

Israel Electric Corp. Ltd. 6.7% 2/10/17 (e)

200,000

218,500

Kazakhstan - 0.2%

Zhaikmunai Finance BV 10.5% 10/19/15 (e)

150,000

164,625

Mexico - 0.4%

Petroleos Mexicanos:

5.5% 1/21/21

250,000

294,000

6.625% (e)(f)

100,000

107,250

TOTAL MEXICO

401,250

Netherlands - 0.8%

Access Finance BV 7.25% 7/25/17 (e)

200,000

209,500

KazMunaiGaz Finance Sub BV:

6.375% 4/9/21 (e)

100,000

118,750

9.125% 7/2/18 (e)

150,000

195,000

11.75% 1/23/15 (e)

100,000

119,880

Majapahit Holding BV 8% 8/7/19 (e)

100,000

127,000

TOTAL NETHERLANDS

770,130

Philippines - 0.2%

Power Sector Assets and Liabilities Management Corp. 7.39% 12/2/24 (e)

125,000

174,850

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Sweden - 0.2%

PKO Finance AB 4.63% 9/26/22 (e)

$ 200,000

$ 206,500

Trinidad & Tobago - 0.1%

Petroleum Co. of Trinidad & Tobago Ltd. 9.75% 8/14/19 (e)

100,000

132,000

Turkey - 0.1%

Akbank T.A.S. 3.875% 10/24/17 (e)

150,000

148,500

United States of America - 0.5%

Pemex Project Funding Master Trust:

6.625% 6/15/35

200,000

251,000

8.625% 2/1/22

175,000

221,375

TOTAL UNITED STATES OF AMERICA

472,375

Venezuela - 2.3%

Petroleos de Venezuela SA:

4.9% 10/28/14

1,100,000

1,014,750

5.375% 4/12/27

400,000

251,000

5.5% 4/12/37

600,000

363,000

8.5% 11/2/17 (e)

450,000

402,750

12.75% 2/17/22 (e)

300,000

306,750

TOTAL VENEZUELA

2,338,250

TOTAL NONCONVERTIBLE BONDS

(Cost $6,911,731)


7,552,842

Government Obligations - 17.2%

 

Aruba - 0.2%

Aruba Government 4.625% 9/14/23 (e)

200,000

199,500

Barbados - 0.1%

Barbados Government 7% 8/4/22 (e)

100,000

101,500

Belarus - 0.3%

Belarus Republic:

8.75% 8/3/15 (Reg. S)

225,000

222,188

8.95% 1/26/18

100,000

98,750

TOTAL BELARUS

320,938

Belize - 0.1%

Belize Government 8.5% 2/20/29 (c)(e)

150,000

60,000

Bermuda - 0.1%

Bermuda Government 5.603% 7/20/20 (e)

100,000

116,500

Government Obligations - continued

 

Principal
Amount

Value

Bolivia - 0.2%

Plurinational State of Bolivia 4.875% 10/29/22 (e)

$ 200,000

$ 200,500

Brazil - 1.3%

Brazilian Federative Republic:

7.125% 1/20/37

200,000

300,500

10.125% 5/15/27

150,000

271,500

12.25% 3/6/30

350,000

721,000

TOTAL BRAZIL

1,293,000

Cayman Islands - 0.1%

Cayman Island Government 5.95% 11/24/19 (e)

100,000

116,500

Colombia - 0.2%

Colombian Republic 10.375% 1/28/33

90,000

165,150

Congo - 0.1%

Congo Republic 3% 6/30/29 (d)

95,000

79,800

Croatia - 0.5%

Croatia Republic:

6.25% 4/27/17 (e)

200,000

219,500

6.375% 3/24/21 (e)

200,000

227,000

6.625% 7/14/20 (e)

100,000

115,130

TOTAL CROATIA

561,630

Ecuador - 0.2%

Ecuador Republic 9.375% 12/15/15 (e)

236,000

238,360

El Salvador - 0.2%

El Salvador Republic 7.375% 12/1/19 (e)

175,000

203,875

Ghana - 0.1%

Ghana Republic 8.5% 10/4/17 (e)

100,000

116,000

Guatemala - 0.2%

Guatemalan Republic 5.75% 6/6/22 (e)

200,000

228,500

Hungary - 0.5%

Hungarian Republic:

4.75% 2/3/15

365,000

373,687

7.625% 3/29/41

100,000

118,000

TOTAL HUNGARY

491,687

Government Obligations - continued

 

Principal
Amount

Value

Iceland - 0.2%

Republic of Iceland:

4.875% 6/16/16 (e)

$ 100,000

$ 104,625

5.875% 5/11/22 (e)

100,000

109,750

TOTAL ICELAND

214,375

Indonesia - 0.4%

Indonesian Republic:

7.75% 1/17/38 (e)

175,000

264,915

8.5% 10/12/35 (e)

100,000

160,250

TOTAL INDONESIA

425,165

Iraq - 0.5%

Republic of Iraq 5.8% 1/15/28 (Reg. S)

550,000

514,250

Ivory Coast - 0.5%

Ivory Coast 3.75% 12/31/32 (c)(d)

575,000

516,063

Latvia - 0.2%

Latvian Republic 5.25% 2/22/17 (e)

200,000

220,500

Lebanon - 0.5%

Lebanese Republic:

6.1% 10/4/22

190,000

192,613

11.625% 5/11/16 (Reg. S)

250,000

305,000

TOTAL LEBANON

497,613

Lithuania - 0.5%

Lithuanian Republic:

6.125% 3/9/21 (e)

100,000

119,750

6.625% 2/1/22 (e)

200,000

247,000

7.375% 2/11/20 (e)

100,000

127,125

TOTAL LITHUANIA

493,875

Mexico - 0.7%

United Mexican States:

5.75% 10/12/10

124,000

146,320

6.05% 1/11/40

200,000

266,000

6.75% 9/27/34

200,000

282,000

TOTAL MEXICO

694,320

Namibia - 0.2%

Republic of Namibia 5.5% 11/3/21 (e)

200,000

223,320

Government Obligations - continued

 

Principal
Amount

Value

Netherlands - 0.3%

Republic of Angola 7% 8/16/19 (Issued by Northern Lights III BV for Republic of Angola) (Reg. S)

$ 250,000

$ 279,375

Nigeria - 0.6%

Republic of Nigeria 6.75% 1/28/21 (e)

550,000

631,125

Panama - 0.3%

Panamanian Republic:

8.875% 9/30/27

55,000

89,238

9.375% 4/1/29

150,000

257,250

TOTAL PANAMA

346,488

Peru - 0.6%

Peruvian Republic 8.75% 11/21/33

345,000

600,300

Philippines - 1.1%

Philippine Republic:

6.375% 10/23/34

150,000

208,500

7.75% 1/14/31

125,000

193,125

10.625% 3/16/25

425,000

746,938

TOTAL PHILIPPINES

1,148,563

Poland - 0.2%

Polish Government:

5% 3/23/22

35,000

40,819

6.375% 7/15/19

135,000

168,075

TOTAL POLAND

208,894

Qatar - 0.3%

State of Qatar 5.75% 1/20/42 (e)

200,000

257,000

Romania - 0.2%

Romanian Republic 6.75% 2/7/22 (e)

190,000

219,450

Russia - 1.7%

Russian Federation:

5.625% 4/4/42 (e)

200,000

241,000

7.5% 3/31/30 (Reg. S)

697,500

882,338

11% 7/24/18 (Reg. S)

200,000

293,000

12.75% 6/24/28 (Reg. S)

175,000

345,188

TOTAL RUSSIA

1,761,526

Senegal - 0.2%

Republic of Senegal 8.75% 5/13/21 (e)

200,000

242,000

Serbia - 0.0%

Republic of Serbia 6.75% 11/1/24 (e)

41,667

41,250

Government Obligations - continued

 

Principal
Amount

Value

Slovakia - 0.2%

Slovakia Republic 4.375% 5/21/22 (e)

$ 200,000

$ 214,000

Slovenia - 0.2%

Republic of Slovenia 5.5% 10/26/22 (e)

200,000

199,500

South Africa - 0.1%

South African Republic 4.665% 1/17/24

100,000

110,250

Sri Lanka - 0.3%

Democratic Socialist Republic of Sri Lanka:

5.875% 7/25/22 (e)

200,000

221,000

6.25% 10/4/20 (e)

100,000

112,500

TOTAL SRI LANKA

333,500

Turkey - 1.3%

Turkish Republic:

7% 6/5/20

300,000

375,000

7.5% 7/14/17

100,000

121,000

11.875% 1/15/30

450,000

855,000

TOTAL TURKEY

1,351,000

Ukraine - 0.3%

Ukraine Government:

7.75% 9/23/20 (e)

100,000

104,370

9.25% 7/24/17 (e)

200,000

217,760

TOTAL UKRAINE

322,130

Uruguay - 0.1%

Uruguay Republic 7.625% 3/21/36

75,000

116,250

Venezuela - 0.9%

Venezuelan Republic:

7.75% 10/13/19 (Reg. S)

85,000

73,738

11.75% 10/21/26 (Reg. S)

300,000

300,750

11.95% 8/5/31 (Reg. S)

350,000

354,375

12.75% 8/23/22

135,000

144,113

TOTAL VENEZUELA

872,976

Zambia - 0.2%

Republic of Zambia 5.375% 9/20/22 (e)

200,000

201,400

TOTAL GOVERNMENT OBLIGATIONS

(Cost $15,928,776)


17,749,898

Money Market Funds - 3.0%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)
(Cost $3,099,243)

3,099,243

$ 3,099,243

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $95,001,745)

102,924,159

NET OTHER ASSETS (LIABILITIES) - 0.1%

102,208

NET ASSETS - 100%

$ 103,026,367

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) Non-income producing - Security is in default.

(d) Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate 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 $11,907,822 or 11.6% of net assets.

(f) Security is perpetual in nature with no stated maturity date.

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

$ 3,818

Fidelity Securities Lending Cash Central Fund

315

Total

$ 4,133

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 6,231,147

$ 6,231,147

$ -

$ -

Consumer Staples

6,577,159

6,577,159

-

-

Energy

9,569,545

9,569,545

-

-

Financials

19,085,912

18,331,132

754,780

-

Health Care

947,599

947,599

-

-

Industrials

5,289,474

5,289,474

-

-

Information Technology

10,115,607

8,719,752

1,395,855

-

Materials

9,131,743

8,671,551

460,192

-

Telecommunication Services

5,177,656

4,888,469

289,187

-

Utilities

2,396,334

2,122,877

273,457

-

Corporate Bonds

7,552,842

-

7,552,842

-

Government Obligations

17,749,898

-

17,749,898

-

Money Market Funds

3,099,243

3,099,243

-

-

Total Investments in Securities:

$ 102,924,159

$ 74,447,948

$ 28,476,211

$ -

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

AAA,AA,A

1.6%

BBB

10.7%

BB

4.5%

B

5.0%

CCC,CC,C

0.3%

Not Rated

2.4%

Equities

72.4%

Short-Term Investments and
Net Other Assets

3.1%

 

100.0%

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the date indicated and do not reflect subsequent changes.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Total Emerging Markets Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $91,902,502)

$ 99,824,916

 

Fidelity Central Funds (cost $3,099,243)

3,099,243

 

Total Investments (cost $95,001,745)

 

$ 102,924,159

Cash

 

705,020

Foreign currency held at value (cost $27,710)

27,720

Receivable for investments sold

768,066

Receivable for fund shares sold

90,619

Dividends receivable

92,479

Interest receivable

361,664

Distributions receivable from Fidelity Central Funds

312

Receivable from investment adviser for expense reductions

32,905

Other receivables

7,009

Total assets

105,009,953

 

 

 

Liabilities

Payable for investments purchased

$ 1,645,445

Payable for fund shares redeemed

67,594

Accrued management fee

69,068

Distribution and service plan fees payable

8,928

Other affiliated payables

20,243

Other payables and accrued expenses

172,308

Total liabilities

1,983,586

 

 

 

Net Assets

$ 103,026,367

Net Assets consist of:

 

Paid in capital

$ 95,354,127

Undistributed net investment income

1,406,377

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(1,593,639)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

7,859,502

Net Assets

$ 103,026,367

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Total Emerging Markets Fund
Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2012

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($7,675,347 ÷ 706,507 shares)

$ 10.86

 

 

 

Maximum offering price per share (100/94.25 of $10.86)

$ 11.52

Class T:
Net Asset Value
and redemption price per share ($5,822,909 ÷ 537,125 shares)

$ 10.84

 

 

 

Maximum offering price per share (100/96.50 of $10.84)

$ 11.23

Class C:
Net Asset Value
and offering price per share ($5,824,450 ÷ 539,492 shares)A

$ 10.80

 

 

 

Total Emerging Markets:
Net Asset Value
, offering price and redemption price per share ($81,416,417 ÷ 7,478,534 shares)

$ 10.89

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($2,287,244 ÷ 210,097 shares)

$ 10.89

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

 

 

For the period
November 1, 2011
(commencement of
operations) to
October 31, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 1,585,174

Interest

 

1,369,434

Income from Fidelity Central Funds

 

4,133

Income before foreign taxes withheld

 

2,958,741

Less foreign taxes withheld

 

(172,929)

Total income

 

2,785,812

 

 

 

Expenses

Management fee

$ 633,456

Transfer agent fees

147,018

Distribution and service plan fees

91,027

Accounting and security lending fees

40,641

Custodian fees and expenses

250,107

Independent trustees' compensation

459

Registration fees

129,540

Audit

59,305

Legal

288

Miscellaneous

484

Total expenses before reductions

1,352,325

Expense reductions

(179,390)

1,172,935

Net investment income (loss)

1,612,877

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $2,465)

(1,514,743)

Foreign currency transactions

(71,319)

Total net realized gain (loss)

 

(1,586,062)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $61,936)

7,860,478

Assets and liabilities in foreign currencies

(976)

Total change in net unrealized appreciation (depreciation)

 

7,859,502

Net gain (loss)

6,273,440

Net increase (decrease) in net assets resulting from operations

$ 7,886,317

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Total Emerging Markets Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

For the period
November 1, 2011
(commencement of
operations) to
October 31, 2012

Increase (Decrease) in Net Assets

 

Operations

 

Net investment income (loss)

$ 1,612,877

Net realized gain (loss)

(1,586,062)

Change in net unrealized appreciation (depreciation)

7,859,502

Net increase (decrease) in net assets resulting from operations

7,886,317

Distributions to shareholders from net investment income

(96,645)

Share transactions - net increase (decrease)

95,209,478

Redemption fees

27,217

Total increase (decrease) in net assets

103,026,367

 

 

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $1,406,377)

$ 103,026,367

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Period ended October 31,

2012 F

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) C

  .20

Net realized and unrealized gain (loss)

  .68

Total from investment operations

  .88

Distributions from net investment income

  (.02)

Redemption fees added to paid in capital C, H

  -

Net asset value, end of period

$ 10.86

Total Return A, B

  8.80%

Ratios to Average Net Assets D, G

 

Expenses before reductions

  1.87%

Expenses net of fee waivers, if any

  1.65%

Expenses net of all reductions

  1.62%

Net investment income (loss)

