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)

245 Summer St., Boston, Massachusetts 02210
(Address of principal executive offices)       (Zip code)

Scott C. Goebel, Secretary

245 Summer St.

Boston, Massachusetts 02210
(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, 2013

This report on Form N-CSR relates solely to the Registrant's Fidelity Diversified International Fund, Fidelity International Capital Appreciation Fund, Fidelity Overseas Fund, and Fidelity Worldwide Fund (each, a "Fund" and collectively, the "Funds").

Item 1. Reports to Stockholders

Fidelity®

Overseas
Fund -

Class K

Annual Report

October 31, 2013

(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. © 2013 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, 2013

Past 1
year

Past 5
years

Past 10
years

Class K A

28.37%

11.49%

6.95%

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, 2003. 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. See footnote A above for additional information regarding the performance of Class K.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: On balance, global equity markets remained upbeat for the 12-month period ending October 31, 2013. The MSCI® ACWI® (All Country World Index) Index gained 23.75% for the period, amid investor preference for higher-risk assets. The period was not without turbulence, however. In the spring and summer, central banks worldwide, especially in the U.S. and China, made clear their intentions to maintain accommodative monetary policies. That stance, combined with modest cyclical improvements around the globe and generally low valuations, underpinned the broad rally in equities. Europe (+32%) shone brightly, with most markets in the region - large and small - registering solid, index-beating gains. Another bright spot was Japan, which, despite a struggling yen and taking a second-half breather, posted a 34% result for the full year. The U.S. - by far the index's biggest constituent - also outperformed the global market with a roughly 28% advance. Meanwhile, Asia-Pacific ex Japan (+14%) lagged, hurt in part by a slowdown in Australia's mining industry as well as currency headwinds. Foreign-exchange and commodity weakness also curbed results in resource-heavy Canada and emerging markets (EM), both of which were up 7%. Country-level EM performance diverged meaningfully for the period, as evidenced by performance in Brazil (-1%), Russia (+12%), India (+1%) and China (+8%).

Comments from Vincent Montemaggiore, Portfolio Manager of Fidelity® Overseas Fund: For the year, the fund's Class K shares returned 28.37%, topping the 27.02% gain of the MSCI® EAFE® Index. Versus the index, the fund was particularly helped by stock picking in the United Kingdom and a sizable underweighting in the Asia-Pacific ex Japan region. At the stock level, a non-index stake in South African asset manager Coronation Fund Managers was the fund's top relative contributor. The company benefited from superior fund performance and rapid growth in its institutional, retail and international products. Also bolstering our result was an overweighting in Deutsche Post, a Germany-based logistics services provider. Conversely, the fund struggled somewhat on a relative basis because I underweighted Japan to varying degrees throughout the year. Not owning Japanese automaker Toyota Motor until May made it by far the fund's biggest relative detractor, as this stock was one beneficiary of a significantly weaker yen. Saipem, an Italy-based provider of onshore and offshore engineering, construction and drilling services for energy firms, significantly reduced its financial guidance, and I sold the stock in the first half of the period.

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, 2013 to October 31, 2013).

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
B

Beginning
Account Value
May 1, 2013

Ending
Account Value
October 31, 2013

Expenses Paid
During Period
*
May 1, 2013
to October 31, 2013

Overseas

1.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,099.50

$ 6.14

Hypothetical A

 

$ 1,000.00

$ 1,019.36

$ 5.90

Class K

.98%

 

 

 

Actual

 

$ 1,000.00

$ 1,100.30

$ 5.19

Hypothetical A

 

$ 1,000.00

$ 1,020.27

$ 4.99

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Annual Report

Fidelity Overseas Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

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United Kingdom

23.6%

 

oww427

Japan

18.8%

 

oww429

Germany

11.2%

 

oww431

Switzerland

9.2%

 

oww433

France

7.8%

 

oww435

United States of America*

5.3%

 

oww437

Sweden

3.3%

 

oww439

Spain

2.6%

 

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Bailiwick of Jersey

2.5%

 

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Other

15.7%

 

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* 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, 2013

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United Kingdom

24.0%

 

oww427

Japan

17.6%

 

oww429

Germany

12.8%

 

oww431

Switzerland

9.7%

 

oww433

France

7.1%

 

oww435

United States of America*

5.1%

 

oww437

Sweden

4.1%

 

oww439

Australia

3.0%

 

oww441

Bailiwick of Jersey

2.1%

 

oww443

Other

14.5%

 

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* 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 as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

99.3

99.2

Short-Term Investments and Net Other Assets (Liabilities)

0.7

0.8

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

2.4

2.6

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

2.3

2.2

Sanofi SA (France, Pharmaceuticals)

1.7

1.8

Bayer AG (Germany, Pharmaceuticals)

1.6

1.4

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

1.3

1.5

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.3

1.6

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.3

1.3

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

1.3

2.0

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

1.3

1.5

Diageo PLC (United Kingdom, Beverages)

1.2

1.3

 

15.7

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

19.7

18.1

Consumer Discretionary

17.3

15.3

Industrials

14.4

14.1

Consumer Staples

12.6

15.4

Health Care

11.9

12.9

Information Technology

9.4

9.2

Materials

7.9

8.5

Telecommunication Services

3.9

2.1

Energy

2.2

3.6

Annual Report

Fidelity Overseas Fund


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 97.2%

Shares

Value

Australia - 2.5%

Ansell Ltd.

467,835

$ 8,617,976

Australia & New Zealand Banking Group Ltd.

985,010

31,504,438

BHP Billiton Ltd.

578,726

20,459,930

TOTAL AUSTRALIA

60,582,344

Austria - 0.5%

Andritz AG

191,400

11,790,454

Bailiwick of Jersey - 2.5%

Experian PLC

919,600

18,725,980

Informa PLC

1,166,691

10,466,412

Regus PLC

2,269,770

7,464,305

WPP PLC

1,159,933

24,642,835

TOTAL BAILIWICK OF JERSEY

61,299,532

Belgium - 2.1%

Anheuser-Busch InBev SA NV

304,612

31,577,218

KBC Groupe SA

343,211

18,709,689

TOTAL BELGIUM

50,286,907

Bermuda - 0.4%

Signet Jewelers Ltd.

124,700

9,310,102

Brazil - 0.2%

Qualicorp SA (a)

546,300

5,116,228

Canada - 0.5%

Constellation Software, Inc.

60,900

11,094,179

Cayman Islands - 0.8%

Lifestyle International Holdings Ltd.

2,950,000

6,430,414

Lifestyle Property Development Ltd.

135,675

27,474

Shenzhou International Group Holdings Ltd.

3,620,000

12,466,658

TOTAL CAYMAN ISLANDS

18,924,546

Denmark - 0.9%

Novo Nordisk A/S Series B

134,100

22,334,709

Finland - 0.4%

Nokian Tyres PLC

181,900

9,204,748

France - 7.8%

ALTEN

176,200

7,983,290

AXA SA

785,900

19,633,825

BIC SA

85,500

10,685,866

BNP Paribas SA

288,971

21,398,790

Christian Dior SA

106,997

20,338,525

Dassault Systemes SA

90,700

11,022,971

Groupe FNAC SA (a)

11,262

314,994

Ipsos SA

290,357

12,246,824

Kering SA

88,200

20,040,757

Rexel SA

443,700

11,114,901

Sanofi SA

387,756

41,343,799

Sodexo SA

136,700

13,268,860

TOTAL FRANCE

189,393,402

 

Shares

Value

Germany - 9.1%

adidas AG

197,700

$ 22,569,357

BASF AG

274,372

28,546,865

Bayer AG

308,797

38,379,896

Brenntag AG

114,700

19,435,594

Continental AG

70,100

12,844,308

Deutsche Boerse AG

186,092

14,010,353

Deutsche Post AG

706,487

23,908,876

Fresenius SE & Co. KGaA

156,500

20,341,464

GEA Group AG

333,606

14,517,161

Gerry Weber International AG (Bearer)

172,900

7,177,633

Linde AG

69,707

13,245,523

Pfeiffer Vacuum Technology AG

62,789

7,323,979

TOTAL GERMANY

222,301,009

Greece - 0.2%

Metka SA

223,183

4,196,920

Hong Kong - 0.1%

City Telecom (HK) Ltd. (CTI)

7,403,000

2,425,335

Ireland - 2.1%

Accenture PLC Class A

120,800

8,878,800

DCC PLC (United Kingdom)

353,500

15,864,785

Greencore Group PLC

3,639,500

10,509,869

Kerry Group PLC Class A

254,264

16,282,629

TOTAL IRELAND

51,536,083

Israel - 0.4%

Check Point Software Technologies Ltd. (a)

168,800

9,793,776

Italy - 1.0%

Pirelli & C SpA

880,000

12,402,232

World Duty Free SpA (a)

1,178,242

13,054,026

TOTAL ITALY

25,456,258

Japan - 18.8%

AEON Financial Service Co. Ltd. (d)

363,200

11,153,965

Air Water, Inc.

670,000

9,577,164

Aozora Bank Ltd.

4,326,000

12,575,832

ARNEST ONE Corp. (d)

305,500

8,376,162

Astellas Pharma, Inc.

275,200

15,341,404

Credit Saison Co. Ltd.

328,300

8,985,709

Daikin Industries Ltd.

179,500

10,327,244

Don Quijote Co. Ltd.

235,100

15,649,781

GMO Internet, Inc.

1,024,400

11,645,454

H.I.S. Co. Ltd.

165,100

8,904,614

Honda Motor Co. Ltd. sponsored ADR

640,800

25,606,368

Horiba Ltd.

209,200

7,644,262

Hoya Corp.

519,300

12,452,486

Japan Tobacco, Inc.

681,300

24,651,944

Kansai Paint Co. Ltd.

679,000

9,123,644

Keyence Corp.

59,990

25,711,115

Leopalace21 Corp. (a)

1,253,900

8,705,212

Makita Corp.

167,200

8,455,198

Common Stocks - continued

Shares

Value

Japan - continued

Meitec Corp.

280,200

$ 7,469,201

Miraca Holdings, Inc.

214,300

9,655,936

Misumi Group, Inc.

248,600

7,277,604

Nakanishi, Inc.

35,300

5,019,276

Nihon Nohyaku Co. Ltd.

488,000

5,849,257

Nitori Holdings Co. Ltd.

73,500

6,894,721

Obic Co. Ltd.

349,900

10,987,798

Omron Corp.

422,500

16,123,117

ORIX Corp.

1,555,800

26,948,147

Seven Bank Ltd.

2,981,900

10,553,707

Shinsei Bank Ltd.

6,220,000

14,562,926

Ship Healthcare Holdings, Inc.

259,400

10,644,315

SMC Corp.

61,400

14,295,040

SoftBank Corp.

301,300

22,500,755

Software Service, Inc.

60,100

2,259,661

Toyota Motor Corp.

441,100

28,600,126

Tsuruha Holdings, Inc.

104,000

9,442,039

USS Co. Ltd.

1,055,200

15,452,873

TOTAL JAPAN

459,424,057

Luxembourg - 0.5%

Eurofins Scientific SA

48,700

13,353,424

Netherlands - 0.5%

AEGON NV

1,692,552

13,467,439

Norway - 1.4%

DNB ASA

1,187,600

21,046,657

Telenor ASA

522,800

12,558,336

TOTAL NORWAY

33,604,993

South Africa - 1.2%

Coronation Fund Managers Ltd.

1,597,200

13,030,575

EOH Holdings Ltd.

471,700

3,820,118

Nampak Ltd.

2,343,900

7,751,710

Pinnacle Technology Holdings Ltd.

2,051,500

5,019,035

TOTAL SOUTH AFRICA

29,621,438

Spain - 2.6%

Amadeus IT Holding SA Class A

578,700

21,489,714

Banco Bilbao Vizcaya Argentaria SA

2,246,400

26,253,523

Criteria CaixaCorp SA (d)

1,201,300

6,245,348

Grifols SA ADR

336,000

10,133,760

TOTAL SPAIN

64,122,345

Sweden - 3.3%

ASSA ABLOY AB (B Shares)

301,600

14,972,835

Nordea Bank AB

1,882,600

24,113,363

Svenska Cellulosa AB (SCA) (B Shares)

485,600

13,788,536

Svenska Handelsbanken AB (A Shares)

305,400

13,837,153

Swedbank AB (A Shares)

493,300

12,865,287

TOTAL SWEDEN

79,577,174

 

Shares

Value

Switzerland - 9.2%

Aryzta AG

257,811

$ 19,264,436

Credit Suisse Group

577,220

17,956,141

Nestle SA

813,056

58,689,599

Roche Holding AG (participation certificate)

198,309

54,901,880

Schindler Holding AG (participation certificate)

82,005

11,631,723

SGS SA (Reg.)

7,690

18,018,339

Syngenta AG (Switzerland)

54,143

21,853,019

UBS AG

1,149,464

22,231,864

TOTAL SWITZERLAND

224,547,001

United Kingdom - 23.6%

Aberdeen Asset Management PLC

1,785,800

12,681,785

AMEC PLC

695,914

13,133,302

Babcock International Group PLC

720,700

14,733,522

Barclays PLC

5,000,712

21,040,325

BHP Billiton PLC

796,578

24,581,201

British American Tobacco PLC (United Kingdom)

583,200

32,176,476

BT Group PLC

3,614,000

21,866,990

Bunzl PLC

554,807

12,249,483

Croda International PLC

286,200

11,178,635

Dechra Pharmaceuticals PLC

438,095

4,846,847

Devro PLC

1,332,113

6,755,883

Diageo PLC

945,333

30,134,833

Diploma PLC

1,205,671

13,396,888

Domino Printing Sciences PLC

956,214

10,602,033

Elementis PLC

2,658,200

11,043,251

Hilton Food Group PLC

1,073,900

7,369,695

IMI PLC

701,300

17,080,615

ITV PLC

4,300,400

13,163,054

Jazztel PLC (a)

647,200

7,100,185

Johnson Matthey PLC

285,400

13,746,615

Kingfisher PLC

2,265,361

13,711,856

London Stock Exchange Group PLC

475,000

12,505,718

Meggitt PLC

2,154,200

19,774,404

Next PLC

260,500

22,742,986

Prudential PLC

1,123,522

22,976,884

Reckitt Benckiser Group PLC

340,600

26,475,803

Rolls-Royce Group PLC

1,039,806

19,173,087

Royal Dutch Shell PLC Class A (United Kingdom)

946,679

31,528,986

Royal Mail PLC

172,500

1,548,884

Senior Engineering Group PLC

1,817,000

8,676,039

Serco Group PLC

1,048,109

9,360,597

Spectris PLC

293,300

10,872,809

Spirax-Sarco Engineering PLC

226,007

10,574,237

Standard Chartered PLC (United Kingdom)

1,036,613

24,923,269

The Restaurant Group PLC

1,082,600

9,998,443

Vodafone Group PLC

8,709,459

31,900,682

TOTAL UNITED KINGDOM

575,626,302

Common Stocks - continued

Shares

Value

United States of America - 4.6%

Brinker International, Inc.