  1.92%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 7,675

Portfolio turnover rate E

  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 For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Period ended October 31,

2012 F

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) C

  .17

Net realized and unrealized gain (loss)

  .68

Total from investment operations

  .85

Distributions from net investment income

  (.01)

Redemption fees added to paid in capital C, H

  -

Net asset value, end of period

$ 10.84

Total Return A, B

  8.56%

Ratios to Average Net Assets D, G

 

Expenses before reductions

  2.10%

Expenses net of fee waivers, if any

  1.90%

Expenses net of all reductions

  1.87%

Net investment income (loss)

  1.67%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 5,823

Portfolio turnover rate E

  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 For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Period ended October 31,

2012 F

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) C

  .12

Net realized and unrealized gain (loss)

  .69

Total from investment operations

  .81

Distributions from net investment income

  (.01)

Redemption fees added to paid in capital C, H

  -

Net asset value, end of period

$ 10.80

Total Return A, B

  8.07%

Ratios to Average Net Assets D, G

 

Expenses before reductions

  2.63%

Expenses net of fee waivers, if any

  2.40%

Expenses net of all reductions

  2.37%

Net investment income (loss)

  1.17%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 5,824

Portfolio turnover rate E

  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 For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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 Emerging Markets

Period ended October 31,

2012 E

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) B

  .22

Net realized and unrealized gain (loss)

  .69

Total from investment operations

  .91

Distributions from net investment income

  (.02)

Redemption fees added to paid in capital B, G

  -

Net asset value, end of period

$ 10.89

Total Return A

  9.15%

Ratios to Average Net Assets C, F

 

Expenses before reductions

  1.60%

Expenses net of fee waivers, if any

  1.40%

Expenses net of all reductions

  1.38%

Net investment income (loss)

  2.16%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 81,416

Portfolio turnover rate D

  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 For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Period ended October 31,

2012 E

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) B

  .22

Net realized and unrealized gain (loss)

  .69

Total from investment operations

  .91

Distributions from net investment income

  (.02)

Redemption fees added to paid in capital B, G

  -

Net asset value, end of period

$ 10.89

Total Return A

  9.15%

Ratios to Average Net Assets C, F

 

Expenses before reductions

  1.62%

Expenses net of fee waivers, if any

  1.40%

Expenses net of all reductions

  1.37%

Net investment income (loss)

  2.17%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 2,287

Portfolio turnover rate D

  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 For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Fidelity Total Emerging Markets Fund


Notes to Financial Statements

For the period ended October 31, 2012

1. Organization.

Fidelity Total Emerging Markets 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 Emerging Markets and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. 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, 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

Annual Report

Fidelity Total Emerging Markets Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

securities. For corporate bonds and foreign government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in

Annual Report

Fidelity Total Emerging Markets Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income 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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to 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

$ 10,983,917

Gross unrealized depreciation

(3,416,206)

Net unrealized appreciation (depreciation) on securities and other investments

$ 7,567,711

 

 

Tax Cost

$ 95,356,448

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 1,401,667

Capital loss carryforward

$ (1,234,216)

Net unrealized appreciation (depreciation)

$ 7,566,725

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

No expiration

 

Short-term

$ (1,234,216)

The tax character of distributions paid was as follows:

 

October 31, 2012

Ordinary Income

$ 96,645

Annual Report

Fidelity Total Emerging Markets Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares purchased by investors and held 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.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $144,030,449 and $50,601,679, 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 an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .80% of the Fund's average net assets.

Annual Report

5. 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%

$ 15,320

$ 13,743

Class T

.25%

.25%

22,574

15,459

Class C

.75%

.25%

53,133

52,688

 

 

 

$ 91,027

$ 81,890

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, and Class C redemptions. The deferred sales charges range from 1.00% for Class C shares, 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

$ 2,010

Class T

842

Class C*

51

 

$ 2,903

* When 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

Fidelity Total Emerging Markets Fund

Notes to Financial Statements - continued

5. 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

$ 11,782

.19

Class T

8,511

.19

Class C

10,121

.19

Total Emerging Markets

112,796

.19

Institutional Class

3,808

.18

 

$ 147,018

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $435 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $127 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

Annual Report

7. Security Lending - continued

additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. 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 $315. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Effective November 1, 2011, 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, 2013. 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

1.65%

$ 13,791

Class T

1.90%

9,129

Class C

2.40%

12,487

Total Emerging Markets

1.40%

120,371

Institutional Class

1.40%

4,771

 

 

$ 160,549

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 $18,638 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 $203.

Annual Report

Fidelity Total Emerging Markets Fund

Notes to Financial Statements - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 

Period ended
October 31,
2012
A

From net investment income

 

Class A

$ 9,099

Class T

4,204

Class C

3,000

Total Emerging Markets

75,940

Institutional Class

4,402

Total

$ 96,645

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

 

Period ended
October 31,
2012
A

Period ended
October 31,
2012
A

Class A

 

 

Shares sold

723,537

$ 7,311,002

Reinvestment of distributions

949

9,099

Shares redeemed

(17,979)

(179,387)

Net increase (decrease)

706,507

$ 7,140,714

Class T

 

 

Shares sold

597,107

$ 6,082,522

Reinvestment of distributions

439

4,204

Shares redeemed

(60,421)

(637,924)

Net increase (decrease)

537,125

$ 5,448,802

Class C

 

 

Shares sold

540,321

$ 5,429,037

Reinvestment of distributions

314

3,000

Shares redeemed

(1,143)

(12,081)

Net increase (decrease)

539,492

$ 5,419,956

Total Emerging Markets

 

 

Shares sold

8,901,615

$ 89,854,661

Reinvestment of distributions

7,686

73,759

Shares redeemed

(1,430,767)

(14,834,512)

Net increase (decrease)

7,478,534

$ 75,093,908

Institutional Class

 

 

Shares sold

209,638

$ 2,101,696

Reinvestment of distributions

459

4,402

Net increase (decrease)

210,097

$ 2,106,098

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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 32% 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 the Shareholders of Fidelity Total Emerging Markets 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 Total Emerging Markets Fund (a fund of Fidelity Investment Trust) at October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for the period indicated and the financial highlights for each of the period 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 Total Emerging Markets 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 17, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Total Emerging Markets 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

12/10/12

12/7/12

$0.169

$0.014

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:

December 23, 2011

Income

Taxes

Institutional Class

$0.014

$0.0009

December 29, 2011

 

 

Institutional Class

$0.008

$0.0000

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

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 23, 2011

 

Institutional Class

48%

December 29, 2011

 

Institutional Class

50%

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Total Emerging Markets Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, 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.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. As the fund recently commenced operations the Board did not believe that it was appropriate to assign significant weight to its limited investment performance.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Annual Report

Management Fee. The Board considered two proprietary management fee comparisons for the period of the fund's operation 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.

Fidelity Total Emerging Markets Fund

eki693726

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for the period.

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 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 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 of the fund 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.

The Board noted that the total expense ratio of each of Class A and the retail class of the fund ranked below its competitive median for the period, the total expense ratio of Class C ranked equal to its competitive median for the period, and the total expense ratio of each of Class T and Institutional Class ranked above its competitive median for the period. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans.

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class C, Institutional Class, and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.65%, 1.90%, 2.40%, 1.40%, and 1.40% through December 31, 2012.

Annual Report

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of 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.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board 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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investments (Japan) Limited

FIL Investment Advisors (UK) Limited

FIL Investment Advisors

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

ATEKI-UANN-1212
1.931260.100

Fidelity®

Emerging Markets Discovery

Fund
and Fidelity
®

Total Emerging Markets

Fund

Annual Report

October 31, 2012

(Fidelity Cover Art)


Contents

Fidelity® Emerging Markets Discovery 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.

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.

Fidelity Total 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.

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. © 2012 FMR LLC. All rights reserved.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the funds. This report is not authorized for distribution to prospective investors in the funds unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Annual Report

Fidelity Emerging Markets Discovery 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 take Fidelity® Emerging Markets Discovery Fund's cumulative total return and show you what would have happened if Fidelity® Emerging Markets Discovery Fund shares had performed at a constant rate each year. These numbers will be reported once the fund is a year old.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Emerging Markets Discovery Fund, a class of the fund, on November 1, 2011, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® Emerging Markets SMID Cap Index performed over the same period.

emd342131

Annual Report

Fidelity Emerging Markets Discovery Fund


Management's Discussion of Fund Performance

Market Recap: Emerging-markets stocks gained 2.98% for the year ending October 31, 2012, as measured by the MSCI® Emerging Markets Index. After some early choppiness, the index rallied strongly in the first two months of 2012 but retreated from March through May amid renewed concerns about Europe's sovereign debt crisis and continued economic sluggishness in key countries such as China and Brazil. A general uptrend in the final five months of the period lifted the index into positive territory for the full year, despite the head wind of a generally stronger U.S. dollar. Major benchmark component Brazil was a drag on performance, falling roughly 13%. The nation's inflation rate crept higher while economic growth ebbed, creating an unfavorable backdrop for stocks here. India's market retreated about 5%, while Russia gave up 4%. Conversely, Hong Kong advanced approximately 17%, aided by rebounding shares of property developers, while South Africa added 7%, China rose roughly 5% and South Korea and Taiwan gained about 4% and 1%, respectively. Sentiment about Chinese stocks improved following the government's September approval of massive outlays for infrastructure projects, in hopes of halting that nation's economic slowdown. However, China's ongoing transition to new Communist Party leadership created uncertainty that kept some investors on the sidelines.

Comments from Ashish Swarup, Portfolio Manager of Fidelity® Emerging Markets Discovery Fund: From its inception on November 1, 2011, through October 31, 2012, the fund's Retail Class shares rose 19.35%, easily outpacing the 5.96% gain of the MSCI® Emerging Markets SMID Cap Index. My focus on high-quality, steady growers worked well during this volatile period, including a stake in Uni-President Enterprises, Taiwan's largest food and beverage producer with a stake in local convenience stores. The fund benefited from its large out-of-benchmark position in the stock, which rose steadily for much of the period. South Korea's Yuhan was a standout value play. By spring 2012, shares of the health care products manufacturer were trading at an extremely cheap valuation. Establishing a position in May turned out to be the right call, as investors began to believe in the strength of the company's franchise and drove up the stock through period end, leaving Yuhan as the fund's top contributor. Among major detractors was Lianhua Supermarket Holdings. The Chinese grocery chain faced a difficult macroeconomic environment in that country, as well as government-imposed restrictions on coupons and gift cards, which hurt the chain's profits and its stock price. Exposure to India through two exchange-traded funds (since sold) 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 Emerging Markets Discovery 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012
to October 31, 2012

Class A

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,072.10

$ 8.85

HypotheticalA

 

$ 1,000.00

$ 1,016.59

$ 8.62

Class T

1.95%

 

 

 

Actual

 

$ 1,000.00

$ 1,071.30

$ 10.15

HypotheticalA

 

$ 1,000.00

$ 1,015.33

$ 9.88

Class C

2.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,068.70

$ 12.74

HypotheticalA

 

$ 1,000.00

$ 1,012.82

$ 12.40

Emerging Markets Discovery

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,073.90

$ 7.56

HypotheticalA

 

$ 1,000.00

$ 1,017.85

$ 7.35

Institutional Class

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,073.90

$ 7.56

HypotheticalA

 

$ 1,000.00

$ 1,017.85

$ 7.35

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 184/366 (to reflect the one-half year period).

Annual Report

Fidelity Emerging Markets Discovery Fund


Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Unified-President Enterprises Corp. (Taiwan, Food Products)

1.4

2.1

LG Corp. (Korea (South), Industrial Conglomerates)

1.4

0.8

BS Financial Group, Inc. (Korea (South), Commercial Banks)

1.3

0.9

China Insurance International Holdings Co. Ltd. (Hong Kong, Insurance)

1.2

0.6

Samson Holding Ltd. (Cayman Islands, Household Durables)

1.2

0.9

 

6.5

Top Five Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.2

18.1

Consumer Staples

17.3

16.5

Industrials

14.5

14.0

Consumer Discretionary

12.7

11.1

Information Technology

11.3

10.2

Top Five Countries as of October 31, 2012

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Taiwan

14.1

13.5

Korea (South)

12.8

13.1

India

9.2

0.9

South Africa

8.9

8.5

Cayman Islands

8.3

7.6

Percentages are adjusted for the effect of open futures contracts, if applicable.

Asset Allocation (% of fund's net assets)

As of October 31, 2012

As of April 30, 2012

emd342133

Stocks and
Investment
Companies 97.2%

 

emd342133

Stocks and
Investment
Companies 96.0%

 

jmcw

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.8%

 

jmcw

Short-Term
Investments and
Net Other Assets
(Liabilities) 4.0%

 

emd342139

Annual Report

Fidelity Emerging Markets Discovery Fund


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 96.5%

Shares

Value

Bailiwick of Jersey - 0.9%

Atrium European Real Estate Ltd.

73,315

$ 414,414

Bermuda - 6.4%

ARA Asset Management Ltd. (c)

282,000

366,429

GP Investments Ltd. (depositary receipt) (a)

144,317

333,250

Pacific Basin Shipping Ltd.

848,000

454,087

Texwinca Holdings Ltd.

452,000

359,848

Trinity Ltd.

456,000

319,492

Vtech Holdings Ltd.

30,500

362,259

Wilson Sons Ltd. unit

25,655

356,205

Yue Yuen Industrial (Holdings) Ltd.

112,500

388,304

TOTAL BERMUDA

2,939,874

Brazil - 3.0%

Duratex SA

53,339

371,079

LPS Brasil Consultoria de Imoveis SA

16,628

285,723

Oi SA

61,940

292,765

Porto Seguro SA

39,080

415,612

TOTAL BRAZIL

1,365,179

Cayman Islands - 8.3%

ASM Pacific Technology Ltd.

30,400

338,909

Boer Power Holdings Ltd.

1,149,000

415,120

Haitian International Holdings Ltd.

235,000

290,185

Kingboard Chemical Holdings Ltd.

117,500

349,465

Lee & Man Paper Manufacturing Ltd.

781,000

410,148

O-Net Communications Group Ltd.

1,397,000

369,527

Samson Holding Ltd.

3,736,000

535,088

Value Partners Group Ltd.

725,000

395,707

Yingde Gases Group Co. Ltd.

406,000

385,043

Yip's Chemical Holdings Ltd.

450,105

303,746

TOTAL CAYMAN ISLANDS

3,792,938

Chile - 5.1%

Compania Cervecerias Unidas SA sponsored ADR

6,256

443,738

Embotelladora Andina SA sponsored ADR

10,053

380,808

Isapre CruzBlanca SA

377,800

494,520

Parque Arauco SA

188,928

431,533

Quinenco SA

123,729

352,299

Sociedad Matriz SAAM SA

2,030,814

237,417

TOTAL CHILE

2,340,315

Common Stocks - continued

Shares

Value

China - 4.1%

China BlueChemical Ltd. (H Shares)

726,000

$ 459,953

China Oilfield Services Ltd. (H Shares)

178,000

337,624

China Shipping Development Co. Ltd. (H Shares)

776,000

407,523

Dongfeng Motor Group Co. Ltd. (H Shares)

286,000

354,269

Lianhua Supermarket Holdings Ltd. (H Shares)

416,000

336,018

TOTAL CHINA

1,895,387

Colombia - 0.7%

Bolsa de Valores de Colombia

17,742,190

311,884

Hong Kong - 4.2%

China Insurance International Holdings Co. Ltd. (a)

329,400

564,439

China Resources Power Holdings Co. Ltd.