208,003

$ 9,239,493

Coach, Inc.

151,000

7,652,680

CST Brands, Inc.

339,300

10,939,032

Fidelity National Information Services, Inc.

226,600

11,046,750

FMC Corp.

189,400

13,780,744

Global Payments, Inc.

201,100

11,961,428

JPMorgan Chase & Co.

86,900

4,478,826

McGraw-Hill Companies, Inc.

185,300

12,911,704

Mylan, Inc. (a)

269,300

10,198,391

National Oilwell Varco, Inc.

127,500

10,350,450

Varian Medical Systems, Inc. (a)

119,176

8,649,794

TOTAL UNITED STATES OF AMERICA

111,209,292

TOTAL COMMON STOCKS

(Cost $1,873,403,908)


2,369,599,997

Nonconvertible Preferred Stocks - 2.1%

 

 

 

 

Germany - 2.1%

Henkel AG & Co. KGaA

188,900

20,441,374

Sartorius AG (non-vtg.)

90,100

9,505,296

Volkswagen AG

85,568

21,748,887

TOTAL GERMANY

51,695,557

United Kingdom - 0.0%

Rolls-Royce Group PLC:

(C Shares) (a)

116,204,214

186,322

Series C

89,423,316

143,381

TOTAL UNITED KINGDOM

329,703

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $35,907,853)


52,025,260

Money Market Funds - 0.8%

Shares

Value

Fidelity Cash Central Fund, 0.09% (b)

14,911,136

$ 14,911,136

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

4,269,172

4,269,172

TOTAL MONEY MARKET FUNDS

(Cost $19,180,308)


19,180,308

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $1,928,492,069)

2,440,805,565

NET OTHER ASSETS (LIABILITIES) - (0.1)%

(3,393,733)

NET ASSETS - 100%

$ 2,437,411,832

Legend

(a) Non-income producing

(b) Affiliated fund that is generally 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

$ 20,302

Fidelity Securities Lending Cash Central Fund

949,322

Total

$ 969,624

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, 2013, 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 Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 427,885,096

$ 344,006,819

$ 75,502,115

$ 8,376,162

Consumer Staples

307,560,334

120,888,225

186,672,109

-

Energy

55,012,738

23,483,752

31,528,986

-

Financials

481,335,928

263,924,254

217,411,674

-

Health Care

290,644,056

184,044,956

106,599,100

-

Industrials

350,976,576

303,152,289

47,824,287

-

Information Technology

221,546,023

136,981,791

84,564,232

-

Materials

190,737,558

99,293,343

91,444,215

-

Telecommunication Services

95,926,948

19,658,521

76,268,427

-

Money Market Funds

19,180,308

19,180,308

-

-

Total Investments in Securities:

$ 2,440,805,565

$ 1,514,614,258

$ 917,815,145

$ 8,376,162

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2013. 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

$ 215,402,110

Level 2 to Level 1

$ 1,666,537

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, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $4,035,445) - See accompanying schedule:

Unaffiliated issuers (cost $1,909,311,761)

$ 2,421,625,257

 

Fidelity Central Funds (cost $19,180,308)

19,180,308

 

Total Investments (cost $1,928,492,069)

 

$ 2,440,805,565

Receivable for fund shares sold

973,288

Dividends receivable

5,408,768

Distributions receivable from Fidelity Central Funds

2,742

Prepaid expenses

7,908

Other receivables

293,865

Total assets

2,447,492,136

 

 

 

Liabilities

Payable for investments purchased

$ 2,286,630

Payable for fund shares redeemed

1,091,066

Accrued management fee

1,651,391

Other affiliated payables

423,517

Other payables and accrued expenses

358,528

Collateral on securities loaned, at value

4,269,172

Total liabilities

10,080,304

 

 

 

Net Assets

$ 2,437,411,832

Net Assets consist of:

 

Paid in capital

$ 3,383,324,848

Undistributed net investment income

30,599,916

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

(1,488,880,086)

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

512,367,154

Net Assets

$ 2,437,411,832

 

 

 

Overseas:
Net Asset Value
, offering price and redemption price per share ($1,874,922,018 ÷ 47,809,233 shares)

$ 39.22

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($562,489,814 ÷ 14,361,557 shares)

$ 39.17

Statement of Operations

 

Year ended October 31, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 59,031,347

Interest

 

49

Income from Fidelity Central Funds

 

969,624

Income before foreign taxes withheld

 

60,001,020

Less foreign taxes withheld

 

(4,314,545)

Total income

 

55,686,475

 

 

 

Expenses

Management fee
Basic fee

$ 15,027,623

Performance adjustment

2,318,736

Transfer agent fees

3,927,907

Accounting and security lending fees

944,974

Custodian fees and expenses

205,593

Independent trustees' compensation

12,307

Appreciation in deferred trustee compensation account

427

Registration fees

67,337

Audit

82,238

Legal

64,454

Interest

608

Miscellaneous

14,059

Total expenses before reductions

22,666,263

Expense reductions

(583,162)

22,083,101

Net investment income (loss)

33,603,374

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

100,337,526

Foreign currency transactions

(197,100)

Total net realized gain (loss)

 

100,140,426

Change in net unrealized appreciation (depreciation) on:

Investment securities

397,641,259

Assets and liabilities in foreign currencies

120,050

Total change in net unrealized appreciation (depreciation)

 

397,761,309

Net gain (loss)

497,901,735

Net increase (decrease) in net assets resulting from operations

$ 531,505,109

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 33,603,374

$ 50,043,397

Net realized gain (loss)

100,140,426

(141,989,458)

Change in net unrealized appreciation (depreciation)

397,761,309

260,173,491

Net increase (decrease) in net assets resulting from operations

531,505,109

168,227,430

Distributions to shareholders from net investment income

(46,883,539)

(70,077,891)

Distributions to shareholders from net realized gain

-

(1,661,965)

Total distributions

(46,883,539)

(71,739,856)

Share transactions - net increase (decrease)

47,557,637

(857,000,541)

Redemption fees

23,366

66,899

Total increase (decrease) in net assets

532,202,573

(760,446,068)

 

 

 

Net Assets

Beginning of period

1,905,209,259

2,665,655,327

End of period (including undistributed net investment income of $30,599,916 and undistributed net investment income of $43,880,081, respectively)

$ 2,437,411,832

$ 1,905,209,259

Financial Highlights - Overseas

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.35

$ 29.28

$ 31.56

$ 30.13

$ 25.43

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .54

.73

.47

.42

.52

Net realized and unrealized gain (loss)

  8.10

2.19

(2.27)

1.49

4.55

Total from investment operations

  8.64

2.92

(1.80)

1.91

5.07

Distributions from net investment income

  (.77)

(.83)

(.48)

(.47)

(.37)

Distributions from net realized gain

  -

(.02)

-

(.01)

-

Total distributions

  (.77)

(.85)

(.48)

(.48)

(.37)

Redemption fees added to paid in capital B, F

  -

-

-

-

-

Net asset value, end of period

$ 39.22

$ 31.35

$ 29.28

$ 31.56

$ 30.13

Total Return A

  28.17%

10.37%

(5.83)%

6.33%

20.44%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.09%

.69%

.73%

.89%

1.02%

Expenses net of fee waivers, if any

  1.09%

.69%

.73%

.89%

1.02%

Expenses net of all reductions

  1.06%

.67%

.67%

.85%

.98%

Net investment income (loss)

  1.54%

2.52%

1.44%

1.41%

2.01%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,874,922

$ 1,639,725

$ 2,215,717

$ 5,548,689

$ 6,602,017

Portfolio turnover rate D

  42%

90%

77%

111%

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

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.32

$ 29.29

$ 31.59

$ 30.16

$ 25.45

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .60

.79

.52

.47

.59

Net realized and unrealized gain (loss)

  8.08

2.18

(2.27)

1.50

4.54

Total from investment operations

  8.68

2.97

(1.75)

1.97

5.13

Distributions from net investment income

  (.83)

(.92)

(.55)

(.53)

(.42)

Distributions from net realized gain

  -

(.02)

-

(.01)

-

Total distributions

  (.83)

(.94)

(.55)

(.54)

(.42)

Redemption fees added to paid in capital B, F

  -

-

-

-

-

Net asset value, end of period

$ 39.17

$ 31.32

$ 29.29

$ 31.59

$ 30.16

Total Return A

  28.37%

10.59%

(5.67)%

6.55%

20.73%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .93%

.51%

.56%

.69%

.78%

Expenses net of fee waivers, if any

  .92%

.51%

.55%

.69%

.78%

Expenses net of all reductions

  .90%

.48%

.50%

.66%

.74%

Net investment income (loss)

  1.71%

2.70%

1.61%

1.60%

2.25%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 562,490

$ 265,484

$ 291,323

$ 368,004

$ 383,048

Portfolio turnover rate D

  42%

90%

77%

111%

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

Fidelity Overseas Fund


Notes to Financial Statements

For the period ended October 31, 2013

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.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally 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) website 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 website 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:

Investment 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 currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment 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 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 may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be 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

Investment 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, 2013, including information on transfers between Levels 1 and 2 is included at the end of the Fund's Schedule of Investments.

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily 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. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. 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 U.S. Federal income taxes is required. As of October 31, 2013, 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. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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

Annual Report

Fidelity Overseas 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

$ 525,982,074

Gross unrealized depreciation

(35,353,921)

Net unrealized appreciation (depreciation) on securities and other investments

$ 490,628,153

 

 

Tax Cost

$ 1,950,177,412

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

Undistributed ordinary income

$ 41,518,916

Capital loss carryforward

$ (1,477,884,149)

Net unrealized appreciation (depreciation)

$ 490,681,811

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. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration

 

2016

$ (464,379,963)

2017

(939,719,765)

Total with expiration

(1,404,099,728)

No expiration

 

Short-term

(23,395,688)

Long-term

(50,388,733)

Total no expiration

(73,784,421)

Total capital loss carryforward

$ (1,477,884,149)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 46,883,539

$ 71,739,856

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $950,815,017 and $889,516,361, 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 .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR, including any mutual funds previously advised by FMR that are currently advised by Fidelity SelectCo, LLC, an affiliate of 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 over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .81% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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 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

$ 3,737,229

.21

Class K

190,678

.05

 

$ 3,927,907

 

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. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $1,212 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

$ 11,892,000

.31%

$ 608

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 $4,522 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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. 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 $949,322. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom FMR, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $559,838 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $23,324.

Annual Report

Fidelity Overseas Fund
Notes to Financial Statements - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012A

From net investment income

 

 

Overseas

$ 39,514,173

$ 56,962,859

Class K

7,369,366

9,516,308

Class F

-

3,598,724

Total

$ 46,883,539

$ 70,077,891

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.

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013

2012A

2013

2012A

Overseas

 

 

 

 

Shares sold

4,856,702

5,513,981

$ 167,166,517

$ 159,997,895

Reinvestment of distributions

1,224,483

2,082,243

38,681,419

57,282,489

Shares redeemed

(10,572,300)

(30,970,724)

(364,332,964)

(876,498,461)

Net increase (decrease)

(4,491,115)

(23,374,500)

$ (158,485,028)

$ (659,218,077)

Class K

 

 

 

 

Shares sold

8,204,154

5,090,211

$ 286,897,852

$ 145,041,228

Reinvestment of distributions

233,874

354,489

7,369,366

9,723,634

Shares redeemed

(2,553,449)

(6,913,669)

(88,224,553)

(205,273,028)

Net increase (decrease)

5,884,579

(1,468,969)

$ 206,042,665

$ (50,508,166)

Class F

 

 

 

 

Shares sold

-

373,582

$ -

$ 10,277,470

Reinvestment of distributions

-

134,104

-

3,675,784

Shares redeemed

-

(5,923,991)

-

(161,227,552)

Net increase (decrease)

-

(5,416,305)

$ -

$ (147,274,298)

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

11. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Overseas Fund (a fund of Fidelity Investment Trust) at October 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity 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, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 13, 2013

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, Ned C. Lautenbach, Ronald P. O'Hanley, and William S. Stavropoulos, each of the Trustees oversees 171 funds. Mr. Curvey oversees 394 funds. Mr. Lautenbach, Mr. O'Hanley, and Mr. Stavropoulos each oversees 245 funds.

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 of the trust and the fund (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 Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. 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 (1957)

Year of Election or Appointment: 2011

Trustee

 

Mr. O'Hanley also serves as Trustee of other Fidelity funds. He is Director of Fidelity SelectCo, LLC (2013-present), 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, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. 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 (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. 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 (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. 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 (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. 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 (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. 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 (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), 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) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. 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). 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).

+ 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 Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Executive officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity 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).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is 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).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is 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).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other 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); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-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 Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Joseph A. Hanlon (1968)

Year of Election or Appointment: 2012

Chief Compliance Officer

 

Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).

Bruce T. Herring (1965)

Year of Election or Appointment: 2006

Vice President of certain Equity Funds

 

Mr. Herring also serves as Vice President of other funds. He serves as Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). 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 (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Vice President of other funds. Mr. Hogan 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.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Christine Reynolds (1958)

Year of Election or Appointment: 2008

Chief Financial Officer

 

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Gary W. Ryan (1958)

Year of Election or Appointment: 2005

Assistant Treasurer

 

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

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, 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 LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other 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).

Annual Report


Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

Class K

12/09/13

12/06/13

$0.575

$0.177

Class K designates 2% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class K 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 K

12/10/12

$0.588

$0.0621

The fund will notify shareholders in January 2014 of amounts for use in preparing 2013 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, covers an extensive agenda of topics and materials and 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 2013 meeting, the Board, 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 was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was 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, was 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, which is a part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Fidelity Management & Research Company (FMR), and the sub-advisers (together, the Investment Advisers) as it relates to the fund, 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 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 also 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. Further, the Board 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

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 to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (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 portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (v) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vi) strengthening Fidelity's index fund offerings by reducing investment minimums and adopting or lowering existing expense caps for certain funds and classes; (vii) enhancing Global Asset Allocation product offerings by launching new funds and strategies, including "open architecture" target date funds that utilize affiliated and unaffiliated sub-advisers; (viii) modifying the eligibility criteria for Institutional Class shares of Advisor funds to increase their marketability to a portion of the defined contribution plan market; (ix) creating a new low-cost retirement share class for certain Advisor funds to appeal to large retirement plans; (x) transitioning the management of certain Fidelity commodity funds to Geode Capital Management LLC, a registered commodity pool operator, while retaining administrative responsibilities for the funds; (xi) reorganizing a number of funds; and (xii) taking steps toward establishing a new Fidelity adviser to manage sector-based funds and products.

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 and its performance history. The Board noted that there was a portfolio management change for the fund in January 2012.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of mutual funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box) and 75th percentile (bottom of box) of the peer universe.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Fidelity Overseas Fund

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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, a securities index, thus leading to a performance adjustment for the same period. 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 in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, 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 Overseas Fund

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The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2012. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking.

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 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 2013 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 servicing the fund's 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 the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

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

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

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

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

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

Amendment to Description of Group Fee Rate. At its July 2013 meeting, the Board voted to approve an amendment to the fund's management contract to modify the description of the "group fee rate" effective August 1, 2013. The Board noted that under the prior description in the contract, the group fee rate was based on the average net assets of all registered investment companies with which FMR has management contracts. Under the contract's tiered asset breakpoint schedule, the group fee rate is lower as total fund assets under FMR's management increase, and higher as total fund assets under FMR's management decrease. The Board considered that the prior description would have excluded the assets of 64 Fidelity sector funds from the group fee rate calculation once Fidelity SelectCo, LLC, an affiliate of FMR, assumed management responsibilities for those funds. The Board noted that modifying the description of the group fee rate to continue to include the assets of those 64 funds for purposes of determining group fee rate breakpoints would avoid an immediate adverse impact on the group fee rate for any fund.

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 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) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; and (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results.

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
245 Summer St., Boston, MA 02210
www.fidelity.com

OVE-K-UANN-1213
1.863317.105

(Fidelity Investment logo)(registered trademark)

Fidelity Advisor®

Worldwide Fund

Class A, Class T, Class B, and Class C

Annual Report

October 31, 2013

(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 Managers' review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to 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. © 2013 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, 2013

Past 1
year

Past 5
years

Past 10 years

  Class A (incl. 5.75% sales charge) A

21.67%

12.99%

8.21%

  Class T (incl. 3.50% sales charge) B

24.23%

13.25%

8.34%

  Class B (incl. contingent deferred sales charge) C

23.13%

13.31%

8.48%

  Class C (incl. contingent deferred sales charge) D

27.12%

13.55%

8.48%

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, 2003, 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. See footnote A above for additional information regarding the performance of Class A.

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Annual Report


Management's Discussion of Fund Performance

Market Recap: On balance, global equity markets remained upbeat for the 12-month period ending October 31, 2013. The MSCI® ACWI® (All Country World Index) Index gained 23.75% for the period, amid investor preference for higher-risk assets. The period was not without turbulence, however. In the spring and summer, central banks worldwide, especially in the U.S. and China, made clear their intentions to maintain accommodative monetary policies. That stance, combined with modest cyclical improvements around the globe and generally low valuations, underpinned the broad rally in equities. Europe (+32%) shone brightly, with most markets in the region - large and small - registering solid, index-beating gains. Another bright spot was Japan, which, despite a struggling yen and taking a second-half breather, posted a 34% result for the full year. The U.S. - by far the index's biggest constituent - also outperformed the global market with a roughly 28% advance. Meanwhile, Asia-Pacific ex Japan (+14%) lagged, hurt in part by a slowdown in Australia's mining industry as well as currency headwinds. Foreign-exchange and commodity weakness also curbed results in resource-heavy Canada and emerging markets (EM), both of which were up 7%. Country-level EM performance diverged meaningfully for the period, as evidenced by performance in Brazil (-1%), Russia (+12%), India (+1%) and China (+8%).

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 29.10%, 28.73%, 28.13% and 28.12%, respectively (excluding sales charges), versus 26.29% for the MSCI® World Index. Security selection that focused on companies with above-average earnings growth, good balance sheets and reasonable share prices drove the fund's performance relative to the index. Regionally, investment choices in the U.S. helped the most, while among sectors, energy and information technology stood out. Winners included U.S. natural gas exploration & production company Pioneer Natural Resources, whose huge share-price gain was fueled by the company's expanded oil production and rising oil prices. The fund's number one contributor was U.S. biotechnology company Gilead Sciences, whose stock soared as the company neared approval for its promising new hepatitis C treatment. In the information technology sector, an investment in electronic-payment processor MasterCard took off, thanks to higher transaction volumes that were the result of increasing numbers of consumers worldwide shopping online and choosing to pay with debit and credit instead of cash or checks. By contrast, investments in the consumer discretionary sector detracted, as did a small stake in emerging markets, positioning in core European countries and a modest cash position. Individual disappointments included cellular-tower operator American Tower, which saw slowing growth prospects in the U.S. pressure its return. We sold the position before period end. Untimely ownership of biotechnology leader Amgen also hurt. We exited soon after the company announced an acquisition that we thought would take some time to pay off, but the stock continued to rise.

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, 2013 to October 31, 2013).

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
B

Beginning
Account Value
May 1, 2013

Ending
Account Value
October 31, 2013

Expenses Paid
During Period
*
May 1, 2013
to October 31, 2013

Class A

1.44%

 

 

 

Actual

 

$ 1,000.00

$ 1,123.10

$ 7.71

Hypothetical A

 

$ 1,000.00

$ 1,017.95

$ 7.32

Class T

1.71%

 

 

 

Actual

 

$ 1,000.00

$ 1,121.80

$ 9.15

Hypothetical A

 

$ 1,000.00

$ 1,016.59

$ 8.69

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,119.00

$ 11.75

Hypothetical A

 

$ 1,000.00

$ 1,014.12

$ 11.17

Class C

2.18%

 

 

 

Actual

 

$ 1,000.00

$ 1,119.20

$ 11.64

Hypothetical A

 

$ 1,000.00

$ 1,014.22

$ 11.07

Worldwide

1.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,125.30

$ 5.89

Hypothetical A

 

$ 1,000.00

$ 1,019.66

$ 5.60

Institutional Class

1.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,124.90

$ 6.21

Hypothetical A

 

$ 1,000.00

$ 1,019.36

$ 5.90

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Annual Report

Fidelity Worldwide Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

oww476

United States of America*

52.6%

 

oww478

Japan

8.4%

 

oww480

United Kingdom

7.2%

 

oww482

France

4.9%

 

oww484

Germany

4.0%

 

oww486

Ireland

3.3%

 

oww488

Switzerland

3.1%

 

oww490

Sweden

1.9%

 

oww492

Spain

1.7%

 

oww494

Other

12.9%

 

oww496

* 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, 2013

oww476

United States of America*

50.3%

 

oww478

Japan

10.1%

 

oww480

United Kingdom

7.6%

 

oww482

France

4.4%

 

oww484

Germany

3.7%

 

oww486

Switzerland

3.0%

 

oww488

Ireland

2.9%

 

oww490

Canada

2.1%

 

oww492

Australia

1.8%

 

oww494

Other

14.1%

 

oww508

* 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 as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Equity Futures

97.2

97.3

Bonds

0.1

0.1

Short-Term Investments and Net Other Assets (Liabilities)

2.7

2.6

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.8

2.6

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

2.3

2.2

McGraw-Hill Companies, Inc. (United States of America, Diversified Financial Services)

2.2

0.0

Bank of America Corp. (United States of America, Diversified Financial Services)

2.2

1.4

Google, Inc. Class A (United States of America, Internet Software & Services)

2.0

2.5

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

2.0

1.0

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

1.9

0.7

Cummins, Inc. (United States of America, Machinery)

1.9

0.1

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

1.8

1.3

Actavis PLC (Ireland, Pharmaceuticals)

1.6

0.2

 

20.7

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

19.6

20.0

Information Technology

15.6

12.5

Health Care

14.1

13.1

Consumer Discretionary

12.6

15.0

Industrials

12.2

10.5

Energy

8.9

5.7

Consumer Staples

6.3

10.2

Materials

5.4

6.1

Telecommunication Services

2.0

2.1

Utilities

0.2

1.1

Annual Report

Fidelity Worldwide Fund


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 96.1%

Shares

Value

Australia - 1.5%

Ansell Ltd.

142,537

$ 2,625,670

Australia & New Zealand Banking Group Ltd.

392,333

12,548,330

Ramsay Health Care Ltd.

105,887

3,883,069

Woodside Petroleum Ltd.

89,610

3,287,856

TOTAL AUSTRALIA

22,344,925

Austria - 0.1%

Andritz AG

28,200

1,737,152

Bailiwick of Jersey - 1.2%

Experian PLC

368,600

7,505,868

Wolseley PLC

90,926

4,900,027

WPP PLC

245,700

5,219,909

TOTAL BAILIWICK OF JERSEY

17,625,804

Belgium - 1.0%

Anheuser-Busch InBev SA NV

71,611

7,423,464

KBC Groupe SA

141,183

7,696,402

TOTAL BELGIUM

15,119,866

Bermuda - 0.1%

Cheung Kong Infrastructure Holdings Ltd.

310,000

2,157,165

Brazil - 0.1%

Arezzo Industria e Comercio SA

63,900

955,562

British Virgin Islands - 0.3%

Luxoft Holding, Inc.

57,700

1,685,994

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

73,000

2,692,240

Michael Kors Holdings Ltd. (a)

11,000

846,450

TOTAL BRITISH VIRGIN ISLANDS

5,224,684

Canada - 0.5%

Canadian Pacific Railway Ltd.

3,000

428,830

Constellation Software, Inc.

9,700

1,767,053

InterOil Corp. (a)(d)

10,500

729,225

Suncor Energy, Inc.

123,400

4,484,368

TOTAL CANADA

7,409,476

Cayman Islands - 0.7%

58.com, Inc. ADR

4,000

96,480

Baidu.com, Inc. sponsored ADR (a)

20,300

3,266,270

Cimc Enric Holdings Ltd.

1,020,000

1,436,657

ENN Energy Holdings Ltd.

314,000

1,860,996

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

43,500

1,842,225

Greatview Aseptic Pack Co. Ltd.

1,799,000

1,132,351

Sands China Ltd.

90,400

642,466

Youku Tudou, Inc. ADR (a)(d)

27,400

746,376

TOTAL CAYMAN ISLANDS

11,023,821

Cyprus - 0.0%

SPDI Secure Property Development & Investment PLC (a)

31,822

35,844

 

Shares

Value

Denmark - 0.2%

Novo Nordisk A/S Series B

22,916

$ 3,816,720

Finland - 0.4%

Raisio Group PLC (V Shares)

139,000

809,640

Sampo Oyj (A Shares)

107,000

5,068,793

TOTAL FINLAND

5,878,433

France - 4.9%

Arkema SA

29,430

3,341,337

Atos Origin SA

24,326

2,076,840

AXA SA

327,500

8,181,802

BNP Paribas SA

93,030

6,889,028

Bureau Veritas SA

86,700

2,618,024

Danone SA

56,400

4,182,641

Edenred SA

73,500

2,497,361

Havas SA

344,900

2,873,415

Iliad SA

12,793

2,925,057

Kering SA

22,350

5,078,355

Lafarge SA (Bearer)

37,800

2,616,444

LVMH Moet Hennessy - Louis Vuitton SA

33,006

6,354,611

Sanofi SA

53,719

5,727,694

Schneider Electric SA

84,600

7,127,414

Technip SA

11,800

1,236,055

Total SA

173,600

10,650,877

TOTAL FRANCE

74,376,955

Germany - 3.3%

Aareal Bank AG (a)

63,891

2,457,137

adidas AG

33,400

3,812,931

BASF AG

77,939

8,109,115

Bayer AG

91,200

11,335,105

Brenntag AG

27,600

4,676,743

GEA Group AG

75,747

3,296,198

GSW Immobilien AG

28,483

1,324,543

HeidelbergCement Finance AG

53,600

4,225,340

KION Group AG (a)

45,449

1,851,251

LEG Immobilien AG

19,100

1,089,187

Siemens AG

68,079

8,699,973

TOTAL GERMANY

50,877,523

Hong Kong - 0.8%

AIA Group Ltd.

1,263,600

6,413,345

Techtronic Industries Co. Ltd.

2,334,000

5,870,373

TOTAL HONG KONG

12,283,718

India - 0.3%

Housing Development Finance Corp. Ltd.

256,407

3,557,718

United Spirits Ltd.