172,000

368,411

Dah Chong Hong Holdings Ltd.

364,000

343,332

Television Broadcasts Ltd.

45,000

335,320

Vitasoy International Holdings Ltd.

346,000

328,586

TOTAL HONG KONG

1,940,088

India - 9.2%

Britannia Industries Ltd. (a)

39,964

359,234

Container Corp. of India Ltd.

18,029

336,437

DB Corp. Ltd.

72,284

281,519

Max India Ltd. (a)

82,604

371,683

Oberoi Realty Ltd. (a)

74,721

379,195

Pidilite Industries Ltd. (a)

92,320

329,953

Piramal Enterprises Ltd.

39,631

365,779

Punjab National Bank

28,154

399,512

Redington India Ltd.

205,537

309,614

Satyam Computer Services Ltd. (a)

232,067

470,992

Smithkline Beecham Consumer Healthcare Ltd.

4,666

263,370

Trent Ltd.

17,012

351,954

TOTAL INDIA

4,219,242

Indonesia - 2.2%

PT Astra Graphia Tbk

2,285,500

333,127

PT Kalbe Farma Tbk

3,550,500

358,560

PT Ramayana Lestari Sentosa Tbk

2,877,000

332,479

TOTAL INDONESIA

1,024,166

Kenya - 0.8%

Safaricom Ltd.

6,662,734

344,287

Korea (South) - 12.8%

AMOREPACIFIC Corp.

338

384,401

Common Stocks - continued

Shares

Value

Korea (South) - continued

BS Financial Group, Inc.

52,000

$ 589,001

DuzonBizon Co. Ltd. (a)

28,320

285,714

E-Mart Co. Ltd.

1,665

361,153

Green Cross Holdings Corp.

30,650

477,887

Kiwoom Securities Co. Ltd.

6,127

310,194

LG Corp.

10,280

627,933

LG Fashion Corp.

12,330

343,782

LG Household & Health Care Ltd.

841

494,425

Nong Shim Co. Ltd.

1,612

381,444

S1 Corp.

6,266

378,148

Samsung Fire & Marine Insurance Co. Ltd.

1,804

394,613

Shinsegae Co. Ltd.

1,944

347,678

Yuhan Corp.

2,705

467,654

TOTAL KOREA (SOUTH)

5,844,027

Malaysia - 1.4%

AEON Co. (M) Bhd

96,100

393,739

Top Glove Corp. Bhd

147,900

259,772

TOTAL MALAYSIA

653,511

Mexico - 2.6%

Bolsa Mexicana de Valores SA de CV

184,322

408,087

Grupo Herdez SAB de CV

154,817

419,380

Urbi, Desarrollos Urbanos, SA de CV (a)

556,186

347,032

TOTAL MEXICO

1,174,499

Nigeria - 0.8%

Nestle Foods Nigeria PLC

81,461

350,097

Philippines - 1.9%

BDO Unibank, Inc.

297,477

463,225

Manila Water Co., Inc.

595,400

420,112

TOTAL PHILIPPINES

883,337

Poland - 0.9%

Warsaw Stock Exchange

36,105

424,080

Singapore - 3.8%

Ascendas India Trust

494,000

307,788

Bumitama Agri Ltd.

435,000

358,399

Ezra Holdings Ltd.

359,000

328,156

Global Logistic Properties Ltd.

200,024

421,431

Super Group Ltd. Singapore

156,000

312,051

TOTAL SINGAPORE

1,727,825

Common Stocks - continued

Shares

Value

South Africa - 8.9%

Advtech Ltd.

501,940

$ 329,392

African Oxygen Ltd.

133,230

301,166

AngloGold Ashanti Ltd.

11,381

384,511

Astral Foods Ltd.

10,979

121,178

Bidvest Group Ltd.

14,700

350,858

Coronation Fund Managers Ltd.

86,000

331,774

JSE Ltd.

41,855

339,497

Nampak Ltd.

123,802

412,642

Reunert Ltd.

49,133

432,814

SA Corporate Real Estate Fund

883,400

359,650

Tiger Brands Ltd.

12,825

407,648

Zeder Investments Ltd.

899,061

300,701

TOTAL SOUTH AFRICA

4,071,831

Sri Lanka - 0.9%

John Keells Holdings Ltd.

253,895

399,994

Taiwan - 14.1%

Chroma ATE, Inc.

155,000

295,036

Cleanaway Co. Ltd.

50,000

347,484

CTCI Corp.

135,000

268,521

Delta Electronics, Inc.

100,000

341,664

E Sun Financial Holdings Co. Ltd.

680,050

341,073

Formosa Optical Technology Co. Ltd.

167,000

428,791

Insyde Software Corp.

82,000

241,986

MJC Probe, Inc.

130,000

191,373

Motech Industries, Inc. (a)

237,000

182,557

Pacific Hospital Supply Co. Ltd.

134,700

392,433

Powertech Technology, Inc.

200,000

310,852

President Chain Store Corp.

71,000

351,232

SIMPLO Technology Co. Ltd.

39,400

194,235

Sinyi Realty, Inc.

273,000

364,498

St. Shine Optical Co. Ltd.

25,000

326,087

Taiwan Hon Chuan Enterprise Co. Ltd.

144,000

306,635

Unified-President Enterprises Corp.

369,890

653,419

Wah Lee Industrial Corp.

250,000

320,096

WPG Holding Co. Ltd.

288,000

348,045

Yungtay Engineering Co. Ltd.

132,000

263,006

TOTAL TAIWAN

6,469,023

Common Stocks - continued

Shares

Value

Turkey - 1.7%

Anadolu Efes Biracilik Ve Malt Sanayii A/S

30,749

$ 461,449

Enka Insaat ve Sanayi A/S

121,800

323,441

TOTAL TURKEY

784,890

United Arab Emirates - 0.9%

First Gulf Bank PJSC

145,141

412,939

United Kingdom - 0.9%

PZ Cussons PLC Class L

78,416

428,351

TOTAL COMMON STOCKS

(Cost $41,546,037)


44,212,178

Investment Companies - 0.7%

 

 

 

 

Thailand - 0.7%

CPN Retail Growth Leasehold Property Fund
(Cost $281,433)

596,600


332,633

Money Market Funds - 2.2%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)
(Cost $986,128)

986,128


986,128

TOTAL INVESTMENT PORTFOLIO - 99.4%

(Cost $42,813,598)

45,530,939

NET OTHER ASSETS (LIABILITIES) - 0.6%

274,943

NET ASSETS - 100%

$ 45,805,882

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(c) Security 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 $366,429 or 0.8% 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

$ 1,474

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 5,792,019

$ 5,792,019

$ -

$ -

Consumer Staples

7,897,082

7,897,082

-

-

Energy

665,780

665,780

-

-

Financials

9,765,548

9,366,036

399,512

-

Health Care

3,142,692

3,142,692

-

-

Industrials

6,613,155

6,613,155

-

-

Information Technology

5,245,451

5,245,451

-

-

Materials

3,664,876

3,280,365

384,511

-

Telecommunication Services

637,052

637,052

-

-

Utilities

788,523

788,523

-

-

Investment Companies

332,633

332,633

-

-

Money Market Funds

986,128

986,128

-

-

Total Investments in Securities:

$ 45,530,939

$ 44,746,916

$ 784,023

$ -

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Emerging Markets Discovery Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $41,827,470)

$ 44,544,811

 

Fidelity Central Funds (cost $986,128)

986,128

 

Total Investments (cost $42,813,598)

 

$ 45,530,939

Cash

 

8,906

Foreign currency held at value (cost $305,626)

305,686

Receivable for investments sold

253,106

Receivable for fund shares sold

399,571

Dividends receivable

40,734

Distributions receivable from Fidelity Central Funds

359

Receivable from investment adviser for expense reductions

67,146

Other affiliated receivables

73,436

Other receivables

8,980

Total assets

46,688,863

 

 

 

Liabilities

Payable for investments purchased

$ 541,509

Payable for fund shares redeemed

179,125

Accrued management fee

30,100

Distribution and service plan fees payable

2,246

Other affiliated payables

8,926

Other payables and accrued expenses

121,075

Total liabilities

882,981

 

 

 

Net Assets

$ 45,805,882

Net Assets consist of:

 

Paid in capital

$ 42,091,833

Undistributed net investment income

251,826

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

778,695

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

2,683,528

Net Assets

$ 45,805,882

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2012

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($1,670,981 ÷ 140,485 shares)

$ 11.89

 

 

 

Maximum offering price per share (100/94.25 of $11.89)

$ 12.62

Class T:
Net Asset Value
and redemption price per share ($1,700,385 ÷ 143,256 shares)

$ 11.87

 

 

 

Maximum offering price per share (100/96.50 of $11.87)

$ 12.30

Class C:
Net Asset Value
and offering price per share ($1,474,059 ÷ 124,755 shares)A

$ 11.82

 

 

 

Emerging Markets Discovery:
Net Asset Value
, offering price and redemption price per share ($39,135,461 ÷ 3,283,254 shares)

$ 11.92

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,824,996 ÷ 153,109 shares)

$ 11.92

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 Emerging Markets Discovery Fund
Financial Statements - continued

Statement of Operations

 

 

For the period
November 1, 2011
(commencement of
operations) to
October 31, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 634,505

Income from Fidelity Central Funds

 

1,474

Income before foreign taxes withheld

 

635,979

Less foreign taxes withheld

 

(58,290)

Total income

 

577,689

 

 

 

Expenses

Management fee

$ 176,730

Transfer agent fees

47,994

Distribution and service plan fees

15,564

Accounting fees and expenses

10,679

Custodian fees and expenses

215,734

Independent trustees' compensation

114

Registration fees

125,640

Audit

54,161

Legal

63

Miscellaneous

391

Total expenses before reductions

647,070

Expense reductions

(344,473)

302,597

Net investment income (loss)

275,092

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $4,717)

832,255

Foreign currency transactions

2,291

Total net realized gain (loss)

 

834,546

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $33,633)

2,683,708

Assets and liabilities in foreign currencies

(180)

Total change in net unrealized appreciation (depreciation)

 

2,683,528

Net gain (loss)

3,518,074

Net increase (decrease) in net assets resulting from operations

$ 3,793,166

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

For the period
November 1, 2011
(commencement of
operations) to
October 31, 2012

Increase (Decrease) in Net Assets

 

Operations

 

Net investment income (loss)

$ 275,092

Net realized gain (loss)

834,546

Change in net unrealized appreciation (depreciation)

2,683,528

Net increase (decrease) in net assets resulting from operations

3,793,166

Distributions to shareholders from net investment income

(7,760)

Share transactions - net increase (decrease)

41,986,470

Redemption fees

34,006

Total increase (decrease) in net assets

45,805,882

 

 

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $251,826)

$ 45,805,882

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Period ended October 31,

2012 F

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) C

  .12

Net realized and unrealized gain (loss)

  1.76

Total from investment operations

  1.88

Distributions from net investment income

  (.01)

Redemption fees added to paid in capital C

  .02

Net asset value, end of period

$ 11.89

Total Return A, B

  19.00%

Ratios to Average Net Assets D, G

 

Expenses before reductions

  3.49%

Expenses net of fee waivers, if any

  1.70%

Expenses net of all reductions

  1.64%

Net investment income (loss)

  1.16%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 1,671

Portfolio turnover rate E

  83%

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, 2011 (commencement of operations) to October 31, 2012.

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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Period ended October 31,

2012 F

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) C

  .10

Net realized and unrealized gain (loss)

  1.75

Total from investment operations

  1.85

Distributions from net investment income

  - H

Redemption fees added to paid in capital C

  .02

Net asset value, end of period

$ 11.87

Total Return A, B

  18.75%

Ratios to Average Net Assets D, G

 

Expenses before reductions

  3.77%

Expenses net of fee waivers, if any

  1.95%

Expenses net of all reductions

  1.89%

Net investment income (loss)

  .91%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 1,700

Portfolio turnover rate E

  83%

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, 2011 (commencement of operations) to October 31, 2012.

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

Period ended October 31,

2012 F

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) C

  .04

Net realized and unrealized gain (loss)

  1.76

Total from investment operations

  1.80

Redemption fees added to paid in capital C

  .02

Net asset value, end of period

$ 11.82

Total Return A, B

  18.20%

Ratios to Average Net Assets D, G

 

Expenses before reductions

  4.32%

Expenses net of fee waivers, if any

  2.45%

Expenses net of all reductions

  2.39%

Net investment income (loss)

  .41%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 1,474

Portfolio turnover rate E

  83%

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, 2011 (commencement of operations) to October 31, 2012.

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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Emerging Markets Discovery

Period ended October 31,

2012 E

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) B

  .15

Net realized and unrealized gain (loss)

  1.76

Total from investment operations

  1.91

Distributions from net investment income

  (.01)

Redemption fees added to paid in capital B

  .02

Net asset value, end of period

$ 11.92

Total Return A

  19.35%

Ratios to Average Net Assets C, F

 

Expenses before reductions

  3.02%

Expenses net of fee waivers, if any

  1.45%

Expenses net of all reductions

  1.39%

Net investment income (loss)

  1.41%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 39,135

Portfolio turnover rate D

  83%

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, 2011 (commencement of operations) to October 31, 2012.

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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Period ended October 31,

2012 E

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) B

  .15

Net realized and unrealized gain (loss)

  1.76

Total from investment operations

  1.91

Distributions from net investment income

  (.01)

Redemption fees added to paid in capital B

  .02

Net asset value, end of period

$ 11.92

Total Return A

  19.35%

Ratios to Average Net Assets C, F

 

Expenses before reductions

  3.21%

Expenses net of fee waivers, if any

  1.45%

Expenses net of all reductions

  1.39%

Net investment income (loss)

  1.41%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 1,825

Portfolio turnover rate D

  83%

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, 2011 (commencement of operations) to October 31, 2012.

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.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Emerging Markets Discovery Fund


Notes to Financial Statements

For the period ended October 31, 2012

1. Organization.

Fidelity Emerging Markets Discovery 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 Markets Discovery and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. 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 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

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded 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. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income 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) 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

$ 4,167,582

Gross unrealized depreciation

(1,578,547)

Net unrealized appreciation (depreciation) on securities and other investments

$ 2,589,035

 

 

Tax Cost

$ 42,941,904

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

$ 1,158,827

Net unrealized appreciation (depreciation)

$ 2,588,855

The tax character of distributions paid was as follows:

 

October 31, 2012

Ordinary Income

$ 7,760

Short-Term Trading (Redemption) Fees. Shares purchased by investors and held 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.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $57,435,457 and $16,372,315, respectively.

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

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 an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .86% 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%

$ 2,608

$ 1,238

Class T

.25%

.25%

4,572

2,445

Class C

.75%

.25%

8,384

6,451

 

 

 

$ 15,564

$ 10,134

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 and Class C redemptions. The deferred sales charges range from 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 3,681

Class T

810

Class C*

15

 

$ 4,506

* When Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 2,662

.25

Class T

2,086

.23

Class C

1,784

.21

Emerging Markets Discovery

39,429

.23

Institutional Class

2,033

.22

 

$ 47,994

 

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month.