27,317

1,141,082

TOTAL INDIA

4,698,800

Indonesia - 0.0%

PT Tower Bersama Infrastructure Tbk

990,500

500,849

Ireland - 3.3%

Actavis PLC (a)

153,200

23,681,656

Common Stocks - continued

Shares

Value

Ireland - continued

Alkermes PLC (a)

84,000

$ 2,955,960

Bank of Ireland (a)

8,957,800

3,260,264

Eaton Corp. PLC

96,000

6,773,760

Greencore Group PLC

509,900

1,472,450

James Hardie Industries PLC CDI

365,087

3,771,527

Kerry Group PLC Class A

58,400

3,739,835

Trinity Biotech PLC sponsored ADR

193,741

4,843,525

TOTAL IRELAND

50,498,977

Italy - 0.5%

De Longhi SpA

141,700

2,193,282

Moleskine SpA

397,400

971,226

Tod's SpA

7,333

1,221,648

UniCredit SpA

225,700

1,697,701

World Duty Free SpA (a)

159,397

1,765,998

TOTAL ITALY

7,849,855

Japan - 8.0%

ABC-MART, Inc.

48,600

2,430,533

Aozora Bank Ltd.

983,000

2,857,615

ARNEST ONE Corp.

41,000

1,124,133

Astellas Pharma, Inc.

47,400

2,642,379

Cosmos Pharmaceutical Corp.

12,200

1,486,333

Daikin Industries Ltd.

67,300

3,871,997

Don Quijote Co. Ltd.

109,500

7,289,030

Hajime Construction Co. Ltd.

4,500

310,282

Harmonic Drive Systems, Inc.

64,400

1,386,409

Hitachi Ltd.

313,000

2,189,469

Japan Exchange Group, Inc.

159,500

3,708,080

Japan Tobacco, Inc.

273,400

9,892,619

Kakaku.com, Inc.

123,200

2,382,853

KDDI Corp.

129,000

6,986,187

Keyence Corp.

18,460

7,911,772

Leopalace21 Corp. (a)

421,900

2,929,044

Miraca Holdings, Inc.

12,400

558,720

Mitsubishi UFJ Financial Group, Inc.

1,099,300

7,000,636

Nomura Real Estate Holdings, Inc.

35,200

890,610

Omron Corp.

75,500

2,881,172

ORIX Corp.

554,600

9,606,275

Park24 Co. Ltd.

83,900

1,638,111

Rakuten, Inc.

316,000

4,117,366

Santen Pharmaceutical Co. Ltd.

71,900

3,650,056

Seven & i Holdings Co., Ltd.

134,700

4,985,063

Shinsei Bank Ltd.

1,543,000

3,612,636

Ship Healthcare Holdings, Inc.

67,000

2,749,303

SoftBank Corp.

129,700

9,685,854

Toyota Motor Corp.

173,400

11,242,942

USS Co. Ltd.

28,800

421,762

TOTAL JAPAN

122,439,241

Kenya - 0.1%

Safaricom Ltd.

18,905,500

2,093,228

 

Shares

Value

Korea (South) - 0.4%

Hyundai Motor Co.

12,766

$ 3,043,303

NHN Corp.

4,224

2,376,118

Orion Corp.

742

723,626

TOTAL KOREA (SOUTH)

6,143,047

Luxembourg - 0.2%

Brait SA

363,375

1,770,045

Eurofins Scientific SA

3,000

822,593

TOTAL LUXEMBOURG

2,592,638

Mexico - 0.1%

Alsea S.A.B. de CV

519,500

1,615,767

Netherlands - 1.6%

AEGON NV

292,700

2,328,980

ASML Holding NV

45,507

4,306,782

European Aeronautic Defence and Space Co. (EADS) NV

24,000

1,649,177

Exact Holdings NV

10,177

269,517

Koninklijke Ahold NV

149,342

2,842,823

Koninklijke Philips Electronics NV

155,100

5,481,348

Randstad Holding NV

44,718

2,759,840

Royal DSM NV

32,700

2,476,988

Yandex NV (a)

54,300

2,001,498

TOTAL NETHERLANDS

24,116,953

New Zealand - 0.2%

Ryman Healthcare Group Ltd.

459,616

2,866,303

Norway - 0.4%

DNB ASA

365,200

6,472,077

Philippines - 0.1%

Alliance Global Group, Inc.

1,671,800

1,019,367

Russia - 0.2%

Mobile TeleSystems OJSC sponsored ADR

143,200

3,264,960

Singapore - 1.0%

Avago Technologies Ltd.

278,000

12,629,540

Global Logistic Properties Ltd.

1,015,000

2,524,835

TOTAL SINGAPORE

15,154,375

South Africa - 0.6%

Distell Group Ltd.

126,410

1,693,652

Naspers Ltd. Class N

80,100

7,492,357

TOTAL SOUTH AFRICA

9,186,009

Spain - 1.7%

Amadeus IT Holding SA Class A

82,100

3,048,739

Antena 3 de Television SA

93,500

1,567,828

Banco Bilbao Vizcaya Argentaria SA

799,331

9,341,727

Criteria CaixaCorp SA (d)

259,900

1,351,175

Distribuidora Internacional de Alimentacion SA

352,600

3,223,374

Common Stocks - continued

Shares

Value

Spain - continued

Grifols SA ADR

75,442

$ 2,275,331

Inditex SA

28,781

4,728,366

TOTAL SPAIN

25,536,540

Sweden - 1.9%

ASSA ABLOY AB (B Shares)

110,600

5,490,701

Intrum Justitia AB

115,000

3,061,319

Investment AB Kinnevik (B Shares)

145,500

5,361,903

Nordea Bank AB

374,200

4,792,957

Svenska Cellulosa AB (SCA) (B Shares)

222,500

6,317,852

Svenska Handelsbanken AB (A Shares)

77,300

3,502,331

TOTAL SWEDEN

28,527,063

Switzerland - 3.1%

Actelion Ltd.

13,000

1,006,502

Credit Suisse Group

63,657

1,980,240

Lonza Group AG

47,211

4,219,774

Partners Group Holding AG

13,818

3,580,329

Roche Holding AG (participation certificate)

49,858

13,803,196

Schindler Holding AG (participation certificate)

15,402

2,184,645

SGS SA (Reg.)

490

1,148,113

Swatch Group AG (Bearer)

2,200

1,407,505

Syngenta AG (Switzerland)

11,110

4,484,181

UBS AG

506,231

9,791,049

Zurich Insurance Group AG

10,593

2,929,171

TOTAL SWITZERLAND

46,534,705

Taiwan - 0.3%

ECLAT Textile Co. Ltd.

149,940

1,647,888

Taiwan Semiconductor Manufacturing Co. Ltd.

706,000

2,597,103

TOTAL TAIWAN

4,244,991

United Kingdom - 7.2%

Aberdeen Asset Management PLC

355,842

2,526,997

Alabama Noor Hospitals Group PLC (a)

169,000

2,303,284

Associated British Foods PLC

96,800

3,518,591

Barclays PLC

1,419,228

5,971,353

BG Group PLC

240,300

4,906,758

BHP Billiton PLC

154,101

4,755,325

British American Tobacco PLC (United Kingdom)

49,900

2,753,097

Croda International PLC

38,600

1,507,671

Diageo PLC

264,983

8,446,990

Foxtons Group PLC

134,300

686,385

Hikma Pharmaceuticals PLC

239,015

4,602,672

Hilton Food Group PLC

262,800

1,803,479

HSBC Holdings PLC (United Kingdom)

756,850

8,296,094

Intertek Group PLC

55,600

2,970,446

ITV PLC

907,700

2,778,370

Jazztel PLC (a)

284,917

3,125,716

Legal & General Group PLC

1,589,267

5,511,823

 

Shares

Value

Liberty Global PLC Class A (a)

37,000

$ 2,899,690

London Stock Exchange Group PLC

107,700

2,835,507

Meggitt PLC

419,676

3,852,401

Next PLC

57,000

4,976,392

Ocado Group PLC (a)

511,100

3,556,620

Persimmon PLC

129,000

2,616,508

Reckitt Benckiser Group PLC

48,500

3,770,042

Rolls-Royce Group PLC

271,600

5,008,060

Rotork PLC

44,510

2,043,247

Royal Mail PLC

106,500

956,268

SABMiller PLC

92,100

4,805,284

Taylor Wimpey PLC

1,155,900

2,042,414

The Restaurant Group PLC

123,700

1,142,442

Ultra Electronics Holdings PLC

36,900

1,144,260

Vodafone Group PLC

420,400

1,539,825

TOTAL UNITED KINGDOM

109,654,011

United States of America - 49.8%

A.O. Smith Corp.

21,000

1,084,650

Accuray, Inc. (a)

235,000

1,586,250

Adobe Systems, Inc. (a)

289,000

15,663,800

Agios Pharmaceuticals, Inc. (d)

20,000

463,200

Alexion Pharmaceuticals, Inc. (a)

44,000

5,409,800

Alliance Data Systems Corp. (a)

6,000

1,422,360

Amazon.com, Inc. (a)

23,000

8,372,690

American International Group, Inc.

145,000

7,489,250

Ameriprise Financial, Inc.

175,400

17,634,716

Amphenol Corp. Class A

15,000

1,204,350

Applied Micro Circuits Corp. (a)

104,000

1,212,640

Bank of America Corp.

2,436,400

34,012,144

Beam, Inc.

23,900

1,608,470

Biogen Idec, Inc. (a)

66,000

16,116,540

Bluebird Bio, Inc. (d)

27,100

575,875

Boston Scientific Corp. (a)

275,300

3,218,257

Bristol-Myers Squibb Co.

87,000

4,569,240

Cabot Oil & Gas Corp.

1,002,000

35,390,640

CalAmp Corp. (a)

14,000

329,420

Callidus Software, Inc. (a)

50,000

517,500

CBS Corp. Class B

171,000

10,112,940

Celldex Therapeutics, Inc. (a)

89,100

2,041,281

Citigroup, Inc.

204,000

9,951,120

Criteo SA sponsored ADR

1,823

64,370

Cummins, Inc.

223,000

28,325,460

Discovery Communications, Inc. Class A (a)

42,000

3,734,640

Eastman Chemical Co.

292,500

23,046,075

Ecolab, Inc.

168,000

17,808,000

EOG Resources, Inc.

97,000

17,304,800

EQT Corp.

138,000

11,814,180

Estee Lauder Companies, Inc. Class A

12,800

908,288

Facebook, Inc. Class A (a)

78,000

3,920,280

FedEx Corp.

134,000

17,554,000

Gilead Sciences, Inc. (a)

382,000

27,118,180

Google, Inc. Class A (a)

30,200

31,123,516

Common Stocks - continued

Shares

Value

United States of America - continued

Guidewire Software, Inc. (a)

53,000

$ 2,688,160

H&R Block, Inc.

56,000

1,592,640

Halozyme Therapeutics, Inc. (a)(d)

236,000

2,749,400

HealthStream, Inc. (a)

12,000

428,640

Illumina, Inc. (a)

174,500

16,317,495

inContact, Inc. (a)

102,506

778,021

Intercept Pharmaceuticals, Inc.

47,667

2,585,458

Johnson Controls, Inc.

66,000

3,045,900

KAR Auction Services, Inc.

7,000

208,040

KKR & Co. LP

157,000

3,446,150

Kroger Co.

414,300

17,748,612

MasterCard, Inc. Class A

60,400

43,312,839

McGraw-Hill Companies, Inc.

491,200

34,226,816

McKesson Corp.

23,000

3,595,820

Medivation, Inc. (a)

59,800

3,579,628

Monster Beverage Corp. (a)

3,000

171,690

Morgan Stanley

405,000

11,635,650

Netflix, Inc. (a)

28,000

9,029,440

Noble Energy, Inc.

156,000

11,689,080

Norfolk Southern Corp.

161,000

13,849,220

Pharmacyclics, Inc. (a)

14,300

1,696,552

Phillips 66 Partners LP

49,875

1,675,800

Pioneer Natural Resources Co.

151,900

31,106,082

priceline.com, Inc. (a)

7,700

8,114,491

Proto Labs, Inc. (a)

33,000

2,767,380

PVH Corp.

53,000

6,602,210

Regeneron Pharmaceuticals, Inc. (a)

11,231

3,230,036

Rock-Tenn Co. Class A

11,000

1,177,110

salesforce.com, Inc. (a)

48,900

2,609,304

ServiceNow, Inc. (a)

226,000

12,341,860

Sirius XM Radio, Inc.

607,000

2,288,390

Sohu.com, Inc. (a)

19,300

1,292,328

Spirit Airlines, Inc. (a)

59,900

2,584,685

SS&C Technologies Holdings, Inc. (a)

82,900

3,257,970

Synageva BioPharma Corp. (a)

15,100

767,080

Teledyne Technologies, Inc. (a)

16,000

1,421,120

The Blackstone Group LP

421,000

11,063,880

The Boeing Co.

56,000

7,308,000

The Cooper Companies, Inc.

109,800

14,187,258

TJX Companies, Inc.

227,900

13,854,041

TripAdvisor, Inc. (a)

71,000

5,872,410

Twenty-First Century Fox, Inc. Class A

212,000

7,224,960

United Therapeutics Corp. (a)

35,000

3,098,200

Visa, Inc. Class A

149,900

29,480,833

W.R. Grace & Co. (a)

18,000

1,649,880

Web.com Group, Inc. (a)

137,100

3,694,845

WhiteWave Foods Co.

40,000

800,400

Workday, Inc. Class A

218,300

16,344,121

Xylem, Inc.