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 $61 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $35 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Expense Reductions.

Effective November 1, 2011, 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, 2013.

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

7. Expense Reductions - continued

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

1.70%

$ 18,756

Class T

1.95%

16,693

Class C

2.45%

15,675

Emerging Markets Discovery

1.45%

264,852

Institutional Class

1.45%

16,159

 

 

$ 332,135

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $12,335 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $3.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 

Period ended
October 31, 2012
A

From net investment income

 

Class A

$ 435

Class T

203

Emerging Markets Discovery

6,522

Institutional Class

600

Total

$ 7,760

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

Annual Report

9. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

 

Period ended
October 31,
2012
A

Period ended
October 31,
2012
A

Class A

 

 

Shares sold

197,037

$ 2,112,904

Reinvestment of distributions

46

435

Shares redeemed

(56,598)

(637,589)

Net increase (decrease)

140,485

$ 1,475,750

Class T

 

 

Shares sold

182,780

$ 1,990,143

Reinvestment of distributions

22

203

Shares redeemed

(39,546)

(451,707)

Net increase (decrease)

143,256

$ 1,538,639

Class C

 

 

Shares sold

161,266

$ 1,743,293

Shares redeemed

(36,511)

(415,821)

Net increase (decrease)

124,755

$ 1,327,472

Emerging Markets Discovery

 

 

Shares sold

4,074,333

$ 44,757,138

Reinvestment of distributions

681

6,419

Shares redeemed

(791,760)

(8,744,517)

Net increase (decrease)

3,283,254

$ 36,019,040

Institutional Class

 

 

Shares sold

199,001

$ 2,149,513

Reinvestment of distributions

64

600

Shares redeemed

(45,956)

(524,544)

Net increase (decrease)

153,109

$ 1,625,569

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

10. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 10% of the total outstanding shares of the Fund.

Annual Report

Fidelity Total Emerging Markets 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 take Fidelity® Total Emerging Markets Fund cumulative total return and show you what would have happened if Fidelity® Total Emerging Markets Fund had performed at a constant rate each year. These numbers will be reported once the fund is a year old.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Total Emerging Markets Fund, a class of the fund, on November 1, 2011, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® Emerging Markets Index performed over the same period.

emd342141

Annual Report

Fidelity Total Emerging Markets Fund


Management's Discussion of Fund Performance

Market Recap: Global equities experienced turbulent swings during the 12 months ending October 31, 2012, but still managed a solid gain. Volatility peppered the past year, as a number of macroeconomic concerns weighed on investors, with the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's growth all making headlines. But, stocks in the U.S. and overseas were generally resilient, gaining 8.96% for the 12 months, as measured by the MSCI® ACWI® (All Country World Index) Index, largely buttressed by accommodative monetary policy in the United States and Europe, as well as signs that the U.S. housing market was starting to recover. Within the index, U.S. stocks fared best, advancing 15%. Asia-Pacific ex Japan also performed well, gaining roughly 10% on strong returns in Hong Kong and Singapore. Several European markets, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes. However, continued weakness in peripheral European markets caused the region to lag the index overall. Japan, emerging markets and Canada each underperformed, with Japan suffering the most, falling by about 3%. A stronger U.S. dollar dampened results for foreign stocks overall. Global bond markets delivered positive, albeit more-muted returns, with the Barclays® Global Aggregate GDP Weighted Index gaining 4.54%.

Comments from John Carlson, Lead Portfolio Manager of Fidelity® Total Emerging Markets Fund: From its inception on November 1, 2011, through October 31, 2012, the fund's Retail Class shares gained 9.15%. By comparison, the fund's primary benchmark, the MSCI® Emerging Markets Index, returned 5.83%, while the Fidelity Total Emerging Markets Composite IndexSM advanced 10.34%. Performance versus the Composite index was held back by our decision to overweight equities and underweight debt, the latter of which had much stronger performance during the period. Both subportfolios outperformed their respective benchmark, driven by security selection, which largely offset the negative impact of our overall allocation. At launch, the fund split its assets between equities and debt at roughly 67% and 33%, respectively. During the period, we decided to further increase our overweighting in equities, while reducing exposure to EM debt. We made this decision based, in part, on the massive sell-off in global equities as a result of the sovereign debt crisis in Greece and the debt overhang impacting other developed countries.

Note to shareholders: Gregory Lee was named Co-Portfolio Manager on May 2, 2012, and is responsible for the fund's industrials sector assets.

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 Total Emerging Markets 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, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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

Fidelity Total Emerging Markets Fund
Shareholder Expense Example - continued

 

Annualized
Expense Ratio

Beginning
Account Value
May 1, 2012

Ending
Account Value
October 31, 2012

Expenses Paid
During Period
*
May 1, 2012
to October 31, 2012

Class A

1.65%

 

 

 

Actual

 

$ 1,000.00

$ 1,012.10

$ 8.35

HypotheticalA

 

$ 1,000.00

$ 1,016.84

$ 8.36

Class T

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.20

$ 9.61

HypotheticalA

 

$ 1,000.00

$ 1,015.58

$ 9.63

Class C

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,008.40

$ 12.12

HypotheticalA

 

$ 1,000.00

$ 1,013.07

$ 12.14

Total Emerging Markets

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,014.00

$ 7.09

HypotheticalA

 

$ 1,000.00

$ 1,018.10

$ 7.10

Institutional Class

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,014.00

$ 7.09

HypotheticalA

 

$ 1,000.00

$ 1,018.10

$ 7.10

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report

Fidelity Total Emerging Markets Fund


Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Samsung Electronics Co. Ltd. (Korea (South), Semiconductors & Semiconductor Equipment)

3.4

3.2

Taiwan Semiconductor Manufacturing Co. Ltd. (Taiwan, Semiconductors & Semiconductor Equipment)

1.9

1.9

Vale SA (PN-A) sponsored ADR (Brazil, Metals & Mining)

1.6

1.4

China Construction Bank Corp. (H Shares) (China, Commercial Banks)

1.3

1.3

Industrial & Commercial Bank of China Ltd. (H Shares) (China, Commercial Banks)

1.3

1.5

 

9.5

Top Five Market Sectors as of October 31, 2012

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

19.5

15.8

Energy

13.9

15.8

Information Technology

9.7

10.0

Materials

9.1

8.4

Consumer Staples

6.7

5.8

Top Five Countries as of October 31, 2012

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Brazil

11.2

11.0

Korea (South)

10.7

9.9

Russia

8.4

6.8

China

6.6

5.9

Taiwan

5.5

6.0

Percentages are adjusted for the effect of open futures contracts, if applicable.

Asset Allocation (% of fund's net assets)

As of October 31, 2012

As of April 30, 2012

emd342133

Stocks 72.4%

 

emd342133

Stocks and 70.3%
Investment
Companies

 

emd342145

Bonds 24.5%

 

emd342145

Bonds 26.5%

 

jmcw

Short-Term
Investments and
Net Other Assets
(Liabilities) 3.1%

 

jmcw

Short-Term
Investments and
Net Other Assets
(Liabilities) 3.2%

 

emd342150

Annual Report

Fidelity Total Emerging Markets Fund


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 70.5%

Shares

Value

Australia - 0.2%

Paladin Energy Ltd. (Australia) (a)

154,295

$ 181,788

Austria - 0.3%

Erste Bank AG (a)

12,390

311,149

Bailiwick of Jersey - 0.2%

Atrium European Real Estate Ltd.

40,749

230,334

Bermuda - 1.5%

Aquarius Platinum Ltd. (Australia)

125,044

74,636

BW Offshore Ltd.

420,089

246,838

GP Investments Ltd. (depositary receipt) (a)

121,322

280,151

Kunlun Energy Co. Ltd.

268,000

497,958

Pacific Basin Shipping Ltd.

290,000

155,289

Seadrill Ltd.

6,414

259,652

TOTAL BERMUDA

1,514,524

Brazil - 9.9%

Anhanguera Educacional Participacoes SA

32,800

574,914

Arezzo Industria e Comercio SA

10,100

180,264

Banco do Brasil SA

28,200

300,876

Banco do Estado Rio Grande do Sul SA

33,650

265,913

BM&F Bovespa SA

84,100

538,293

BR Properties SA

46,500

608,995

Braskem SA (PN-A)

36,400

240,510

CCR SA

34,200

300,737

Cia.Hering SA

14,000

321,627

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

9,000

367,110

Companhia de Saneamento de Minas Gerais

7,260

171,362

Companhia Paranaense de Energia-Copel:

(PN-B)

1,195

17,651

(PN-B) sponsored ADR

14,970

220,957

Estacio Participacoes SA

13,600

259,137

Fibria Celulose SA (a)

20,500

174,009

Gerdau SA sponsored ADR

36,200

318,198

Itau Unibanco Holdings SA sponsored ADR

56,380

822,020

Lojas Americanas SA (PN)

55,833

467,325

Mills Estruturas e Servicos de Engenharia SA

18,300

280,575

Multiplus SA

5,700

132,435

Petroleo Brasileiro SA - Petrobras:

(PN) sponsored ADR (non-vtg.)

16,106

330,656

sponsored ADR

48,600

1,030,806

Sul America SA unit

8,900

70,112

TIM Participacoes SA sponsored ADR

3,353

58,275

Common Stocks - continued

Shares

Value

Brazil - continued

Ultrapar Participacoes SA

24,500

$ 513,872

Vale SA (PN-A) sponsored ADR

90,600

1,611,774

TOTAL BRAZIL

10,178,403

Canada - 1.6%

Banro Corp. (a)

20,700

95,754

Barrick Gold Corp.

5,900

238,599

First Quantum Minerals Ltd.

13,400

301,207

Goldcorp, Inc.

7,300

330,007

Pan American Silver Corp.

4,000

88,000

Torex Gold Resources, Inc. (a)

49,700

103,505

Uranium One, Inc. (a)

66,900

145,355

Yamana Gold, Inc.

18,500

373,612

TOTAL CANADA

1,676,039

Cayman Islands - 4.5%

21Vianet Group, Inc. ADR (a)

14,420

159,774

Ajisen (China) Holdings Ltd.

183,000

126,564

Anta Sports Products Ltd.

206,000

175,431

Baidu.com, Inc. sponsored ADR (a)

3,734

398,119

Belle International Holdings Ltd.

155,000

288,798

China Liansu Group Holdings Ltd.

280,000

165,109

Eurasia Drilling Co. Ltd. GDR (Reg. S)

13,217

457,308

Geely Automobile Holdings Ltd.

425,000

182,612

Gourmet Master Co. Ltd.

24,000

170,079

Greatview Aseptic Pack Co. Ltd.

579,000

303,319

Haitian International Holdings Ltd.

131,000

161,763

Hengan International Group Co. Ltd.

70,000

637,673

SINA Corp. (a)

1,300

71,019

Spreadtrum Communications, Inc. ADR

3,415

78,716

Tencent Holdings Ltd.

6,900

243,947

Uni-President China Holdings Ltd.

377,000

474,287

Veripos (a)

34,725

100,497

Xueda Education Group sponsored ADR (a)

33,300

95,904

Yingde Gases Group Co. Ltd.

327,500

310,595

TOTAL CAYMAN ISLANDS

4,601,514

Chile - 0.9%

Aguas Andinas SA

281,427

188,866

Embotelladora Andina SA Class A

35,611

179,110

Empresa Nacional de Telecomunicaciones SA (ENTEL)

11,435

232,907

Common Stocks - continued

Shares

Value

Chile - continued

Enersis SA

210,651

$ 72,107

Inversiones La Construccion SA

13,305

235,046

TOTAL CHILE

908,036

China - 6.6%

BBMG Corp. (H Shares)

196,500

168,862

China Communications Construction Co. Ltd. (H Shares)

329,000

308,621

China Construction Bank Corp. (H Shares)

1,811,000

1,364,667

China Pacific Insurance Group Co. Ltd. (H Shares)

205,300

643,711

China Shenhua Energy Co. Ltd. (H Shares)

234,500

998,510

China Suntien Green Energy Corp. Ltd. (H Shares)

1,494,600

304,704

China Telecom Corp. Ltd. (H Shares)

388,357

229,771

Dongfeng Motor Group Co. Ltd. (H Shares)

276,000

341,882

Industrial & Commercial Bank of China Ltd. (H Shares)

2,037,000

1,348,354

Maanshan Iron & Steel Ltd. (H Shares) (a)

810,000

209,031

PICC Property & Casualty Co. Ltd. (H Shares)

188,000

250,342

Shanghai Electric Group Co. Ltd. (H Shares)

846,000

343,856

Weichai Power Co. Ltd. (H Shares)

93,400

330,815

TOTAL CHINA

6,843,126

Colombia - 0.7%

Ecopetrol SA ADR

11,842

701,165

Cyprus - 0.2%

Globaltrans Investment PLC:

GDR (e)

6,900

127,650

GDR (Reg. S)

1,500

27,750

TOTAL CYPRUS

155,400

Czech Republic - 0.2%

Ceske Energeticke Zavody A/S

6,068

223,721

Egypt - 0.1%

Orascom Telecom Holding SAE unit (a)

46,100

138,531

Hong Kong - 0.8%

China Resources Power Holdings Co. Ltd.

84,000

179,921

Lenovo Group Ltd.

532,000

427,657

Sinotruk Hong Kong Ltd.

345,500

198,383

TOTAL HONG KONG

805,961

India - 3.2%

Axis Bank Ltd.

15,390

338,263

Bharti Airtel Ltd.

51,651

258,855

Grasim Industries Ltd.

2,348

152,745

Common Stocks - continued

Shares

Value

India - continued

Housing Development and Infrastructure Ltd. (a)

37,732

$ 67,287

Indiabulls Real Estate Ltd.

125,168

133,299

ITC Ltd.

138,460

727,105

JK Cement Ltd. (a)

14,380

67,363

Larsen & Toubro Ltd.

11,459

346,475

Lupin Ltd. (a)

16,696

175,773

Maruti Suzuki India Ltd.

12,229

326,811

Phoenix Mills Ltd. (a)

5,122

19,106

Power Grid Corp. of India Ltd.

70,024

148,364

SREI Infrastructure Finance Ltd.

485,175

242,114

State Bank of India

7,746

303,801

TOTAL INDIA

3,307,361

Indonesia - 1.7%

PT Bakrieland Development Tbk (a)

15,113,500

102,277

PT Bank Tabungan Negara Tbk

1,521,500

240,778

PT Indo Tambangraya Megah Tbk

53,500

226,420

PT Jasa Marga Tbk

449,500

271,430

PT Telkomunikasi Indonesia Tbk:

Series B

58,500

59,416

sponsored ADR

21,864

888,772

TOTAL INDONESIA

1,789,093

Israel - 0.4%

Bezeq Israeli Telecommunication Corp. Ltd.

140,100

170,848

Check Point Software Technologies Ltd. (a)

1,900

84,607

NICE Systems Ltd. sponsored ADR (a)

5,700

189,810

TOTAL ISRAEL

445,265

Kazakhstan - 0.2%

JSC Halyk Bank of Kazakhstan GDR unit (a)

30,100

214,011

Kenya - 0.5%

Equity Bank Ltd.