88,000

3,036,000

Yahoo!, Inc. (a)

399,000

13,139,070

TOTAL UNITED STATES OF AMERICA

759,073,917

 

Shares

Value

US Virgin Islands - 0.0%

Altisource Residential Corp. Class B

25,000

$ 664,250

TOTAL COMMON STOCKS

(Cost $1,165,169,491)


1,465,615,571

Nonconvertible Preferred Stocks - 0.7%

 

 

 

 

Germany - 0.7%

Volkswagen AG

39,200

9,963,495

United Kingdom - 0.0%

Rolls-Royce Group PLC Series C

23,357,600

37,452

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $7,496,985)


10,000,947

Convertible Bonds - 0.1%

 

Principal Amount

 

United States of America - 0.1%

MGIC Investment Corp. 2% 4/1/20

$ 700,000

954,310

Radian Group, Inc. 2.25% 3/1/19

620,000

935,394

TOTAL CONVERTIBLE BONDS

(Cost $1,320,000)


1,889,704

Government Obligations - 0.0%

 

United States of America - 0.0%

U.S. Treasury Bills, yield at date of purchase 0.02% 1/2/14 (e)
(Cost $414,989)

415,000


414,982

Money Market Funds - 3.3%

Shares

 

Fidelity Cash Central Fund, 0.09% (b)

45,067,881

45,067,881

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

4,680,338

4,680,338

TOTAL MONEY MARKET FUNDS

(Cost $49,748,219)


49,748,219

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $1,224,149,684)

1,527,669,423

NET OTHER ASSETS (LIABILITIES) - (0.2)%

(2,644,309)

NET ASSETS - 100%

$ 1,525,025,114

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/(Depreciation)

Purchased

Equity Index Contracts

92 Nikkei 225 Index Contracts (Japan)

Dec. 2013

$ 6,653,900

$ 248,032

 

The face value of futures purchased as a percentage of net assets is 0.4%

Legend

(a) Non-income producing

(b) Affiliated fund that is generally 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 or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $414,982.

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

$ 50,995

Fidelity Securities Lending Cash Central Fund

356,949

Total

$ 407,944

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, 2013, 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 Investment 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

$ 195,094,745

$ 168,158,697

$ 25,501,633

$ 1,434,415

Consumer Staples

96,269,397

61,281,831

34,987,566

-

Energy

136,117,946

125,467,069

10,650,877

-

Financials

302,503,944

230,929,341

71,574,603

-

Health Care

213,703,702

194,558,830

19,144,872

-

Industrials

178,362,200

157,284,362

21,077,838

-

Information Technology

238,545,382

220,583,013

17,962,369

-

Materials

80,101,344

70,861,838

9,239,506

-

Telecommunication Services

30,899,697

12,687,831

18,211,866

-

Utilities

4,018,161

4,018,161

-

-

Corporate Bonds

1,889,704

-

1,889,704

-

Government Obligations

414,982

-

414,982

-

Money Market Funds

49,748,219

49,748,219

-

-

Total Investments in Securities:

$ 1,527,669,423

$ 1,295,579,192

$ 230,655,816

$ 1,434,415

Derivative Instruments:

Assets

Futures Contracts

$ 248,032

$ 248,032

$ -

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2013. 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

$ 43,000,101

Level 2 to Level 1

$ 0

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of October 31, 2013. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 248,032

$ -

Total Value of Derivatives

$ 248,032

$ -

(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

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, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $4,617,353) - See accompanying schedule:

Unaffiliated issuers (cost $1,174,401,466)

$ 1,477,921,205

 

Fidelity Central Funds (cost $49,748,218)

49,748,218

 

Total Investments (cost $1,224,149,684)

 

$ 1,527,669,423

Cash

 

46,236

Foreign currency held at value (cost $145)

145

Receivable for investments sold

52,033,895

Receivable for fund shares sold

1,918,441

Dividends receivable

1,641,222

Interest receivable

3,492

Distributions receivable from Fidelity Central Funds

12,107

Prepaid expenses

4,783

Other receivables

265,654

Total assets

1,583,595,398

 

 

 

Liabilities

Payable for investments purchased

$ 51,567,924

Payable for fund shares redeemed

859,404

Accrued management fee

988,981

Distribution and service plan fees payable

18,778

Payable for daily variation margin for derivative instruments

57,500

Other affiliated payables

294,730

Other payables and accrued expenses

102,629

Collateral on securities loaned, at value

4,680,338

Total liabilities

58,570,284

 

 

 

Net Assets

$ 1,525,025,114

Net Assets consist of:

 

Paid in capital

$ 1,104,816,841

Undistributed net investment income

5,154,082

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

111,364,032

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

303,690,159

Net Assets

$ 1,525,025,114

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($28,661,272 ÷ 1,138,130 shares)

$ 25.18

 

 

 

Maximum offering price per share (100/94.25 of $25.18)

$ 26.72

Class T:
Net Asset Value
and redemption price per share ($9,822,410 ÷ 392,095 shares)

$ 25.05

 

 

 

Maximum offering price per share (100/96.50 of $25.05)

$ 25.96

Class B:
Net Asset Value
and offering price per share ($709,889 ÷ 28,601 shares)A

$ 24.82

 

 

 

Class C:
Net Asset Value
and offering price per share ($10,777,727 ÷ 434,922 shares)A

$ 24.78

 

 

 

Worldwide:
Net Asset Value
, offering price and redemption price per share ($1,464,415,231 ÷ 57,635,498 shares)

$ 25.41

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($10,638,585 ÷ 420,307 shares)

$ 25.31

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

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

Annual Report

Fidelity Worldwide Fund
Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2013

Investment Income

 

 

Dividends

 

$ 20,251,766

Interest

 

18,336

Income from Fidelity Central Funds

 

407,944

Income before foreign taxes withheld

 

20,678,046

Less foreign taxes withheld

 

(1,095,825)

Total income

 

19,582,221

 

 

 

Expenses

Management fee
Basic fee

$ 9,069,757

Performance adjustment

1,622,176

Transfer agent fees

2,711,063

Distribution and service plan fees

156,379

Accounting and security lending fees

588,006

Custodian fees and expenses

172,916

Independent trustees' compensation

7,367

Registration fees

94,174

Audit

74,846

Legal

4,009

Miscellaneous

10,331

Total expenses before reductions

14,511,024

Expense reductions

(321,971)

14,189,053

Net investment income (loss)

5,393,168

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

124,060,205

Foreign currency transactions

(172,714)

Futures contracts

3,571,502

Total net realized gain (loss)

 

127,458,993

Change in net unrealized appreciation (depreciation) on:

Investment securities

200,652,376

Assets and liabilities in foreign currencies

(4,939)

Futures contracts

248,032

Total change in net unrealized appreciation (depreciation)

 

200,895,469

Net gain (loss)

328,354,462

Net increase (decrease) in net assets resulting from operations

$ 333,747,630

Statement of Changes in Net Assets

 

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 5,393,168

$ 9,012,042

Net realized gain (loss)

127,458,993

52,879,353

Change in net unrealized appreciation (depreciation)

200,895,469

45,589,333

Net increase (decrease) in net assets resulting from operations

333,747,630

107,480,728

Distributions to shareholders from net investment income

(8,778,977)

(4,089,511)

Distributions to shareholders from net realized gain

(4,461,887)

-

Total distributions

(13,240,864)

(4,089,511)

Share transactions - net increase (decrease)

92,658,787

(126,253,328)

Redemption fees

24,982

23,898

Total increase (decrease) in net assets

413,190,535

(22,838,213)

 

 

 

Net Assets

Beginning of period

1,111,834,579

1,134,672,792

End of period (including undistributed net investment income of $5,154,082 and undistributed net investment income of $7,478,979, respectively)

$ 1,525,025,114

$ 1,111,834,579

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2013

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.69

$ 17.89

$ 17.50

$ 14.96

$ 10.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .02

.10

.05

.03

(.01)

Net realized and unrealized gain (loss)

  5.66

1.72

.47

2.63

4.09

Total from investment operations

  5.68

1.82

.52

2.66

4.08

Distributions from net investment income

  (.11)

(.02)

(.08)

(.10)

-

Distributions from net realized gain

  (.08)

-

(.05)

(.02)

-

Total distributions

  (.19)

(.02)

(.13)

(.12)

-

Redemption fees added to paid in capital E, J

  -

-

-

-

-

Net asset value, end of period

$ 25.18

$ 19.69

$ 17.89

$ 17.50

$ 14.96

Total Return B, C, D

  29.10%

10.20%

2.94%

17.85%

37.50%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.45%

1.43%

1.41%

1.43%

1.52% A

Expenses net of fee waivers, if any

  1.45%

1.43%

1.40%

1.43%

1.52% A

Expenses net of all reductions

  1.42%

1.41%

1.38%

1.41%

1.49% A

Net investment income (loss)

  .09%

.52%

.28%

.21%

(.06)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 28,661

$ 18,723

$ 13,153

$ 7,530

$ 993

Portfolio turnover rate G

  161%

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,

2013

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.61

$ 17.83

$ 17.46

$ 14.94

$ 10.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  (.04)

.05

.01

(.01)

(.01)

Net realized and unrealized gain (loss)

  5.63

1.73

.45

2.62

4.07

Total from investment operations

  5.59

1.78

.46

2.61

4.06

Distributions from net investment income

  (.07)

-

(.04)

(.08)

-

Distributions from net realized gain

  (.08)

-

(.05)

(.02)

-

Total distributions

  (.15)

-

(.09)

(.09) K

-

Redemption fees added to paid in capital E, J

  -

-

-

-

-

Net asset value, end of period

$ 25.05

$ 19.61

$ 17.83

$ 17.46

$ 14.94

Total Return B, C, D

  28.73%

9.98%

2.61%

17.53%

37.32%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.71%

1.68%

1.66%

1.70%

1.73% A

Expenses net of fee waivers, if any

  1.70%

1.68%

1.65%

1.70%

1.73% A

Expenses net of all reductions

  1.68%

1.66%

1.63%

1.68%

1.70% A

Net investment income (loss)

  (.16)%

.26%

.03%

(.05)%

(.08)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,822

$ 5,550

$ 2,187

$ 1,120

$ 458

Portfolio turnover rate G

  161%

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,

2013

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.44

$ 17.77

$ 17.39

$ 14.89

$ 10.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  (.14)

(.04)

(.09)

(.09)

(.03)

Net realized and unrealized gain (loss)

  5.59

1.71

.47

2.61

4.04

Total from investment operations

  5.45

1.67

.38

2.52

4.01

Distributions from net investment income

  -

-

-

(.01)

-

Distributions from net realized gain

  (.07)

-

-

(.01)

-

Total distributions

  (.07)

-

-

(.02)

-

Redemption fees added to paid in capital E, J

  -

-

-

-

-

Net asset value, end of period

$ 24.82

$ 19.44

$ 17.77

$ 17.39

$ 14.89

Total Return B, C, D

  28.13%

9.40%

2.19%

16.92%

36.86%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  2.19%

2.18%

2.16%

2.19%

2.20% A

Expenses net of fee waivers, if any

  2.19%

2.18%

2.16%

2.19%

2.20% A

Expenses net of all reductions

  2.17%

2.16%

2.13%

2.17%

2.17% A

Net investment income (loss)

  (.65)%

(.23)%

(.47)%

(.55)%

(.30)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 710

$ 304

$ 256

$ 305

$ 224

Portfolio turnover rate G

  161%

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,

2013

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.41

$ 17.74

$ 17.36

$ 14.89

$ 10.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  (.14)

(.04)

(.09)

(.09)

(.04)

Net realized and unrealized gain (loss)

  5.58

1.71

.47

2.61

4.05

Total from investment operations

  5.44

1.67

.38

2.52

4.01

Distributions from net investment income

  -

-

-

(.03)

-

Distributions from net realized gain

  (.07)

-

-

(.02)

-

Total distributions

  (.07)

-

-

(.05)

-

Redemption fees added to paid in capital E, J

  -

-

-

-

-

Net asset value, end of period

$ 24.78

$ 19.41

$ 17.74

$ 17.36

$ 14.89

Total Return B, C, D

  28.12%

9.41%

2.19%

16.94%

36.86%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  2.15%

2.18%

2.16%

2.19%

2.18% A

Expenses net of fee waivers, if any

  2.14%

2.18%

2.15%

2.19%

2.18% A

Expenses net of all reductions

  2.12%

2.16%

2.13%

2.16%

2.15% A

Net investment income (loss)

  (.60)%

(.23)%

(.47)%

(.54)%

(.39)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,778

$ 1,726

$ 1,297

$ 710

$ 335

Portfolio turnover rate G

  161%

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,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.85

$ 18.02

$ 17.58

$ 14.98

$ 13.40

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .10

.16

.11

.08

.12

Net realized and unrealized gain (loss)

  5.70

1.74

.48

2.63

1.63

Total from investment operations

  5.80

1.90

.59

2.71

1.75

Distributions from net investment income

  (.16)

(.07)

(.10)

(.10)

(.17)

Distributions from net realized gain

  (.08)

-

(.05)

(.02)

-

Total distributions

  (.24)

(.07)

(.15)

(.11) G

(.17)

Redemption fees added to paid in capital B, F

  -

-

-

-

-

Net asset value, end of period

$ 25.41

$ 19.85

$ 18.02

$ 17.58

$ 14.98

Total Return A

  29.54%

10.56%

3.32%

18.18%

13.39%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.11%

1.11%

1.08%

1.15%

1.27%

Expenses net of fee waivers, if any

  1.11%

1.11%

1.08%

1.15%

1.27%

Expenses net of all reductions

  1.08%

1.09%

1.05%

1.12%

1.24%

Net investment income (loss)

  .43%

.84%

.60%

.50%

.92%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,464,415

$ 1,081,240

$ 1,114,694

$ 1,087,928

$ 991,996

Portfolio turnover rate D

  161%

186%

203%

166%

224%

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,

2013

2012

2011

2010

2009 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.78

$ 17.98

$ 17.57

$ 15.00

$ 10.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .08

.14

.10

.07

.06

Net realized and unrealized gain (loss)

  5.68

1.74

.47

2.63

4.06

Total from investment operations

  5.76

1.88

.57

2.70

4.12

Distributions from net investment income

  (.15)

(.08)

(.11)

(.11)

-

Distributions from net realized gain

  (.08)

-

(.05)

(.02)

-

Total distributions

  (.23)

(.08)

(.16)

(.13)

-

Redemption fees added to paid in capital D, I

  -

-

-

-

-

Net asset value, end of period

$ 25.31

$ 19.78

$ 17.98

$ 17.57

$ 15.00

Total Return B, C

  29.44%

10.49%

3.23%

18.08%

37.87%

Ratios to Average Net Assets E, H

 

 

 

 

 

Expenses before reductions

  1.17%

1.18%

1.13%

1.21%

1.17% A

Expenses net of fee waivers, if any

  1.17%

1.18%

1.13%

1.21%

1.17% A

Expenses net of all reductions

  1.14%

1.16%

1.10%

1.19%

1.15% A

Net investment income (loss)

  .37%

.77%

.56%

.44%

.62% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,639

$ 4,291

$ 3,086

$ 335

$ 290

Portfolio turnover rate F

  161%

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, 2013

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. Class B shares are 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.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally 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) website 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 website 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:

Investment 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 currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment 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 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 may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be 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 and U.S. 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. When independent prices

Annual Report

Fidelity Worldwide Fund
Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (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, 2013, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily 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. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. 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 U.S. Federal income taxes is required. As of October 31, 2013, 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. The 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

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), partnerships, deferred trustees compensation, 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

$ 303,709,710

Gross unrealized depreciation

(8,652,395)

Net unrealized appreciation (depreciation) on securities and other investments

$ 295,057,315

 

 

Tax Cost

$ 1,232,612,108

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

Undistributed ordinary income

$ 60,493,370

Undistributed long-term capital gain

$ 64,735,706

Net unrealized appreciation (depreciation)

$ 294,979,703

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 9,335,754

$ 4,089,511

Long-term Capital Gain

3,905,110

-

Total

$ 13,240,864

$ 4,089,511

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 30 days may have been 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. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, Accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These updates create 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 expects that the impact of the updates' adoption will be limited to additional financial statement disclosures as applicable.

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 asset 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.

Annual Report

Fidelity Worldwide Fund
Notes to Financial Statements - continued

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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 may be mitigated by 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 and to fluctuations in currency values.

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 daily 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, if any, is included in daily variation margin for derivative instruments 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 presented 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 or index at period end and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $3,571,502 and a change in net unrealized appreciation (depreciation) of $248,032 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 $2,101,815,224 and $2,010,981,925, 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 .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR, including any mutual funds previously advised by FMR that are currently advised by Fidelity SelectCo, LLC, an affiliate of 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 over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .83% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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%

$ 56,465

$ 3,136

Class T

.25%

.25%

36,494

-

Class B

.75%

.25%

5,173

3,899

Class C

.75%

.25%

58,247

12,257

 

 

 

$ 156,379

$ 19,292

Annual Report

6. Fees and Other Transactions with Affiliates - continued

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

$ 14,423

Class T

2,887

Class B*

453

Class C*

1,575

 

$ 19,338

* 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

$ 67,227

.30

Class T

22,437

.31

Class B

1,543

.30

Class C

15,419

.26

Worldwide

2,587,472

.21

Institutional Class

16,965

.27

 

$ 2,711,063

 

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. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $41,416 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 $2,710 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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any

Annual Report

Fidelity Worldwide Fund
Notes to Financial Statements - continued

8. Security Lending - continued

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 $356,949, including $3,404 from securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom FMR, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $307,457 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 $92.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $14,422.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012

From net investment income

 

 

Class A

$ 102,433

$ 16,598

Class T

21,836

-

Class B

-

-

Class C

-

-

Worldwide

8,622,428

4,059,519

Institutional Class

32,280

13,394

Total

$ 8,778,977

$ 4,089,511

From net realized gain

 

 

Class A

$ 75,180

$ -

Class T

23,606

-

Class B

1,126

-

Class C

6,545

-

Worldwide

4,338,328

-

Institutional Class

17,102

-

Total

$ 4,461,887

$ -

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Class A

 

 

 

 

Shares sold

491,761

433,206

$ 11,054,215

$ 8,109,308

Reinvestment of distributions

6,945

720

138,266

12,524

Shares redeemed

(311,295)

(218,566)

(6,852,432)

(4,053,305)

Net increase (decrease)

187,411

215,360

$ 4,340,049

$ 4,068,527

Class T

 

 

 

 

Shares sold

169,111

202,603

$ 3,777,852

$ 3,780,147

Reinvestment of distributions

2,272

-

45,089

-

Shares redeemed

(62,341)

(42,181)

(1,376,268)

(800,428)

Net increase (decrease)

109,042

160,422

$ 2,446,673

$ 2,979,719

Class B

 

 

 

 

Shares sold

20,337

4,060

$ 444,905

$ 73,532

Reinvestment of distributions

53

-

1,043

-

Shares redeemed

(7,424)

(2,808)

(167,624)

(51,407)

Net increase (decrease)

12,966

1,252

$ 278,324

$ 22,125

Annual Report

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Class C

 

 

 

 

Shares sold

396,584

38,075

$ 8,655,233

$ 696,495

Reinvestment of distributions

325

-

6,404

-

Shares redeemed

(50,941)

(22,245)

(1,138,699)

(407,626)

Net increase (decrease)

345,968

15,830

$ 7,522,938

$ 288,869

Worldwide

 

 

 

 

Shares sold

11,150,143

8,155,382

$ 252,015,125

$ 150,136,706

Reinvestment of distributions

628,809

226,349

12,588,791

3,956,581

Shares redeemed

(8,612,327)

(15,784,478)

(191,232,967)

(288,554,381)

Net increase (decrease)

3,166,625

(7,402,747)

$ 73,370,949

$ (134,461,094)

Institutional Class

 

 

 

 

Shares sold

275,603

111,552

$ 6,347,280

$ 2,100,045

Reinvestment of distributions

2,425

745

48,393

12,982

Shares redeemed

(74,630)

(67,062)

(1,695,819)

(1,264,501)

Net increase (decrease)

203,398

45,235

$ 4,699,854

$ 848,526

12. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity 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, 2013, 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, 2013, 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, 2013, 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 13, 2013

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, Ned C. Lautenbach, Ronald P. O'Hanley, and William S. Stavropoulos, each of the Trustees oversees 171 funds. Mr. Curvey oversees 394 funds. Mr. Lautenbach, Mr. O'Hanley, and Mr. Stavropoulos each oversees 245 funds.

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 of the trust and the fund (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 Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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 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 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, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. 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 (1957)

Year of Election or Appointment: 2011

Trustee

 

Mr. O'Hanley also serves as Trustee of other Fidelity funds. He is Director of Fidelity SelectCo, LLC (2013-present), 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, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. 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 (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. 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 (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. 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 (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. 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 (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. 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 (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), 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) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. 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). 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).

+ 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 Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Executive officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity 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).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is 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).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is 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).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other 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); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-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 Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Joseph A. Hanlon (1968)

Year of Election or Appointment: 2012

Chief Compliance Officer

 

Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).

Bruce T. Herring (1965)

Year of Election or Appointment: 2006

Vice President of certain Equity Funds

 

Mr. Herring also serves as Vice President of other funds. He serves as Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). 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 (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Vice President of other funds. Mr. Hogan 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.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Christine Reynolds (1958)

Year of Election or Appointment: 2008

Chief Financial Officer

 

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Gary W. Ryan (1958)

Year of Election or Appointment: 2005

Assistant Treasurer

 

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

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, 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 LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other 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).

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

12/9/13

12/6/13

$0.044

$1.979

Class T

12/9/13

12/6/13

$0.000

$1.979

Class B

12/9/13

12/6/13

$0.000

$1.891

Class C

12/9/13

12/6/13

$0.000

$1.950

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2013, $66,159,543, or, if subsequently determined to be different, the net capital gain of such year.

Class A designates 92%, and Class T designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A and Class T designate 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The funds will notify shareholders in January 2014 of amounts for use in preparing 2013 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, covers an extensive agenda of topics and materials and 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 2013 meeting, the Board, 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 was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was 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, was 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, which is a part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Fidelity Management & Research Company (FMR), and the sub-advisers (together, the Investment Advisers) as it relates to the fund, 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 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 also 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. Further, the Board 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 to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (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 portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (v) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vi) strengthening Fidelity's index fund offerings by reducing investment minimums and adopting or lowering existing expense caps for certain funds and classes; (vii) enhancing Global Asset Allocation product offerings by launching new funds and strategies, including "open architecture" target date funds that utilize affiliated and unaffiliated sub-advisers; (viii) modifying the eligibility criteria for Institutional Class shares of Advisor funds to increase their marketability to a portion of the defined contribution plan market; (ix) creating a new low-cost retirement share class for certain Advisor funds to appeal to large retirement plans; (x) transitioning the management of certain Fidelity commodity funds to Geode Capital Management LLC, a registered commodity pool operator, while retaining administrative responsibilities for the funds; (xi) reorganizing a number of funds; and (xii) taking steps toward establishing a new Fidelity adviser to manage sector-based funds and products.

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 and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of mutual funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box) and 75th percentile (bottom of box) of the peer universe. Returns of the benchmark index are "net MA," i.e., adjusted for tax withholding rates applicable to U.S.-based mutual funds organized as Massachusetts business trusts.

Annual Report

Fidelity Worldwide Fund

oww510

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, a securities index, thus leading to a performance adjustment for the same period. 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 in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, 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 Worldwide Fund

oww512

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 2012. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking.

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

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

The Board noted that the total expense ratio of each of Class A, Class B, and the retail class ranked below its competitive median for 2012 and the total expense ratio of each of Class T, Class C, and Institutional Class ranked above its competitive median for 2012. The Board considered that, in general, various factors 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 2013 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 servicing the fund's 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 the methodologies used by Fidelity 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.

Amendment to Description of Group Fee Rate. At its July 2013 meeting, the Board voted to approve an amendment to the fund's management contract to modify the description of the "group fee rate" effective August 1, 2013. The Board noted that under the prior description in the contract, the group fee rate was based on the average net assets of all registered investment companies with which FMR has management contracts. Under the contract's tiered asset breakpoint schedule, the group fee rate is lower as total fund assets under FMR's management increase, and higher as total fund assets under FMR's management decrease. The Board considered that the prior description would have excluded the assets of 64 Fidelity sector funds from the group fee rate calculation once Fidelity SelectCo, LLC, an affiliate of FMR, assumed management responsibilities for those funds. The Board noted that modifying the description of the group fee rate to continue to include the assets of those 64 funds for purposes of determining group fee rate breakpoints would avoid an immediate adverse impact on the group fee rate for any fund.

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 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) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; and (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results.

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
245 Summer St., Boston, MA 02210
www.fidelity.com

AWLD-UANN-1213
1.883445.104

(Fidelity Investment logo)(registered trademark)

Fidelity Advisor®

Worldwide Fund

Institutional Class

Annual Report

October 31, 2013

(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

80

The Portfolio Managers' review of fund performance and strategy.

Shareholder Expense Example

81

An example of shareholder expenses.

Investment Changes

81

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

Investments

83

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

Financial Statements

93

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

Notes

103

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

110

 

Trustees and Officers

110

 

Distributions

116

 

Board Approval of Investment Advisory Contracts and Management Fees

117

 

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. © 2013 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, 2013

Past 1
year

Past 5
years

Past 10
years

  Institutional Class A

29.44%

14.63%

8.99%

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, 2003. 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. See footnote A above for additional information regarding the performance of Institutional Class.

oww524

Annual Report


Management's Discussion of Fund Performance

Market Recap: On balance, global equity markets remained upbeat for the 12-month period ending October 31, 2013. The MSCI® ACWI® (All Country World Index) Index gained 23.75% for the period, amid investor preference for higher-risk assets. The period was not without turbulence, however. In the spring and summer, central banks worldwide, especially in the U.S. and China, made clear their intentions to maintain accommodative monetary policies. That stance, combined with modest cyclical improvements around the globe and generally low valuations, underpinned the broad rally in equities. Europe (+32%) shone brightly, with most markets in the region - large and small - registering solid, index-beating gains. Another bright spot was Japan, which, despite a struggling yen and taking a second-half breather, posted a 34% result for the full year. The U.S. - by far the index's biggest constituent - also outperformed the global market with a roughly 28% advance. Meanwhile, Asia-Pacific ex Japan (+14%) lagged, hurt in part by a slowdown in Australia's mining industry as well as currency headwinds. Foreign-exchange and commodity weakness also curbed results in resource-heavy Canada and emerging markets (EM), both of which were up 7%. Country-level EM performance diverged meaningfully for the period, as evidenced by performance in Brazil (-1%), Russia (+12%), India (+1%) and China (+8%).

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 29.44%, versus 26.29% for the MSCI® World Index. Security selection that focused on companies with above-average earnings growth, good balance sheets and reasonable share prices drove the fund's performance relative to the index. Regionally, investment choices in the U.S. helped the most, while among sectors, energy and information technology stood out. Winners included U.S. natural gas exploration & production company Pioneer Natural Resources, whose huge share-price gain was fueled by the company's expanded oil production and rising oil prices. The fund's number one contributor was U.S. biotechnology company Gilead Sciences, whose stock soared as the company neared approval for its promising new hepatitis C treatment. In the information technology sector, an investment in electronic-payment processor MasterCard took off, thanks to higher transaction volumes that were the result of increasing numbers of consumers worldwide shopping online and choosing to pay with debit and credit instead of cash or checks. By contrast, investments in the consumer discretionary sector detracted, as did a small stake in emerging markets, positioning in core European countries and a modest cash position. Individual disappointments included cellular-tower operator American Tower, which saw slowing growth prospects in the U.S. pressure its return. We sold the position before period end. Untimely ownership of biotechnology leader Amgen also hurt. We exited soon after the company announced an acquisition that we thought would take some time to pay off, but the stock continued to rise.

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, 2013 to October 31, 2013).