1,027,600

292,652

Safaricom Ltd.

3,989,903

206,172

TOTAL KENYA

498,824

Korea (South) - 9.7%

AMOREPACIFIC Group, Inc.

973

419,427

E-Mart Co. Ltd.

2,387

517,761

GS Engineering & Construction Corp.

4,567

257,185

Hana Financial Group, Inc.

19,890

579,195

Hyundai Heavy Industries Co. Ltd.

1,411

296,352

Common Stocks - continued

Shares

Value

Korea (South) - continued

Hyundai Industrial Development & Construction Co.

5,380

$ 96,713

KB Financial Group, Inc.

22,190

754,780

Kia Motors Corp.

1,710

95,042

Korea Electric Power Corp. (a)

10,540

273,457

Korean Reinsurance Co.

16,820

165,065

KT&G Corp.

6,796

517,965

LG Chemical Ltd.

1,768

496,192

LS Industrial Systems Ltd.

5,350

334,645

Orion Corp.

334

313,684

POSCO sponsored ADR

4,400

344,872

Samsung Electronics Co. Ltd.

2,887

3,468,666

Samsung Fire & Marine Insurance Co. Ltd.

2,412

527,608

Shinhan Financial Group Co. Ltd.

11,860

407,364

Shinhan Financial Group Co. Ltd. sponsored ADR

4,828

165,214

TOTAL KOREA (SOUTH)

10,031,187

Luxembourg - 0.3%

Subsea 7 SA

15,100

331,330

Malaysia - 0.5%

Axiata Group Bhd

136,700

293,057

Petronas Dagangan Bhd

32,500

235,588

TOTAL MALAYSIA

528,645

Mexico - 3.4%

America Movil SAB de CV Series L sponsored ADR

44,120

1,115,795

CEMEX SA de CV sponsored ADR

41,288

373,244

Desarrolladora Homex SAB de CV sponsored ADR (a)

7,350

97,388

El Puerto de Liverpool SA Class C

20,900

187,308

Fibra Uno Administracion SA de CV

95,000

250,306

Fomento Economico Mexicano SAB de CV sponsored ADR

5,200

471,172

Grupo Comercial Chedraui de CV

73,700

198,518

Grupo Televisa SA de CV (CPO) sponsored ADR

34,300

775,180

TOTAL MEXICO

3,468,911

Netherlands - 0.1%

ASML Holding NV (Netherlands)

2,775

152,548

Nigeria - 1.2%

Guaranty Trust Bank PLC

627,668

79,128

Guaranty Trust Bank PLC GDR (Reg. S)

69,900

433,380

Zenith Bank PLC

5,943,111

681,872

TOTAL NIGERIA

1,194,380

Common Stocks - continued

Shares

Value

Norway - 0.9%

ElectroMagnetic GeoServices ASA (a)

102,680

$ 223,323

Petroleum Geo-Services ASA

8,800

151,727

TGS Nopec Geophysical Co. ASA

16,928

576,015

TOTAL NORWAY

951,065

Panama - 0.4%

Copa Holdings SA Class A

4,200

389,844

Peru - 0.2%

Compania de Minas Buenaventura SA sponsored ADR

6,000

214,560

Philippines - 1.1%

Metro Pacific Investments Corp.

2,899,000

292,016

Metropolitan Bank & Trust Co.

138,200

319,440

Robinsons Land Corp.

1,121,000

518,224

TOTAL PHILIPPINES

1,129,680

Poland - 0.8%

Eurocash SA

14,100

172,195

Powszechny Zaklad Ubezpieczen SA

5,375

627,966

TOTAL POLAND

800,161

Russia - 5.8%

Bank St. Petersburg OJSC

41,600

76,567

DIXY Group OJSC (a)

17,805

188,095

Gazprom OAO sponsored ADR

70,532

644,662

LSR Group OJSC GDR (Reg. S)

24,100

116,042

Lukoil Oil Co. (a)

3,200

194,292

Magnit OJSC

1,822

259,555

Magnit OJSC GDR (Reg. S)

4,900

173,950

Magnitogorsk Iron & Steel Works OJSC unit (a)

30,900

133,241

Mobile TeleSystems OJSC (a)

80,060

589,037

Mobile TeleSystems OJSC sponsored ADR

28,390

486,605

NOVATEK OAO GDR (Reg. S)

5,200

592,800

OGK-4 OJSC (a)

6,094,400

500,679

Raspadskaya OAO (a)

38,412

75,745

Rosneft Oil Co. OJSC

14,500

107,608

RusHydro JSC sponsored ADR

67,240

159,628

Sberbank (Savings Bank of the Russian Federation)

379,050

1,109,639

Sistema JSFC (a)

156,700

117,879

TNK-BP Holding

49,360

100,764

Uralkali OJSC GDR (Reg. S)

9,100

356,538

TOTAL RUSSIA

5,983,326

Common Stocks - continued

Shares

Value

Singapore - 0.9%

First Resources Ltd.

277,000

$ 465,527

Global Logistic Properties Ltd.

201,000

423,487

TOTAL SINGAPORE

889,014

South Africa - 2.9%

AngloGold Ashanti Ltd.

9,100

307,447

Aspen Pharmacare Holdings Ltd.

17,500

318,892

Blue Label Telecoms Ltd.

171,800

133,546

Impala Platinum Holdings Ltd.

29,100

523,559

JSE Ltd.

54,670

443,443

Life Healthcare Group Holdings Ltd.

72,400

273,797

Naspers Ltd. Class N

11,500

746,595

Reunert Ltd.

18,500

162,967

Wilson Bayly Holmes-Ovcon Ltd.

3,600

58,999

TOTAL SOUTH AFRICA

2,969,245

Taiwan - 5.5%

Asia Cement Corp.

186,430

232,319

Cheng Uei Precision Industries Co. Ltd.

135,339

299,775

Chinatrust Financial Holding Co. Ltd.

640,042

352,779

Chroma ATE, Inc.

74,000

140,856

Hon Hai Precision Industry Co. Ltd. (Foxconn)

209,500

636,174

MediaTek, Inc.

37,000

411,041

Synnex Technology International Corp.

155,000

327,936

Taiwan Fertilizer Co. Ltd.

99,000

235,892

Taiwan Mobile Co. Ltd.

95,000

331,736

Taiwan Semiconductor Manufacturing Co. Ltd.

408,000

1,243,307

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

45,700

726,630

Unified-President Enterprises Corp.

279,660

494,025

Yuanta Financial Holding Co. Ltd.

576,000

260,294

TOTAL TAIWAN

5,692,764

Thailand - 0.8%

Bangkok Bank Public Co. Ltd. (For. Reg.)

92,900

548,252

PTT Global Chemical PCL (For. Reg.)

124,400

247,421

TOTAL THAILAND

795,673

Turkey - 0.8%

Aygaz A/S

52,000

239,621

TAV Havalimanlari Holding A/S

62,000

307,838

Turkiye Is Bankasi A/S Series C

84,900

288,921

TOTAL TURKEY

836,380

Common Stocks - continued

Shares

Value

United Kingdom - 0.6%

Evraz PLC

32,100

$ 122,355

Hikma Pharmaceuticals PLC

15,011

179,137

Kazakhmys PLC

26,800

306,632

TOTAL UNITED KINGDOM

608,124

United States of America - 0.9%

Cognizant Technology Solutions Corp. Class A (a)

6,300

419,895

CTC Media, Inc.

20,050

168,220

Universal Display Corp. (a)

9,027

295,905

TOTAL UNITED STATES OF AMERICA

884,020

TOTAL COMMON STOCKS

(Cost $67,155,590)


72,575,102

Nonconvertible Preferred Stocks - 1.9%

 

 

 

 

Korea (South) - 1.0%

Hyundai Motor Co. Series 2

9,913

650,066

Samsung Electronics Co. Ltd.

467

339,225

TOTAL KOREA (SOUTH)

989,291

Russia - 0.9%

Sberbank (Savings Bank of the Russian Federation) (a)

209,600

441,379

Surgutneftegaz JSC

833,750

516,404

TOTAL RUSSIA

957,783

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $1,906,405)


1,947,074

Nonconvertible Bonds - 7.3%

 

Principal
Amount

 

Bermuda - 0.2%

Qtel International Finance Ltd. 5% 10/19/25 (e)

$ 200,000

226,260

Canada - 0.2%

Pacific Rubiales Energy Corp. 7.25% 12/12/21 (e)

200,000

238,500

Cayman Islands - 0.1%

Odebrecht Finance Ltd. 7.5% (e)(f)

100,000

107,000

Chile - 0.1%

Corporacion Nacional del Cobre de Chile (Codelco) 6.15% 10/24/36 (e)

100,000

130,477

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Costa Rica - 0.2%

Instituto Costarricense de Electricidad 6.95% 11/10/21 (e)

$ 200,000

$ 222,500

Croatia - 0.2%

Agrokor d.d. 8.875% 2/1/20 (e)

200,000

208,000

Georgia - 0.2%

JSC Georgian Railway 7.75% 7/11/22 (e)

200,000

224,000

Guatemala - 0.1%

Industrial Senior Trust 5.5% 11/1/22 (e)

100,000

101,000

Indonesia - 0.8%

PT Pertamina Persero:

5.25% 5/23/21 (e)

550,000

611,875

6.5% 5/27/41 (e)

200,000

237,000

TOTAL INDONESIA

848,875

Ireland - 0.2%

Vnesheconombank Via VEB Finance PLC 5.375% 2/13/17 (e)

200,000

219,250

Israel - 0.2%

Israel Electric Corp. Ltd. 6.7% 2/10/17 (e)

200,000

218,500

Kazakhstan - 0.2%

Zhaikmunai Finance BV 10.5% 10/19/15 (e)

150,000

164,625

Mexico - 0.4%

Petroleos Mexicanos:

5.5% 1/21/21

250,000

294,000

6.625% (e)(f)

100,000

107,250

TOTAL MEXICO

401,250

Netherlands - 0.8%

Access Finance BV 7.25% 7/25/17 (e)

200,000

209,500

KazMunaiGaz Finance Sub BV:

6.375% 4/9/21 (e)

100,000

118,750

9.125% 7/2/18 (e)

150,000

195,000

11.75% 1/23/15 (e)

100,000

119,880

Majapahit Holding BV 8% 8/7/19 (e)

100,000

127,000

TOTAL NETHERLANDS

770,130

Philippines - 0.2%

Power Sector Assets and Liabilities Management Corp. 7.39% 12/2/24 (e)

125,000

174,850

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Sweden - 0.2%

PKO Finance AB 4.63% 9/26/22 (e)

$ 200,000

$ 206,500

Trinidad & Tobago - 0.1%

Petroleum Co. of Trinidad & Tobago Ltd. 9.75% 8/14/19 (e)

100,000

132,000

Turkey - 0.1%

Akbank T.A.S. 3.875% 10/24/17 (e)

150,000

148,500

United States of America - 0.5%

Pemex Project Funding Master Trust:

6.625% 6/15/35

200,000

251,000

8.625% 2/1/22

175,000

221,375

TOTAL UNITED STATES OF AMERICA

472,375

Venezuela - 2.3%

Petroleos de Venezuela SA:

4.9% 10/28/14

1,100,000

1,014,750

5.375% 4/12/27

400,000

251,000

5.5% 4/12/37

600,000

363,000

8.5% 11/2/17 (e)

450,000

402,750

12.75% 2/17/22 (e)

300,000

306,750

TOTAL VENEZUELA

2,338,250

TOTAL NONCONVERTIBLE BONDS

(Cost $6,911,731)


7,552,842

Government Obligations - 17.2%

 

Aruba - 0.2%

Aruba Government 4.625% 9/14/23 (e)

200,000

199,500

Barbados - 0.1%

Barbados Government 7% 8/4/22 (e)

100,000

101,500

Belarus - 0.3%

Belarus Republic:

8.75% 8/3/15 (Reg. S)

225,000

222,188

8.95% 1/26/18

100,000

98,750

TOTAL BELARUS

320,938

Belize - 0.1%

Belize Government 8.5% 2/20/29 (c)(e)

150,000

60,000

Bermuda - 0.1%

Bermuda Government 5.603% 7/20/20 (e)

100,000

116,500

Government Obligations - continued

 

Principal
Amount

Value

Bolivia - 0.2%

Plurinational State of Bolivia 4.875% 10/29/22 (e)

$ 200,000

$ 200,500

Brazil - 1.3%

Brazilian Federative Republic:

7.125% 1/20/37

200,000

300,500

10.125% 5/15/27

150,000

271,500

12.25% 3/6/30

350,000

721,000

TOTAL BRAZIL

1,293,000

Cayman Islands - 0.1%

Cayman Island Government 5.95% 11/24/19 (e)

100,000

116,500

Colombia - 0.2%

Colombian Republic 10.375% 1/28/33

90,000

165,150

Congo - 0.1%

Congo Republic 3% 6/30/29 (d)

95,000

79,800

Croatia - 0.5%

Croatia Republic:

6.25% 4/27/17 (e)

200,000

219,500

6.375% 3/24/21 (e)

200,000

227,000

6.625% 7/14/20 (e)

100,000

115,130

TOTAL CROATIA

561,630

Ecuador - 0.2%

Ecuador Republic 9.375% 12/15/15 (e)

236,000

238,360

El Salvador - 0.2%

El Salvador Republic 7.375% 12/1/19 (e)

175,000

203,875

Ghana - 0.1%

Ghana Republic 8.5% 10/4/17 (e)

100,000

116,000

Guatemala - 0.2%

Guatemalan Republic 5.75% 6/6/22 (e)

200,000

228,500

Hungary - 0.5%

Hungarian Republic:

4.75% 2/3/15

365,000

373,687

7.625% 3/29/41

100,000

118,000

TOTAL HUNGARY

491,687

Government Obligations - continued

 

Principal
Amount

Value

Iceland - 0.2%

Republic of Iceland:

4.875% 6/16/16 (e)

$ 100,000

$ 104,625

5.875% 5/11/22 (e)

100,000

109,750

TOTAL ICELAND

214,375

Indonesia - 0.4%

Indonesian Republic:

7.75% 1/17/38 (e)

175,000

264,915

8.5% 10/12/35 (e)

100,000

160,250

TOTAL INDONESIA

425,165

Iraq - 0.5%

Republic of Iraq 5.8% 1/15/28 (Reg. S)

550,000

514,250

Ivory Coast - 0.5%

Ivory Coast 3.75% 12/31/32 (c)(d)

575,000

516,063

Latvia - 0.2%

Latvian Republic 5.25% 2/22/17 (e)

200,000

220,500

Lebanon - 0.5%

Lebanese Republic:

6.1% 10/4/22

190,000

192,613

11.625% 5/11/16 (Reg. S)

250,000

305,000

TOTAL LEBANON

497,613

Lithuania - 0.5%

Lithuanian Republic:

6.125% 3/9/21 (e)

100,000

119,750

6.625% 2/1/22 (e)

200,000

247,000

7.375% 2/11/20 (e)

100,000

127,125

TOTAL LITHUANIA

493,875

Mexico - 0.7%

United Mexican States:

5.75% 10/12/10

124,000

146,320

6.05% 1/11/40

200,000

266,000

6.75% 9/27/34

200,000

282,000

TOTAL MEXICO

694,320

Namibia - 0.2%

Republic of Namibia 5.5% 11/3/21 (e)

200,000

223,320

Government Obligations - continued

 

Principal
Amount

Value

Netherlands - 0.3%

Republic of Angola 7% 8/16/19 (Issued by Northern Lights III BV for Republic of Angola) (Reg. S)

$ 250,000

$ 279,375

Nigeria - 0.6%

Republic of Nigeria 6.75% 1/28/21 (e)

550,000

631,125

Panama - 0.3%

Panamanian Republic:

8.875% 9/30/27

55,000

89,238

9.375% 4/1/29

150,000

257,250

TOTAL PANAMA

346,488

Peru - 0.6%

Peruvian Republic 8.75% 11/21/33

345,000

600,300

Philippines - 1.1%

Philippine Republic:

6.375% 10/23/34

150,000

208,500

7.75% 1/14/31

125,000

193,125

10.625% 3/16/25

425,000

746,938

TOTAL PHILIPPINES

1,148,563

Poland - 0.2%

Polish Government:

5% 3/23/22

35,000

40,819

6.375% 7/15/19

135,000

168,075

TOTAL POLAND

208,894

Qatar - 0.3%

State of Qatar 5.75% 1/20/42 (e)

200,000

257,000

Romania - 0.2%

Romanian Republic 6.75% 2/7/22 (e)

190,000

219,450

Russia - 1.7%

Russian Federation:

5.625% 4/4/42 (e)

200,000

241,000

7.5% 3/31/30 (Reg. S)

697,500

882,338

11% 7/24/18 (Reg. S)

200,000

293,000

12.75% 6/24/28 (Reg. S)

175,000

345,188

TOTAL RUSSIA

1,761,526

Senegal - 0.2%

Republic of Senegal 8.75% 5/13/21 (e)

200,000

242,000

Serbia - 0.0%

Republic of Serbia 6.75% 11/1/24 (e)

41,667

41,250

Government Obligations - continued

 

Principal
Amount

Value

Slovakia - 0.2%

Slovakia Republic 4.375% 5/21/22 (e)

$ 200,000

$ 214,000

Slovenia - 0.2%

Republic of Slovenia 5.5% 10/26/22 (e)

200,000

199,500

South Africa - 0.1%

South African Republic 4.665% 1/17/24

100,000

110,250

Sri Lanka - 0.3%

Democratic Socialist Republic of Sri Lanka:

5.875% 7/25/22 (e)

200,000

221,000

6.25% 10/4/20 (e)

100,000

112,500

TOTAL SRI LANKA

333,500

Turkey - 1.3%

Turkish Republic:

7% 6/5/20

300,000

375,000

7.5% 7/14/17

100,000

121,000

11.875% 1/15/30

450,000

855,000

TOTAL TURKEY

1,351,000

Ukraine - 0.3%

Ukraine Government:

7.75% 9/23/20 (e)

100,000

104,370

9.25% 7/24/17 (e)

200,000

217,760

TOTAL UKRAINE

322,130

Uruguay - 0.1%

Uruguay Republic 7.625% 3/21/36

75,000

116,250

Venezuela - 0.9%

Venezuelan Republic:

7.75% 10/13/19 (Reg. S)

85,000

73,738

11.75% 10/21/26 (Reg. S)

300,000

300,750

11.95% 8/5/31 (Reg. S)

350,000

354,375

12.75% 8/23/22

135,000

144,113

TOTAL VENEZUELA

872,976

Zambia - 0.2%

Republic of Zambia 5.375% 9/20/22 (e)

200,000

201,400

TOTAL GOVERNMENT OBLIGATIONS

(Cost $15,928,776)


17,749,898

Money Market Funds - 3.0%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)
(Cost $3,099,243)

3,099,243

$ 3,099,243

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $95,001,745)

102,924,159

NET OTHER ASSETS (LIABILITIES) - 0.1%

102,208

NET ASSETS - 100%

$ 103,026,367

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) Non-income producing - Security is in default.

(d) Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate 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 $11,907,822 or 11.6% of net assets.

(f) Security is perpetual in nature with no stated maturity date.

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

$ 3,818

Fidelity Securities Lending Cash Central Fund

315

Total

$ 4,133

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 6,231,147

$ 6,231,147

$ -

$ -

Consumer Staples

6,577,159

6,577,159

-

-

Energy

9,569,545

9,569,545

-

-

Financials

19,085,912

18,331,132

754,780

-

Health Care

947,599

947,599

-

-

Industrials

5,289,474

5,289,474

-

-

Information Technology

10,115,607

8,719,752

1,395,855

-

Materials

9,131,743

8,671,551

460,192

-

Telecommunication Services

5,177,656

4,888,469

289,187

-

Utilities

2,396,334

2,122,877

273,457

-

Corporate Bonds

7,552,842

-

7,552,842

-

Government Obligations

17,749,898

-

17,749,898

-

Money Market Funds

3,099,243

3,099,243

-

-

Total Investments in Securities:

$ 102,924,159

$ 74,447,948

$ 28,476,211

$ -

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

AAA,AA,A

1.6%

BBB

10.7%

BB

4.5%

B

5.0%

CCC,CC,C

0.3%

Not Rated

2.4%

Equities

72.4%

Short-Term Investments and
Net Other Assets

3.1%

 

100.0%

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the date indicated and do not reflect subsequent changes.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Total Emerging Markets Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $91,902,502)

$ 99,824,916

 

Fidelity Central Funds (cost $3,099,243)

3,099,243

 

Total Investments (cost $95,001,745)

 

$ 102,924,159

Cash

 

705,020

Foreign currency held at value (cost $27,710)

27,720

Receivable for investments sold

768,066

Receivable for fund shares sold

90,619

Dividends receivable

92,479

Interest receivable

361,664

Distributions receivable from Fidelity Central Funds

312

Receivable from investment adviser for expense reductions

32,905

Other receivables

7,009

Total assets

105,009,953

 

 

 

Liabilities

Payable for investments purchased

$ 1,645,445

Payable for fund shares redeemed

67,594

Accrued management fee

69,068

Distribution and service plan fees payable

8,928

Other affiliated payables

20,243

Other payables and accrued expenses

172,308

Total liabilities

1,983,586

 

 

 

Net Assets

$ 103,026,367

Net Assets consist of:

 

Paid in capital

$ 95,354,127

Undistributed net investment income

1,406,377

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(1,593,639)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

7,859,502

Net Assets

$ 103,026,367

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Total Emerging Markets Fund
Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2012

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($7,675,347 ÷ 706,507 shares)

$ 10.86

 

 

 

Maximum offering price per share (100/94.25 of $10.86)

$ 11.52

Class T:
Net Asset Value
and redemption price per share ($5,822,909 ÷ 537,125 shares)

$ 10.84

 

 

 

Maximum offering price per share (100/96.50 of $10.84)

$ 11.23

Class C:
Net Asset Value
and offering price per share ($5,824,450 ÷ 539,492 shares)A

$ 10.80

 

 

 

Total Emerging Markets:
Net Asset Value
, offering price and redemption price per share ($81,416,417 ÷ 7,478,534 shares)

$ 10.89

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($2,287,244 ÷ 210,097 shares)

$ 10.89

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

 

 

For the period
November 1, 2011
(commencement of
operations) to
October 31, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 1,585,174

Interest

 

1,369,434

Income from Fidelity Central Funds

 

4,133

Income before foreign taxes withheld

 

2,958,741

Less foreign taxes withheld

 

(172,929)

Total income

 

2,785,812

 

 

 

Expenses

Management fee

$ 633,456

Transfer agent fees

147,018

Distribution and service plan fees

91,027

Accounting and security lending fees

40,641

Custodian fees and expenses

250,107

Independent trustees' compensation

459

Registration fees

129,540

Audit

59,305

Legal

288

Miscellaneous

484

Total expenses before reductions

1,352,325

Expense reductions

(179,390)

1,172,935

Net investment income (loss)

1,612,877

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $2,465)

(1,514,743)

Foreign currency transactions

(71,319)

Total net realized gain (loss)

 

(1,586,062)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $61,936)

7,860,478

Assets and liabilities in foreign currencies

(976)

Total change in net unrealized appreciation (depreciation)

 

7,859,502

Net gain (loss)

6,273,440

Net increase (decrease) in net assets resulting from operations

$ 7,886,317

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Total Emerging Markets Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

For the period
November 1, 2011
(commencement of
operations) to
October 31, 2012

Increase (Decrease) in Net Assets

 

Operations

 

Net investment income (loss)

$ 1,612,877

Net realized gain (loss)

(1,586,062)

Change in net unrealized appreciation (depreciation)

7,859,502

Net increase (decrease) in net assets resulting from operations

7,886,317

Distributions to shareholders from net investment income

(96,645)

Share transactions - net increase (decrease)

95,209,478

Redemption fees

27,217

Total increase (decrease) in net assets

103,026,367

 

 

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $1,406,377)

$ 103,026,367

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Period ended October 31,

2012 F

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) C

  .20

Net realized and unrealized gain (loss)

  .68

Total from investment operations

  .88

Distributions from net investment income

  (.02)

Redemption fees added to paid in capital C, H

  -

Net asset value, end of period

$ 10.86

Total Return A, B

  8.80%

Ratios to Average Net Assets D, G

 

Expenses before reductions

  1.87%

Expenses net of fee waivers, if any

  1.65%

Expenses net of all reductions

  1.62%

Net investment income (loss)

  1.92%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 7,675

Portfolio turnover rate E

  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 For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Period ended October 31,

2012 F

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) C

  .17

Net realized and unrealized gain (loss)

  .68

Total from investment operations

  .85

Distributions from net investment income

  (.01)

Redemption fees added to paid in capital C, H

  -

Net asset value, end of period

$ 10.84

Total Return A, B

  8.56%

Ratios to Average Net Assets D, G

 

Expenses before reductions

  2.10%

Expenses net of fee waivers, if any

  1.90%

Expenses net of all reductions

  1.87%

Net investment income (loss)

  1.67%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 5,823

Portfolio turnover rate E

  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 For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Period ended October 31,

2012 F

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) C

  .12

Net realized and unrealized gain (loss)

  .69

Total from investment operations

  .81

Distributions from net investment income

  (.01)

Redemption fees added to paid in capital C, H

  -

Net asset value, end of period

$ 10.80

Total Return A, B

  8.07%

Ratios to Average Net Assets D, G

 

Expenses before reductions

  2.63%

Expenses net of fee waivers, if any

  2.40%

Expenses net of all reductions

  2.37%

Net investment income (loss)

  1.17%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 5,824

Portfolio turnover rate E

  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 For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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 Emerging Markets

Period ended October 31,

2012 E

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) B

  .22

Net realized and unrealized gain (loss)

  .69

Total from investment operations

  .91

Distributions from net investment income

  (.02)

Redemption fees added to paid in capital B, G

  -

Net asset value, end of period

$ 10.89

Total Return A

  9.15%

Ratios to Average Net Assets C, F

 

Expenses before reductions

  1.60%

Expenses net of fee waivers, if any

  1.40%

Expenses net of all reductions

  1.38%

Net investment income (loss)

  2.16%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 81,416

Portfolio turnover rate D

  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 For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Period ended October 31,

2012 E

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) B

  .22

Net realized and unrealized gain (loss)

  .69

Total from investment operations

  .91

Distributions from net investment income

  (.02)

Redemption fees added to paid in capital B, G

  -

Net asset value, end of period

$ 10.89

Total Return A

  9.15%

Ratios to Average Net Assets C, F

 

Expenses before reductions

  1.62%

Expenses net of fee waivers, if any

  1.40%

Expenses net of all reductions

  1.37%

Net investment income (loss)

  2.17%

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 2,287

Portfolio turnover rate D

  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 For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Fidelity Total Emerging Markets Fund


Notes to Financial Statements

For the period ended October 31, 2012

1. Organization.

Fidelity Total Emerging Markets 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 Emerging Markets and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. 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, 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

Annual Report

Fidelity Total Emerging Markets Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

securities. For corporate bonds and foreign government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, is included at the end of the Fund's Schedule of Investments.

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in

Annual Report

Fidelity Total Emerging Markets Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income 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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to 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

$ 10,983,917

Gross unrealized depreciation

(3,416,206)

Net unrealized appreciation (depreciation) on securities and other investments

$ 7,567,711

 

 

Tax Cost

$ 95,356,448

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 1,401,667

Capital loss carryforward

$ (1,234,216)

Net unrealized appreciation (depreciation)

$ 7,566,725

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

No expiration

 

Short-term

$ (1,234,216)

The tax character of distributions paid was as follows:

 

October 31, 2012

Ordinary Income

$ 96,645

Annual Report

Fidelity Total Emerging Markets Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares purchased by investors and held 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.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $144,030,449 and $50,601,679, 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 an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .80% of the Fund's average net assets.

Annual Report

5. 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%

$ 15,320

$ 13,743

Class T

.25%

.25%

22,574

15,459

Class C

.75%

.25%

53,133

52,688

 

 

 

$ 91,027

$ 81,890

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, and Class C redemptions. The deferred sales charges range from 1.00% for Class C shares, 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

$ 2,010

Class T

842

Class C*

51

 

$ 2,903

* When 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

Fidelity Total Emerging Markets Fund

Notes to Financial Statements - continued

5. 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

$ 11,782

.19

Class T

8,511

.19

Class C

10,121

.19

Total Emerging Markets

112,796

.19

Institutional Class

3,808

.18

 

$ 147,018

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $435 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $127 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

Annual Report

7. Security Lending - continued

additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. 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 $315. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Effective November 1, 2011, 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, 2013. 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

1.65%

$ 13,791

Class T

1.90%

9,129

Class C

2.40%

12,487

Total Emerging Markets

1.40%

120,371

Institutional Class

1.40%

4,771

 

 

$ 160,549

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 $18,638 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 $203.