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
B

Beginning
Account Value
May 1, 2013

Ending
Account Value
October 31, 2013

Expenses Paid
During Period
*
May 1, 2013
to October 31, 2013

Class A

1.44%

 

 

 

Actual

 

$ 1,000.00

$ 1,123.10

$ 7.71

Hypothetical A

 

$ 1,000.00

$ 1,017.95

$ 7.32

Class T

1.71%

 

 

 

Actual

 

$ 1,000.00

$ 1,121.80

$ 9.15

Hypothetical A

 

$ 1,000.00

$ 1,016.59

$ 8.69

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,119.00

$ 11.75

Hypothetical A

 

$ 1,000.00

$ 1,014.12

$ 11.17

Class C

2.18%

 

 

 

Actual

 

$ 1,000.00

$ 1,119.20

$ 11.64

Hypothetical A

 

$ 1,000.00

$ 1,014.22

$ 11.07

Worldwide

1.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,125.30

$ 5.89

Hypothetical A

 

$ 1,000.00

$ 1,019.66

$ 5.60

Institutional Class

1.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,124.90

$ 6.21

Hypothetical A

 

$ 1,000.00

$ 1,019.36

$ 5.90

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Annual Report

Fidelity Worldwide Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

oww476

United States of America*

52.6%

 

oww478

Japan

8.4%

 

oww480

United Kingdom

7.2%

 

oww482

France

4.9%

 

oww484

Germany

4.0%

 

oww486

Ireland

3.3%

 

oww488

Switzerland

3.1%

 

oww490

Sweden

1.9%

 

oww492

Spain

1.7%

 

oww494

Other

12.9%

 

oww536

* 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, 2013

oww476

United States of America*

50.3%

 

oww478

Japan

10.1%

 

oww480

United Kingdom

7.6%

 

oww482

France

4.4%

 

oww484

Germany

3.7%

 

oww486

Switzerland

3.0%

 

oww488

Ireland

2.9%

 

oww490

Canada

2.1%

 

oww492

Australia

1.8%

 

oww494

Other

14.1%

 

oww548

* 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 as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Equity Futures

97.2

97.3

Bonds

0.1

0.1

Short-Term Investments and Net Other Assets (Liabilities)

2.7

2.6

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.8

2.6

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

2.3

2.2

McGraw-Hill Companies, Inc. (United States of America, Diversified Financial Services)

2.2

0.0

Bank of America Corp. (United States of America, Diversified Financial Services)

2.2

1.4

Google, Inc. Class A (United States of America, Internet Software & Services)

2.0

2.5

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

2.0

1.0

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

1.9

0.7

Cummins, Inc. (United States of America, Machinery)

1.9

0.1

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

1.8

1.3

Actavis PLC (Ireland, Pharmaceuticals)

1.6

0.2

 

20.7

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

19.6

20.0

Information Technology

15.6

12.5

Health Care

14.1

13.1

Consumer Discretionary

12.6

15.0

Industrials

12.2

10.5

Energy

8.9

5.7

Consumer Staples

6.3

10.2

Materials

5.4

6.1

Telecommunication Services

2.0

2.1

Utilities

0.2

1.1

Annual Report

Fidelity Worldwide Fund


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 96.1%

Shares

Value

Australia - 1.5%

Ansell Ltd.

142,537

$ 2,625,670

Australia & New Zealand Banking Group Ltd.

392,333

12,548,330

Ramsay Health Care Ltd.

105,887

3,883,069

Woodside Petroleum Ltd.

89,610

3,287,856

TOTAL AUSTRALIA

22,344,925

Austria - 0.1%

Andritz AG

28,200

1,737,152

Bailiwick of Jersey - 1.2%

Experian PLC

368,600

7,505,868

Wolseley PLC

90,926

4,900,027

WPP PLC

245,700

5,219,909

TOTAL BAILIWICK OF JERSEY

17,625,804

Belgium - 1.0%

Anheuser-Busch InBev SA NV

71,611

7,423,464

KBC Groupe SA

141,183

7,696,402

TOTAL BELGIUM

15,119,866

Bermuda - 0.1%

Cheung Kong Infrastructure Holdings Ltd.

310,000

2,157,165

Brazil - 0.1%

Arezzo Industria e Comercio SA

63,900

955,562

British Virgin Islands - 0.3%

Luxoft Holding, Inc.

57,700

1,685,994

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

73,000

2,692,240

Michael Kors Holdings Ltd. (a)

11,000

846,450

TOTAL BRITISH VIRGIN ISLANDS

5,224,684

Canada - 0.5%

Canadian Pacific Railway Ltd.

3,000

428,830

Constellation Software, Inc.

9,700

1,767,053

InterOil Corp. (a)(d)

10,500

729,225

Suncor Energy, Inc.

123,400

4,484,368

TOTAL CANADA

7,409,476

Cayman Islands - 0.7%

58.com, Inc. ADR

4,000

96,480

Baidu.com, Inc. sponsored ADR (a)

20,300

3,266,270

Cimc Enric Holdings Ltd.

1,020,000

1,436,657

ENN Energy Holdings Ltd.

314,000

1,860,996

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

43,500

1,842,225

Greatview Aseptic Pack Co. Ltd.

1,799,000

1,132,351

Sands China Ltd.

90,400

642,466

Youku Tudou, Inc. ADR (a)(d)

27,400

746,376

TOTAL CAYMAN ISLANDS

11,023,821

Cyprus - 0.0%

SPDI Secure Property Development & Investment PLC (a)

31,822

35,844

 

Shares

Value

Denmark - 0.2%

Novo Nordisk A/S Series B

22,916

$ 3,816,720

Finland - 0.4%

Raisio Group PLC (V Shares)

139,000

809,640

Sampo Oyj (A Shares)

107,000

5,068,793

TOTAL FINLAND

5,878,433

France - 4.9%

Arkema SA

29,430

3,341,337

Atos Origin SA

24,326

2,076,840

AXA SA

327,500

8,181,802

BNP Paribas SA

93,030

6,889,028

Bureau Veritas SA

86,700

2,618,024

Danone SA

56,400

4,182,641

Edenred SA

73,500

2,497,361

Havas SA

344,900

2,873,415

Iliad SA

12,793

2,925,057

Kering SA

22,350

5,078,355

Lafarge SA (Bearer)

37,800

2,616,444

LVMH Moet Hennessy - Louis Vuitton SA

33,006

6,354,611

Sanofi SA

53,719

5,727,694

Schneider Electric SA

84,600

7,127,414

Technip SA

11,800

1,236,055

Total SA

173,600

10,650,877

TOTAL FRANCE

74,376,955

Germany - 3.3%

Aareal Bank AG (a)

63,891

2,457,137

adidas AG

33,400

3,812,931

BASF AG

77,939

8,109,115

Bayer AG

91,200

11,335,105

Brenntag AG

27,600

4,676,743

GEA Group AG

75,747

3,296,198

GSW Immobilien AG

28,483

1,324,543

HeidelbergCement Finance AG

53,600

4,225,340

KION Group AG (a)

45,449

1,851,251

LEG Immobilien AG

19,100

1,089,187

Siemens AG

68,079

8,699,973

TOTAL GERMANY

50,877,523

Hong Kong - 0.8%

AIA Group Ltd.

1,263,600

6,413,345

Techtronic Industries Co. Ltd.

2,334,000

5,870,373

TOTAL HONG KONG

12,283,718

India - 0.3%

Housing Development Finance Corp. Ltd.

256,407

3,557,718

United Spirits Ltd.

27,317

1,141,082

TOTAL INDIA

4,698,800

Indonesia - 0.0%

PT Tower Bersama Infrastructure Tbk

990,500

500,849

Ireland - 3.3%

Actavis PLC (a)

153,200

23,681,656

Common Stocks - continued

Shares

Value

Ireland - continued

Alkermes PLC (a)

84,000

$ 2,955,960

Bank of Ireland (a)

8,957,800

3,260,264

Eaton Corp. PLC

96,000

6,773,760

Greencore Group PLC

509,900

1,472,450

James Hardie Industries PLC CDI

365,087

3,771,527

Kerry Group PLC Class A

58,400

3,739,835

Trinity Biotech PLC sponsored ADR

193,741

4,843,525

TOTAL IRELAND

50,498,977

Italy - 0.5%

De Longhi SpA

141,700

2,193,282

Moleskine SpA

397,400

971,226

Tod's SpA

7,333

1,221,648

UniCredit SpA

225,700

1,697,701

World Duty Free SpA (a)

159,397

1,765,998

TOTAL ITALY

7,849,855

Japan - 8.0%

ABC-MART, Inc.

48,600

2,430,533

Aozora Bank Ltd.

983,000

2,857,615

ARNEST ONE Corp.

41,000

1,124,133

Astellas Pharma, Inc.

47,400

2,642,379

Cosmos Pharmaceutical Corp.

12,200

1,486,333

Daikin Industries Ltd.

67,300

3,871,997

Don Quijote Co. Ltd.

109,500

7,289,030

Hajime Construction Co. Ltd.

4,500

310,282

Harmonic Drive Systems, Inc.

64,400

1,386,409

Hitachi Ltd.

313,000

2,189,469

Japan Exchange Group, Inc.

159,500

3,708,080

Japan Tobacco, Inc.

273,400

9,892,619

Kakaku.com, Inc.

123,200

2,382,853

KDDI Corp.

129,000

6,986,187

Keyence Corp.

18,460

7,911,772

Leopalace21 Corp. (a)

421,900

2,929,044

Miraca Holdings, Inc.

12,400

558,720

Mitsubishi UFJ Financial Group, Inc.

1,099,300

7,000,636

Nomura Real Estate Holdings, Inc.

35,200

890,610

Omron Corp.

75,500

2,881,172

ORIX Corp.

554,600

9,606,275

Park24 Co. Ltd.

83,900

1,638,111

Rakuten, Inc.

316,000

4,117,366

Santen Pharmaceutical Co. Ltd.

71,900

3,650,056

Seven & i Holdings Co., Ltd.

134,700

4,985,063

Shinsei Bank Ltd.

1,543,000

3,612,636

Ship Healthcare Holdings, Inc.

67,000

2,749,303

SoftBank Corp.

129,700

9,685,854

Toyota Motor Corp.

173,400

11,242,942

USS Co. Ltd.

28,800

421,762

TOTAL JAPAN

122,439,241

Kenya - 0.1%

Safaricom Ltd.

18,905,500

2,093,228

 

Shares

Value

Korea (South) - 0.4%

Hyundai Motor Co.

12,766

$ 3,043,303

NHN Corp.

4,224

2,376,118

Orion Corp.

742

723,626

TOTAL KOREA (SOUTH)

6,143,047

Luxembourg - 0.2%

Brait SA

363,375

1,770,045

Eurofins Scientific SA

3,000

822,593

TOTAL LUXEMBOURG

2,592,638

Mexico - 0.1%

Alsea S.A.B. de CV

519,500

1,615,767

Netherlands - 1.6%

AEGON NV

292,700

2,328,980

ASML Holding NV

45,507

4,306,782

European Aeronautic Defence and Space Co. (EADS) NV

24,000

1,649,177

Exact Holdings NV

10,177

269,517

Koninklijke Ahold NV

149,342

2,842,823

Koninklijke Philips Electronics NV

155,100

5,481,348

Randstad Holding NV

44,718

2,759,840

Royal DSM NV

32,700

2,476,988

Yandex NV (a)

54,300

2,001,498

TOTAL NETHERLANDS

24,116,953

New Zealand - 0.2%

Ryman Healthcare Group Ltd.

459,616

2,866,303

Norway - 0.4%

DNB ASA

365,200

6,472,077

Philippines - 0.1%

Alliance Global Group, Inc.

1,671,800

1,019,367

Russia - 0.2%

Mobile TeleSystems OJSC sponsored ADR

143,200

3,264,960

Singapore - 1.0%

Avago Technologies Ltd.

278,000

12,629,540

Global Logistic Properties Ltd.

1,015,000

2,524,835

TOTAL SINGAPORE

15,154,375

South Africa - 0.6%

Distell Group Ltd.

126,410

1,693,652

Naspers Ltd. Class N

80,100

7,492,357

TOTAL SOUTH AFRICA

9,186,009

Spain - 1.7%

Amadeus IT Holding SA Class A

82,100

3,048,739

Antena 3 de Television SA

93,500

1,567,828

Banco Bilbao Vizcaya Argentaria SA

799,331

9,341,727

Criteria CaixaCorp SA (d)

259,900

1,351,175

Distribuidora Internacional de Alimentacion SA

352,600

3,223,374

Common Stocks - continued

Shares

Value

Spain - continued

Grifols SA ADR

75,442

$ 2,275,331

Inditex SA

28,781

4,728,366

TOTAL SPAIN

25,536,540

Sweden - 1.9%

ASSA ABLOY AB (B Shares)

110,600

5,490,701

Intrum Justitia AB

115,000

3,061,319

Investment AB Kinnevik (B Shares)

145,500

5,361,903

Nordea Bank AB

374,200

4,792,957

Svenska Cellulosa AB (SCA) (B Shares)

222,500

6,317,852

Svenska Handelsbanken AB (A Shares)

77,300

3,502,331

TOTAL SWEDEN

28,527,063

Switzerland - 3.1%

Actelion Ltd.

13,000

1,006,502

Credit Suisse Group

63,657

1,980,240

Lonza Group AG

47,211

4,219,774

Partners Group Holding AG

13,818

3,580,329

Roche Holding AG (participation certificate)

49,858

13,803,196

Schindler Holding AG (participation certificate)

15,402

2,184,645

SGS SA (Reg.)

490

1,148,113

Swatch Group AG (Bearer)

2,200

1,407,505

Syngenta AG (Switzerland)

11,110

4,484,181

UBS AG

506,231

9,791,049

Zurich Insurance Group AG

10,593

2,929,171

TOTAL SWITZERLAND

46,534,705

Taiwan - 0.3%

ECLAT Textile Co. Ltd.

149,940

1,647,888

Taiwan Semiconductor Manufacturing Co. Ltd.