Annual Report

Fidelity Total Emerging Markets Fund

Notes to Financial Statements - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 

Period ended
October 31,
2012
A

From net investment income

 

Class A

$ 9,099

Class T

4,204

Class C

3,000

Total Emerging Markets

75,940

Institutional Class

4,402

Total

$ 96,645

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

 

Period ended
October 31,
2012
A

Period ended
October 31,
2012
A

Class A

 

 

Shares sold

723,537

$ 7,311,002

Reinvestment of distributions

949

9,099

Shares redeemed

(17,979)

(179,387)

Net increase (decrease)

706,507

$ 7,140,714

Class T

 

 

Shares sold

597,107

$ 6,082,522

Reinvestment of distributions

439

4,204

Shares redeemed

(60,421)

(637,924)

Net increase (decrease)

537,125

$ 5,448,802

Class C

 

 

Shares sold

540,321

$ 5,429,037

Reinvestment of distributions

314

3,000

Shares redeemed

(1,143)

(12,081)

Net increase (decrease)

539,492

$ 5,419,956

Total Emerging Markets

 

 

Shares sold

8,901,615

$ 89,854,661

Reinvestment of distributions

7,686

73,759

Shares redeemed

(1,430,767)

(14,834,512)

Net increase (decrease)

7,478,534

$ 75,093,908

Institutional Class

 

 

Shares sold

209,638

$ 2,101,696

Reinvestment of distributions

459

4,402

Net increase (decrease)

210,097

$ 2,106,098

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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 32% 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 Markets Discovery Fund and Fidelity Total Emerging Markets Fund:

In our opinion, the accompanying statements of assets and liabilities, including the schedules 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 positions of Fidelity Emerging Markets Discovery Fund and Fidelity Total Emerging Markets Fund at October 31, 2012, the results of each of their operations for the year then ended, the changes in each of their net assets for the period indicated and the financial highlights for the period 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 Emerging Markets Discovery Fund's and Fidelity Total Emerging Markets 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
December 17, 2012

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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of each fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Emerging Markets Discovery

12/10/12

12/07/12

$0.059

$0.203

Total Emerging Markets

12/10/12

12/07/12

$0.169

$0.014

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:

Emerging Markets Discovery

 

December 23, 2011

100%

Total Emerging Markets

 

December 23, 2011

48%

December 29, 2011

50%

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

Emerging Markets Discovery

12/23/11

$0.015

$0.0033

 

Pay Date

Income

Taxes

Total Emerging Markets

12/23/11
12/29/11

$0.014
$0.008

$0.0009
$0.0000

The funds will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Emerging Markets Discovery Fund
Fidelity Total Emerging Markets Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for each fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, considers factors that are relevant to its annual consideration of the renewal of each fund's Advisory Contracts, including the services and support provided to each fund and its shareholders. The Board has established various standing committees, each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The 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 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew each fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to each fund and its shareholders (including the investment performance of each fund); (ii) the competitiveness of each fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with each fund; (iv) the extent to which economies of scale exist and would be realized as each fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for each fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of each fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, 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 also considered the funds' investment objectives, strategies, and related investment philosophies. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of each fund.

Resources Dedicated to Investment Management and Support Services. The Board 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 continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for each fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, each fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, 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.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance. The Board considered whether each fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. As each fund recently commenced operations the Board did not believe that it was appropriate to assign significant weight to its limited investment performance.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to each fund under the Advisory Contracts should benefit each fund's shareholders.

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 period of each fund's operation shown in the charts below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than a fund's. For example, a TMG % of 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, is also included in the charts and considered by the Board.

Fidelity Emerging Markets Discovery Fund

emd342152

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Total Emerging Markets Fund

emd342154

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 the period.

Based on its review, the Board concluded that each fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

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, 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 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 each 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 of each fund 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

The Board noted that the total expense ratio of each of Class A and the retail class of Fidelity Emerging Markets Discovery Fund ranked below its competitive median for the period and the total expense ratio of each of Class T, Class C, and Institutional Class ranked above its competitive median for the period. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans.

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class C, Institutional Class and the retail class of Fidelity Emerging Markets Discovery Fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.70%, 1.95%, 2.45%, 1.45%, and 1.45% through December 31, 2012.

The Board noted that the total expense ratio of each of Class A and the retail class of Fidelity Total Emerging Markets Fund ranked below its competitive median for the period, the total expense ratio of Class C ranked equal to its competitive median for the period, and the total expense ratio of each of Class T and Institutional Class ranked above its competitive median for the period. 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 considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans.

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class C, Institutional Class, and the retail class of Fidelity Total Emerging Markets Fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.65%, 1.90%, 2.40%, 1.40%, and 1.40% through December 31, 2012.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of each fund was reasonable, although 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.

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.

Annual Report

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 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 economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) 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) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key 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) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that each fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management &
Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Northern Trust Company
Chicago, IL

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 graphic)
1-800-544-5555

(automated graphic)
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

EMD-TEK-UANN-1212
1.931236.100

Fidelity®

Global Equity Income

Fund

Annual Report

October 31, 2012

(Fidelity Cover Art)


Contents

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 Summary

(Click Here)

A summary of the fund's holdings.

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. © 2012 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or 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


Management's Discussion of Fund Performance

Market Recap: Global stocks experienced pendulum-like swings during the 12 months ending October 31, 2012, finishing the period with a solid advance. The market faced periodic bouts of volatility this past year, as a number of macroeconomic concerns - including the eurozone debt crisis, the strength and pace of the U.S. economic recovery, and a slowdown in China's once-blistering growth - dominated headlines and weighed on investors. While a stronger U.S. dollar provided an additional head wind for foreign investments, stocks worldwide rose 8.96% for the 12 months, as measured by the MSCI® ACWI® (All Country World Index) Index, largely buttressed in the summer by pledges of accommodative monetary action from eurozone officials, as well as signs that the U.S. housing market was on the mend. Within the index, the U.S. showed the most impressive gain among major markets, advancing 15%, closely followed by Asia-Pacific ex Japan (+10%). A number of core European components, most notably Germany (+11%), Switzerland (+10%) and the U.K. (+9%), benefited from optimism about the eurozone's ability to resolve its debt woes. However, continued weakness in peripheral European markets caused the region to lag the index overall. Elsewhere, results from Canada (+3%) and the generally more volatile emerging markets (+2%) each fell short of the MSCI index, while Japan was among the few benchmark constituents to finish in the red, returning about -3%.

Comments from Ramona Persaud, Portfolio Manager of Fidelity® Global Equity Income Fund: Since its inception on May 2, 2012, through October 31, 2012, the fund returned 2.25%, outperforming the 1.67% gain of the MSCI® ACWI®. Stock selection and sector positioning were equally additive for the period, with the biggest boosts coming from positioning in health care and materials. At the stock level, large-cap pharmaceuticals firm Merck was our top contributor. Merck was trading at what I believed to be a reasonable valuation, but was also benefiting from an improving product pipeline and its continued focus on shareholder friendliness. French pharma firm Sanofi also helped bolster our results within health care, as the stock rebounded off a very cheap valuation. In materials, shares of chemicals company LyondellBassell Industries contributed when cyclical names gained favor later in the period. Conversely, the food/beverage/tobacco industry fell out of favor when the market took a "risk-on" tilt, and our positions here struggled, mainly tobacco stocks Swedish Match, Lorillard and U.K.-based British American Tobacco.

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 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 actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 2, 2012 to October 31, 2012). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (May 1, 2012 to October 31, 2012).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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.

Annual Report

 

Annualized
Expense Ratio

Beginning
Account Value

Ending
Account Value
October 31, 2012

Expenses Paid
During Period

Actual

1.20%

$ 1,000.00

$ 1,022.50

$ 6.07 A

Hypothetical (5% return per year before expenses)

 

$ 1,000.00

$ 1,019.10

$ 6.09 B

A Actual expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the period May 2, 2012 to October 31, 2012).

B Hypothetical expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report


Investment Summary (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2012

ged285658

United States of America 48.2%

 

ged285660

United Kingdom 14.5%

 

ged285662

Japan 5.5%

 

ged285664

Sweden 3.4%

 

ged285666

Switzerland 3.4%

 

ged285668

France 3.0%

 

ged285670

Brazil 2.2%

 

ged285672

Ireland 2.1%

 

ged285674

Korea (South) 1.9%

 

jmcw

Other 15.8%

 

ged285678

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation

 

% of fund's
net assets

Stocks

95.5

Short-Term Investments and Net Other Assets (Liabilities)

4.5

Top Ten Stocks as of October 31, 2012

 

% of fund's
net assets

Johnson & Johnson (United States of America, Pharmaceuticals)

2.8

Apple, Inc. (United States of America, Computers & Peripherals)

2.7

Merck & Co., Inc. (United States of America, Pharmaceuticals)

2.4

Chevron Corp. (United States of America, Oil, Gas & Consumable Fuels)

2.4

IBM Corp. (United States of America, IT Services)

2.2

Wells Fargo & Co. (United States of America, Commercial Banks)

2.1

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

2.0

U.S. Bancorp (United States of America, Commercial Banks)

1.9

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.9

General Electric Co. (United States of America, Industrial Conglomerates)

1.8

 

22.2

Market Sectors as of October 31, 2012

 

% of fund's
net assets

Financials

17.0

Consumer Staples

13.9

Health Care

13.7

Energy

10.0

Information Technology

10.0

Consumer Discretionary

9.3

Industrials

9.2

Telecommunication Services

6.6

Utilities

2.9

Materials

2.7

Annual Report


Investments October 31, 2012

Showing Percentage of Net Assets

Common Stocks - 94.7%

Shares

Value

Australia - 1.2%

SP AusNet unit

91,108

$ 100,249

Spark Infrastructure Group unit

58,784

103,125

Telstra Corp. Ltd.

28,716

123,408

TOTAL AUSTRALIA

326,782

Bailiwick of Jersey - 1.1%

Informa PLC

28,510

184,124

Wolseley PLC

2,700

118,035

TOTAL BAILIWICK OF JERSEY

302,159

Brazil - 2.2%

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

2,342

95,530

Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) sponsored ADR

1,650

138,617

Itau Unibanco Holdings SA sponsored ADR

11,420

166,504

Multiplus SA

8,000

185,874

TOTAL BRAZIL

586,525

Canada - 0.4%

Fairfax Financial Holdings Ltd. (sub. vtg.)

302

112,034

Cayman Islands - 0.2%

Pico Far East Holdings Ltd.

258,000

63,251

Chile - 0.5%

Inversiones La Construccion SA

7,480

132,142

France - 3.0%

Arkema SA

1,400

127,640

Euler Hermes SA

1,250

86,162

Ipsos SA

4,100

144,068

Sanofi SA

5,103

448,184

TOTAL FRANCE

806,054

Germany - 0.6%

Hugo Boss AG

830

83,084

Muehlbauer Holding AG & Co.

2,941

74,829

TOTAL GERMANY

157,913

Hong Kong - 1.3%

HKT Trust / HKT Ltd. unit

377,000

349,757

Indonesia - 0.4%

PT Media Nusantara Citra Tbk

373,500

109,852

Common Stocks - continued

Shares

Value

Ireland - 2.1%

Accenture PLC Class A

5,760

$ 388,282

CRH PLC

73

1,359

FBD Holdings PLC

5,820

72,796

Irish Continental Group PLC unit

4,400

107,218

TOTAL IRELAND

569,655

Israel - 1.0%

Israel Chemicals Ltd.

13,000

162,682

Rami Levi Chain Stores Hashikma Marketing 2006 Ltd.

3,296

98,193

TOTAL ISRAEL

260,875

Italy - 1.3%

ENI SpA

15,300

352,067

Japan - 5.5%

Aozora Bank Ltd.

24,000

67,644

Autobacs Seven Co. Ltd.

1,600

65,640

Canon, Inc.

3,800

123,499

Daito Trust Construction Co. Ltd.

1,600

161,543

Japan Retail Fund Investment Corp.

76

138,519

Japan Tobacco, Inc.

12,100

334,368

Nippon Telegraph & Telephone Corp.

3,200

146,330

Relo Holdings Corp.

5,500

182,851

Seven Bank Ltd.

60,100

171,650

USS Co. Ltd.

810

85,130

TOTAL JAPAN

1,477,174

Korea (South) - 1.9%

DGB Financial Group Co. Ltd.

6,350

80,371

KT&G Corp.

3,188

242,977

LG Telecom Ltd.

17,140

109,569

YESCO Co. Ltd.

2,760

76,068

TOTAL KOREA (SOUTH)

508,985

Netherlands - 1.8%

Koninklijke Philips Electronics NV

8,800

220,405

LyondellBasell Industries NV Class A

5,030

268,552

TOTAL NETHERLANDS

488,957

Nigeria - 0.5%

Guaranty Trust Bank PLC

500,000

63,033

Nestle Foods Nigeria PLC

14,700

63,177

TOTAL NIGERIA

126,210

Common Stocks - continued

Shares

Value

Norway - 0.8%

Telenor ASA

10,600

$ 208,419

Panama - 1.0%

Copa Holdings SA Class A

2,950

273,819

South Africa - 1.0%

Clicks Group Ltd.

29,886

206,050

Foschini Ltd.

3,500

50,817

TOTAL SOUTH AFRICA

256,867

Spain - 0.5%

Grifols SA ADR

5,230

131,587

Sweden - 3.4%

Intrum Justitia AB

12,810

185,403

Svenska Handelsbanken AB (A Shares)

10,230

350,413

Swedish Match Co. AB

11,350

386,724

TOTAL SWEDEN

922,540

Switzerland - 3.4%

Clariant AG (Reg.)

15,870

169,896

Roche Holding AG (participation certificate)

2,748

528,473

UBS AG

14,370

215,602

TOTAL SWITZERLAND

913,971

Taiwan - 1.5%

Far EasTone Telecommunications Co. Ltd.

67,000

154,598

Taiwan Semiconductor Manufacturing Co. Ltd.

79,000

240,738

TOTAL TAIWAN

395,336

United Kingdom - 14.5%

Barclays PLC

56,854

210,231

BP PLC

45,489

324,864

British American Tobacco PLC (United Kingdom)

9,700

481,116

Dunelm Group PLC

9,100

98,390

Ensco PLC Class A

2,153

124,486

GlaxoSmithKline PLC

20,900

468,316

Hilton Food Group PLC

40,500

181,529

ICAP PLC

24,100

126,436

London Stock Exchange Group PLC

12,500

196,777

Reckitt Benckiser Group PLC

7,458

451,326

Royal Dutch Shell PLC Class A (United Kingdom)

13,292

456,085

Common Stocks - continued

Shares

Value

United Kingdom - continued

Vodafone Group PLC

186,110

$ 505,407

WH Smith PLC

26,152

262,079

TOTAL UNITED KINGDOM

3,887,042

United States of America - 43.6%

Altria Group, Inc.

9,150

290,970

American Tower Corp.

2,190

164,885

Analog Devices, Inc.

8,060

315,227

Apple, Inc.

1,200

714,120

Cardinal Health, Inc.

1,900

78,147

Cedar Fair LP (depository unit)

8,040

288,234

CenturyLink, Inc.

4,770

183,073

Chevron Corp.

5,880

648,035

CME Group, Inc.

1,342

75,058

Colgate-Palmolive Co.

2,550

267,648

Comcast Corp. Class A

8,540

320,335

Corrections Corp. of America

1,860

62,589

Dr Pepper Snapple Group, Inc.

9,199

394,177

Eli Lilly & Co.

4,260

207,164

Emerson Electric Co.

4,280

207,280

Exxon Mobil Corp.

3,170

289,009

General Electric Co.

23,280

490,277

Hubbell, Inc. Class B

3,246

271,755

IBM Corp.

3,060

595,262

Johnson & Johnson

10,409

737,161

JPMorgan Chase & Co.

8,460

352,613

Limited Brands, Inc.

2,860

136,965

Lorillard, Inc.

2,066

239,677

M&T Bank Corp.

2,418

251,714

McDonald's Corp.

1,670

144,956

Merck & Co., Inc.

14,310

652,965

Microsoft Corp.

10,400

296,764

Pfizer, Inc.

12,610

313,611

PG&E Corp.

4,250

180,710

PNC Financial Services Group, Inc.

2,460

143,147

Psychemedics Corp.

7,730

88,431

Sempra Energy

2,380

166,005

The Williams Companies, Inc.

11,490

402,035

U.S. Bancorp

15,220

505,456

United Technologies Corp.

3,420

267,307

VF Corp.

1,900

297,312

Common Stocks - continued

Shares

Value

United States of America - continued

Wells Fargo & Co.

17,100

$ 576,099

Western Gas Partners LP

1,820

92,784

TOTAL UNITED STATES OF AMERICA

11,708,957

TOTAL COMMON STOCKS

(Cost $24,390,647)


25,428,930

Preferred Stocks - 0.8%

 

 

 

 

Convertible Preferred Stocks - 0.1%

United States of America - 0.1%

United Technologies Corp. 7.50%

460

25,015

Nonconvertible Preferred Stocks - 0.7%

Germany - 0.7%

Volkswagen AG

960

198,591

TOTAL PREFERRED STOCKS

(Cost $187,943)


223,606

Money Market Funds - 6.7%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (a)
(Cost $1,789,040)

1,789,040


1,789,040

TOTAL INVESTMENT PORTFOLIO - 102.2%

(Cost $26,367,630)

27,441,576

NET OTHER ASSETS (LIABILITIES) - (2.2)%

(603,371)

NET ASSETS - 100%

$ 26,838,205

Legend

(a) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. 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

$ 1,290

Other Information

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

The following is a summary of the inputs used, as of October 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 2,532,828

$ 2,532,828

$ -

$ -

Consumer Staples

3,733,462

3,252,346

481,116

-

Energy

2,689,365

1,556,349

1,133,016

-

Financials

4,603,680

4,177,847

425,833

-

Health Care

3,654,039

2,737,539

916,500

-

Industrials

2,489,806

2,269,401

220,405

-

Information Technology

2,673,892

2,309,655

364,237

-

Materials

730,129

728,770

1,359

-

Telecommunication Services

1,780,561

1,128,824

651,737

-

Utilities

764,774

764,774

-

-

Money Market Funds

1,789,040

1,789,040

-

-

Total Investments in Securities:

$ 27,441,576

$ 23,247,373

$ 4,194,203

$ -

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2012

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $24,578,590)

$ 25,652,536

 

Fidelity Central Funds (cost $1,789,040)

1,789,040

 

Total Investments (cost $26,367,630)

 

$ 27,441,576

Foreign currency held at value (cost $9,457)

9,457

Receivable for investments sold

261,300

Receivable for fund shares sold

81,323

Dividends receivable

35,177

Distributions receivable from Fidelity Central Funds

296

Prepaid expenses

11,681

Receivable from investment adviser for expense reductions

4,460

Other receivables

1,474

Total assets

27,846,744

 

 

 

Liabilities

Payable to custodian bank

$ 1,649

Payable for investments purchased

913,519

Payable for fund shares redeemed

24,204

Accrued management fee

15,265

Custodian fees payable

8,970

Audit fees payable

39,471

Other affiliated payables

5,461

Total liabilities

1,008,539

 

 

 

Net Assets

$ 26,838,205

Net Assets consist of:

 

Paid in capital

$ 25,756,602

Distributions in excess of net investment income

(9)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

8,315

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

1,073,297

Net Assets, for 2,642,099 shares outstanding

$ 26,838,205

Net Asset Value, offering price and redemption price per share ($26,838,205 ÷ 2,642,099 shares)

$ 10.16

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

 

For the period
May 2, 2012
(commencement of
operations) to
October 31, 2012

 

 

 

Investment Income

 

 

Dividends

 

$ 238,310

Interest

 

32

Income from Fidelity Central Funds

 

1,290

Income before foreign taxes withheld

 

239,632

Less foreign taxes withheld

 

(9,079)

Total income

 

230,553

 

 

 

Expenses

Management fee

$ 58,225

Transfer agent fees

19,394

Accounting fees and expenses

4,266

Custodian fees and expenses

35,143

Independent trustees' compensation

41

Registration fees

14,990

Audit

47,701

Legal

9

Total expenses before reductions

179,769

Expense reductions

(82,980)

96,789

Net investment income (loss)

133,764

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

17,106

Foreign currency transactions

(185)

Total net realized gain (loss)

 

16,921

Change in net unrealized appreciation (depreciation) on:

Investment securities

1,073,946

Assets and liabilities in foreign currencies

(649)

Total change in net unrealized appreciation (depreciation)

 

1,073,297

Net gain (loss)

1,090,218

Net increase (decrease) in net assets resulting from operations

$ 1,223,982

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

For the period
May 2, 2012
(commencement of
operations) to
October 31, 2012

Increase (Decrease) in Net Assets

 

Operations

 

Net investment income (loss)

$ 133,764

Net realized gain (loss)

16,921

Change in net unrealized appreciation (depreciation)

1,073,297

Net increase (decrease) in net assets resulting
from operations

1,223,982

Distributions to shareholders from net investment income

(140,159)

Share transactions
Proceeds from sales of shares

27,834,579

Reinvestment of distributions

131,259

Cost of shares redeemed

(2,214,390)

Net increase (decrease) in net assets resulting from share transactions

25,751,448

Redemption fees

2,934

Total increase (decrease) in net assets

26,838,205

 

 

Net Assets

Beginning of period

-

End of period (including distributions in excess of net investment
income of $9)

$ 26,838,205

Other Information

Shares

Sold

2,850,222

Issued in reinvestment of distributions

12,874

Redeemed

(220,997)

Net increase (decrease)

2,642,099

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights

Period ended October 31,

2012 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) D

.08

Net realized and unrealized gain (loss)

.15

Total from investment operations

.23

Distributions from net investment income

  (.07)

Redemption fees added to paid in capital D, J

  -

Net asset value, end of period

$ 10.16

Total Return B, C

2.25%

Ratios to Average Net Assets E, H

 

Expenses before reductions

2.18% A

Expenses net of fee waivers, if any

1.20% A

Expenses net of all reductions

1.17% A

Net investment income (loss)

1.62% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 26,838

Portfolio turnover rate F

33% I

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period May 2, 2012 (commencement of operations) to October 31, 2012.

H 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. 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 Fund.

I Amount not annualized.

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, 2012

1. Organization.

Fidelity Global Equity Income 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2012, is included at the end of the Fund's Schedule of Investments.

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency Translation. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

realized gains. As a result, no provision for income taxes is required. As of October 31, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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. 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, passive foreign investment companies (PFIC), partnerships, equity-debt classifications and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 1,494,423

Gross unrealized depreciation

(488,303)

Net unrealized appreciation (depreciation) on securities and other investments

$ 1,006,120

 

 

Tax Cost

$ 26,435,456

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 76,142

Net unrealized appreciation (depreciation)

$ 1,005,471

The tax character of distributions paid was as follows:

 

October 31, 2012

Ordinary Income

$ 140,159

Annual Report

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares purchased by investors and held 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 December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $30,201,969 and $5,639,719, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .71% of the Fund's average net assets.

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 annualized rate of .24% of average net assets.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Accounting Fees. Fidelity Service Company, Inc.(FSC), an affiliate of FMR, maintains the Fund's accounting records. The fee is based on the level of average net assets for each month.

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 $81 for the period.

6. Expense Reductions.

FMR contractually agreed to reimburse the Fund to the extent annual operating expenses exceeded 1.20% of average net assets. This reimbursement will remain in place through December 31, 2013. Some expenses, for example interest expense, are excluded from this reimbursement. During the period this reimbursement reduced the Fund's expenses by $80,725.

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 $2,247 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 $8.

7. 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 Global Equity Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Global Equity Income Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2012, and the related statement of operations, the statement of changes in net assets and the financial highlights for the period from May 2, 2012 (commencement of operations) to October 31, 2012. 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 audit.

We conducted our audit 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 audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2012, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audit 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 Global Equity Income Fund as of October 31, 2012, the results of its operations, the changes in its net assets and the financial highlights for the period from May 2, 2012 (commencement of operations) to October 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2012

Annual Report


Trustees and Officers

The Trustees, 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 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the 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 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 (77)

 

Year of Election or Appointment: 2007

Mr. Curvey is Trustee and 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 (55)

 

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 (64)

 

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 (59)

 

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 Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-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 (68)

 

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 Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-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 (68)

 

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). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Robert W. Selander (62)

 

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 (68)

 

Year of Election or Appointment: 2005

Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees 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 (73)

 

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 a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating 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, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).

David M. Thomas (63)

 

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), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).

Michael E. Wiley (62)

 

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 David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. 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 (82)

 

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 (68)

 

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).

David A. Rosow (70)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.

Garnett A. Smith (65)

 

Year of Election or Appointment: 2012

Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).

Kenneth B. Robins (43)

 

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 (47)

 

Year of Election or Appointment: 2006

Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment 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 (48)

 

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 (44)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

William C. Coffey (43)

 

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).

Elizabeth Paige Baumann (44)

 

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).

Christine Reynolds (54)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Joseph A. Hanlon (44)

 

Year of Election or Appointment: 2012

Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.

Joseph F. Zambello (55)

 

Year of Election or Appointment: 2011

Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Adrien E. Deberghes (45)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Name, Age; Principal Occupation

Stephen Sadoski (41)

 

Year of Election or Appointment: 2012

Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).

Stephanie J. Dorsey (43)

 

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 (54)

 

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 (54)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Jonathan Davis (44)

 

Year of Election or Appointment: 2010

Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report


Distributions (Unaudited)

The Board of Trustees of Fidelity Global Equity Income Fund voted to pay on December 10, 2012, to shareholders of record at the opening of business on December 07, 2012, a distribution of $0.028 per share derived from capital gains realized from sales of portfolio securities, and a dividend of $0.041 per share derived from net investment income.

The fund designates 58% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% of the dividends distributed in 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

07/09/12

$0.008

$0.0013

10/08/12

$0.018

$0.0029

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report


Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Global Equity Income Fund

On March 14, 2012, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve 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, considered a broad range of information.

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 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 the nature, extent, quality, and cost of advisory, administrative, and shareholder services to be 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. The Board also considered the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians.

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 Performance. The fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contracts. The Board considered the Investment Advisers' strength in fundamental, research-driven global and equity income securities selection, which the Board is familiar with through its supervision of other Fidelity funds that invest in such securities.

Based on its review, the Board concluded that the nature, extent, and quality of services to be 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 proposed management fee and the projected total expense ratio of the fund in reviewing the Advisory Contracts. The Board noted that the fund's proposed management fee rate is lower than the median fee rate of funds with similar Lipper investment objective categories and comparable management fee characteristics.

The Board also noted that FMR had contractually agreed to reimburse the fund to the extent that total operating expenses (excluding interest, taxes, securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of its average net assets exceed a certain limit.

Based on its review, the Board concluded that the fund's management fee and projected total expense ratio were reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability. The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. In connection with its future renewal of the fund's Advisory Contracts, the Board will consider 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.

Economies of Scale. The Board will consider economies of scale when there is operating experience to permit assessment thereof. It noted that, notwithstanding the entrepreneurial risk associated with a new fund, the management fee was at a level normally associated, by comparison with competitors, with very high fund net assets, and Fidelity asserted to the Board that the level of the fee anticipated economies of scale at lower asset levels even before, if ever, economies of scale are achieved. The Board also noted that the fund and its shareholders would have access to the very considerable number and variety of services available through Fidelity and its affiliates.

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 approved.

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
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

FIL Investment Advisors (FIA)

FIL Investment Advisors (UK) Limited
(FIA(UK))

FIL Investments (Japan) Limited (FIJ)

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

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 graphic)
1-800-544-5555

(automated graphic)
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

GED-UANN-1212
1.938161.100

Item 2. Code of Ethics

As of the end of the period, October 31, 2012, 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 Global Equity Income 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, 2012 FeesA, B

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Diversified International Fund

$94,000

$-

$6,800

$3,600

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

$50,000

$-

$5,900

$400

Fidelity Global Equity Income Fund

$34,000

$-

$5,700

$200

Fidelity International Capital Appreciation Fund

$49,000

$-

$6,800

$400

Fidelity International Small Cap Fund

$119,000

$-

$6,800

$500

Fidelity International Small Cap Opportunities Fund

$49,000

$-

$5,700

$400

Fidelity International Value Fund

$47,000

$-

$5,700

$400

Fidelity Series Emerging Markets Fund

$39,000

$-

$6,800

$1,000

Fidelity Series International Small Cap Fund

$43,000

$-

$5,700

$600

Fidelity Series International Value Fund

$43,000

$-

$5,700

$1,400

Fidelity Total International Equity Fund

$59,000

$-

$6,600

$400

Fidelity Worldwide Fund

$50,000

$-

$5,700

$500

October 31, 2011 FeesA, B

 

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 Global Equity Income Fund

$-

$-

$-

$-

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

A Amounts may reflect rounding.

B Fidelity Global Equity Income Fund commenced operations on May 2, 2012.

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Fidelity Emerging Markets Discovery Fund, Fidelity Global Commodity Stock Fund, Fidelity International Discovery Fund, Fidelity International Growth Fund, Fidelity Overseas Fund, Fidelity Series International Growth Fund, and Fidelity Total Emerging Markets Fund (the "Funds"):

Services Billed by PwC

October 31, 2012 FeesA,B

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Emerging Markets Discovery Fund

$40,000

$-

$5,100

$1,400

Fidelity Global Commodity Stock Fund

$41,000

$-

$2,900

$1,800

Fidelity International Discovery Fund

$78,000

$-

$9,600

$4,900

Fidelity International Growth Fund

$54,000

$-

$5,100

$1,600

Fidelity Overseas Fund

$65,000

$-

$11,400

$2,400

Fidelity Series International Growth Fund

$54,000

$-

$5,100

$4,900

Fidelity Total Emerging Markets Fund

$46,000

$-

$4,300

$1,400

October 31, 2011 FeesA,B

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Emerging Markets Discovery Fund

$-

$-

$-

$-

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

Fidelity Total Emerging Markets Fund

$-

$-

$-

$-

A Amounts may reflect rounding.

B Fidelity Emerging Markets Discovery Fund and Fidelity Total Emerging Markets Fund commenced operations on November 1, 2011.

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, 2012A, B

October 31, 2011A, B

Audit-Related Fees

$720,000

$440,000

Tax Fees

$-

$-

All Other Fees

$1,305,000

$430,000

A Amounts may reflect rounding.

B May include amounts billed prior to the Fidelity Global Equity Income Fund's commencement of operations.

Services Billed by PwC

 

October 31, 2012A, B

October 31, 2011A, B

Audit-Related Fees

$3,640,000

$3,835,000

Tax Fees

$-

$-

All Other Fees

$-

$-

A Amounts may reflect rounding.

B May include amounts billed prior to the Fidelity Emerging Markets Discovery Fund's and Fidelity Total Emerging Markets Fund's commencement of operations.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for 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, 2012 A,B,C

October 31, 2011 A,B,C

PwC

$4,230,000

$5,895,000

Deloitte Entities

$2,150,000

$1,035,000

A Amounts may reflect rounding.

B May include amounts billed prior to the Fidelity Global Equity Income Fund's commencement of operations.

C May include amounts billed prior to the Fidelity Emerging Markets Discovery Fund's and Fidelity Total Emerging Markets Fund's commencement of operations.

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 26, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

December 26, 2012

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

December 26, 2012