706,000

2,597,103

TOTAL TAIWAN

4,244,991

United Kingdom - 7.2%

Aberdeen Asset Management PLC

355,842

2,526,997

Alabama Noor Hospitals Group PLC (a)

169,000

2,303,284

Associated British Foods PLC

96,800

3,518,591

Barclays PLC

1,419,228

5,971,353

BG Group PLC

240,300

4,906,758

BHP Billiton PLC

154,101

4,755,325

British American Tobacco PLC (United Kingdom)

49,900

2,753,097

Croda International PLC

38,600

1,507,671

Diageo PLC

264,983

8,446,990

Foxtons Group PLC

134,300

686,385

Hikma Pharmaceuticals PLC

239,015

4,602,672

Hilton Food Group PLC

262,800

1,803,479

HSBC Holdings PLC (United Kingdom)

756,850

8,296,094

Intertek Group PLC

55,600

2,970,446

ITV PLC

907,700

2,778,370

Jazztel PLC (a)

284,917

3,125,716

Legal & General Group PLC

1,589,267

5,511,823

 

Shares

Value

Liberty Global PLC Class A (a)

37,000

$ 2,899,690

London Stock Exchange Group PLC

107,700

2,835,507

Meggitt PLC

419,676

3,852,401

Next PLC

57,000

4,976,392

Ocado Group PLC (a)

511,100

3,556,620

Persimmon PLC

129,000

2,616,508

Reckitt Benckiser Group PLC

48,500

3,770,042

Rolls-Royce Group PLC

271,600

5,008,060

Rotork PLC

44,510

2,043,247

Royal Mail PLC

106,500

956,268

SABMiller PLC

92,100

4,805,284

Taylor Wimpey PLC

1,155,900

2,042,414

The Restaurant Group PLC

123,700

1,142,442

Ultra Electronics Holdings PLC

36,900

1,144,260

Vodafone Group PLC

420,400

1,539,825

TOTAL UNITED KINGDOM

109,654,011

United States of America - 49.8%

A.O. Smith Corp.

21,000

1,084,650

Accuray, Inc. (a)

235,000

1,586,250

Adobe Systems, Inc. (a)

289,000

15,663,800

Agios Pharmaceuticals, Inc. (d)

20,000

463,200

Alexion Pharmaceuticals, Inc. (a)

44,000

5,409,800

Alliance Data Systems Corp. (a)

6,000

1,422,360

Amazon.com, Inc. (a)

23,000

8,372,690

American International Group, Inc.

145,000

7,489,250

Ameriprise Financial, Inc.

175,400

17,634,716

Amphenol Corp. Class A

15,000

1,204,350

Applied Micro Circuits Corp. (a)

104,000

1,212,640

Bank of America Corp.

2,436,400

34,012,144

Beam, Inc.

23,900

1,608,470

Biogen Idec, Inc. (a)

66,000

16,116,540

Bluebird Bio, Inc. (d)

27,100

575,875

Boston Scientific Corp. (a)

275,300

3,218,257

Bristol-Myers Squibb Co.

87,000

4,569,240

Cabot Oil & Gas Corp.

1,002,000

35,390,640

CalAmp Corp. (a)

14,000

329,420

Callidus Software, Inc. (a)

50,000

517,500

CBS Corp. Class B

171,000

10,112,940

Celldex Therapeutics, Inc. (a)

89,100

2,041,281

Citigroup, Inc.

204,000

9,951,120

Criteo SA sponsored ADR

1,823

64,370

Cummins, Inc.

223,000

28,325,460

Discovery Communications, Inc. Class A (a)

42,000

3,734,640

Eastman Chemical Co.

292,500

23,046,075

Ecolab, Inc.

168,000

17,808,000

EOG Resources, Inc.

97,000

17,304,800

EQT Corp.

138,000

11,814,180

Estee Lauder Companies, Inc. Class A

12,800

908,288

Facebook, Inc. Class A (a)

78,000

3,920,280

FedEx Corp.

134,000

17,554,000

Gilead Sciences, Inc. (a)

382,000

27,118,180

Google, Inc. Class A (a)

30,200

31,123,516

Common Stocks - continued

Shares

Value

United States of America - continued

Guidewire Software, Inc. (a)

53,000

$ 2,688,160

H&R Block, Inc.

56,000

1,592,640

Halozyme Therapeutics, Inc. (a)(d)

236,000

2,749,400

HealthStream, Inc. (a)

12,000

428,640

Illumina, Inc. (a)

174,500

16,317,495

inContact, Inc. (a)

102,506

778,021

Intercept Pharmaceuticals, Inc.

47,667

2,585,458

Johnson Controls, Inc.

66,000

3,045,900

KAR Auction Services, Inc.

7,000

208,040

KKR & Co. LP

157,000

3,446,150

Kroger Co.

414,300

17,748,612

MasterCard, Inc. Class A

60,400

43,312,839

McGraw-Hill Companies, Inc.

491,200

34,226,816

McKesson Corp.

23,000

3,595,820

Medivation, Inc. (a)

59,800

3,579,628

Monster Beverage Corp. (a)

3,000

171,690

Morgan Stanley

405,000

11,635,650

Netflix, Inc. (a)

28,000

9,029,440

Noble Energy, Inc.

156,000

11,689,080

Norfolk Southern Corp.

161,000

13,849,220

Pharmacyclics, Inc. (a)

14,300

1,696,552

Phillips 66 Partners LP

49,875

1,675,800

Pioneer Natural Resources Co.

151,900

31,106,082

priceline.com, Inc. (a)

7,700

8,114,491

Proto Labs, Inc. (a)

33,000

2,767,380

PVH Corp.

53,000

6,602,210

Regeneron Pharmaceuticals, Inc. (a)

11,231

3,230,036

Rock-Tenn Co. Class A

11,000

1,177,110

salesforce.com, Inc. (a)

48,900

2,609,304

ServiceNow, Inc. (a)

226,000

12,341,860

Sirius XM Radio, Inc.

607,000

2,288,390

Sohu.com, Inc. (a)

19,300

1,292,328

Spirit Airlines, Inc. (a)

59,900

2,584,685

SS&C Technologies Holdings, Inc. (a)

82,900

3,257,970

Synageva BioPharma Corp. (a)

15,100

767,080

Teledyne Technologies, Inc. (a)

16,000

1,421,120

The Blackstone Group LP

421,000

11,063,880

The Boeing Co.

56,000

7,308,000

The Cooper Companies, Inc.

109,800

14,187,258

TJX Companies, Inc.

227,900

13,854,041

TripAdvisor, Inc. (a)

71,000

5,872,410

Twenty-First Century Fox, Inc. Class A

212,000

7,224,960

United Therapeutics Corp. (a)

35,000

3,098,200

Visa, Inc. Class A

149,900

29,480,833

W.R. Grace & Co. (a)

18,000

1,649,880

Web.com Group, Inc. (a)

137,100

3,694,845

WhiteWave Foods Co.

40,000

800,400

Workday, Inc. Class A

218,300

16,344,121

Xylem, Inc.

88,000

3,036,000

Yahoo!, Inc. (a)

399,000

13,139,070

TOTAL UNITED STATES OF AMERICA

759,073,917

 

Shares

Value

US Virgin Islands - 0.0%

Altisource Residential Corp. Class B

25,000

$ 664,250

TOTAL COMMON STOCKS

(Cost $1,165,169,491)


1,465,615,571

Nonconvertible Preferred Stocks - 0.7%

 

 

 

 

Germany - 0.7%

Volkswagen AG

39,200

9,963,495

United Kingdom - 0.0%

Rolls-Royce Group PLC Series C

23,357,600

37,452

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $7,496,985)


10,000,947

Convertible Bonds - 0.1%

 

Principal Amount

 

United States of America - 0.1%

MGIC Investment Corp. 2% 4/1/20

$ 700,000

954,310

Radian Group, Inc. 2.25% 3/1/19

620,000

935,394

TOTAL CONVERTIBLE BONDS

(Cost $1,320,000)


1,889,704

Government Obligations - 0.0%

 

United States of America - 0.0%

U.S. Treasury Bills, yield at date of purchase 0.02% 1/2/14 (e)
(Cost $414,989)

415,000


414,982

Money Market Funds - 3.3%

Shares

 

Fidelity Cash Central Fund, 0.09% (b)

45,067,881

45,067,881

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

4,680,338

4,680,338

TOTAL MONEY MARKET FUNDS

(Cost $49,748,219)


49,748,219

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $1,224,149,684)

1,527,669,423

NET OTHER ASSETS (LIABILITIES) - (0.2)%

(2,644,309)

NET ASSETS - 100%

$ 1,525,025,114

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/(Depreciation)

Purchased

Equity Index Contracts

92 Nikkei 225 Index Contracts (Japan)

Dec. 2013

$ 6,653,900

$ 248,032

 

The face value of futures purchased as a percentage of net assets is 0.4%

Legend

(a) Non-income producing

(b) Affiliated fund that is generally 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 or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $414,982.

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

$ 50,995

Fidelity Securities Lending Cash Central Fund

356,949

Total

$ 407,944

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, 2013, 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 Investment 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

$ 195,094,745

$ 168,158,697

$ 25,501,633

$ 1,434,415

Consumer Staples

96,269,397

61,281,831

34,987,566

-

Energy

136,117,946

125,467,069

10,650,877

-

Financials

302,503,944

230,929,341

71,574,603

-

Health Care

213,703,702

194,558,830

19,144,872

-

Industrials

178,362,200

157,284,362

21,077,838

-

Information Technology

238,545,382

220,583,013

17,962,369

-

Materials

80,101,344

70,861,838

9,239,506

-

Telecommunication Services

30,899,697

12,687,831

18,211,866

-

Utilities

4,018,161

4,018,161

-

-

Corporate Bonds

1,889,704

-

1,889,704

-

Government Obligations

414,982

-

414,982

-

Money Market Funds

49,748,219

49,748,219

-

-

Total Investments in Securities:

$ 1,527,669,423

$ 1,295,579,192

$ 230,655,816

$ 1,434,415

Derivative Instruments:

Assets

Futures Contracts

$ 248,032

$ 248,032

$ -

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2013. 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

$ 43,000,101

Level 2 to Level 1

$ 0

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of October 31, 2013. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 248,032

$ -

Total Value of Derivatives

$ 248,032

$ -

(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

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, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $4,617,353) - See accompanying schedule:

Unaffiliated issuers (cost $1,174,401,466)

$ 1,477,921,205

 

Fidelity Central Funds (cost $49,748,218)

49,748,218

 

Total Investments (cost $1,224,149,684)

 

$ 1,527,669,423

Cash

 

46,236

Foreign currency held at value (cost $145)

145

Receivable for investments sold

52,033,895

Receivable for fund shares sold

1,918,441

Dividends receivable

1,641,222

Interest receivable

3,492

Distributions receivable from Fidelity Central Funds

12,107

Prepaid expenses

4,783

Other receivables

265,654

Total assets

1,583,595,398

 

 

 

Liabilities

Payable for investments purchased

$ 51,567,924

Payable for fund shares redeemed

859,404

Accrued management fee

988,981

Distribution and service plan fees payable

18,778

Payable for daily variation margin for derivative instruments

57,500

Other affiliated payables

294,730

Other payables and accrued expenses

102,629

Collateral on securities loaned, at value

4,680,338

Total liabilities

58,570,284

 

 

 

Net Assets

$ 1,525,025,114

Net Assets consist of:

 

Paid in capital

$ 1,104,816,841

Undistributed net investment income

5,154,082

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

111,364,032

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

303,690,159

Net Assets

$ 1,525,025,114

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($28,661,272 ÷ 1,138,130 shares)

$ 25.18

 

 

 

Maximum offering price per share (100/94.25 of $25.18)

$ 26.72

Class T:
Net Asset Value
and redemption price per share ($9,822,410 ÷ 392,095 shares)

$ 25.05

 

 

 

Maximum offering price per share (100/96.50 of $25.05)

$ 25.96

Class B:
Net Asset Value
and offering price per share ($709,889 ÷ 28,601 shares)A

$ 24.82

 

 

 

Class C:
Net Asset Value
and offering price per share ($10,777,727 ÷ 434,922 shares)A

$ 24.78

 

 

 

Worldwide:
Net Asset Value
, offering price and redemption price per share ($1,464,415,231 ÷ 57,635,498 shares)

$ 25.41

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($10,638,585 ÷ 420,307 shares)

$ 25.31

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

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

Annual Report

Fidelity Worldwide Fund
Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2013

Investment Income

 

 

Dividends

 

$ 20,251,766

Interest

 

18,336

Income from Fidelity Central Funds

 

407,944

Income before foreign taxes withheld

 

20,678,046

Less foreign taxes withheld

 

(1,095,825)

Total income

 

19,582,221

 

 

 

Expenses

Management fee
Basic fee

$ 9,069,757

Performance adjustment

1,622,176

Transfer agent fees

2,711,063

Distribution and service plan fees

156,379

Accounting and security lending fees

588,006

Custodian fees and expenses

172,916

Independent trustees' compensation

7,367

Registration fees

94,174

Audit

74,846

Legal

4,009

Miscellaneous

10,331

Total expenses before reductions

14,511,024

Expense reductions

(321,971)

14,189,053

Net investment income (loss)

5,393,168

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

124,060,205

Foreign currency transactions

(172,714)

Futures contracts

3,571,502

Total net realized gain (loss)

 

127,458,993

Change in net unrealized appreciation (depreciation) on:

Investment securities

200,652,376

Assets and liabilities in foreign currencies

(4,939)

Futures contracts

248,032

Total change in net unrealized appreciation (depreciation)

 

200,895,469

Net gain (loss)

328,354,462

Net increase (decrease) in net assets resulting from operations

$ 333,747,630

Statement of Changes in Net Assets

 

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 5,393,168

$ 9,012,042

Net realized gain (loss)

127,458,993

52,879,353

Change in net unrealized appreciation (depreciation)

200,895,469

45,589,333

Net increase (decrease) in net assets resulting from operations

333,747,630

107,480,728

Distributions to shareholders from net investment income

(8,778,977)

(4,089,511)

Distributions to shareholders from net realized gain

(4,461,887)

-

Total distributions

(13,240,864)

(4,089,511)

Share transactions - net increase (decrease)

92,658,787

(126,253,328)

Redemption fees

24,982

23,898

Total increase (decrease) in net assets

413,190,535

(22,838,213)

 

 

 

Net Assets

Beginning of period

1,111,834,579

1,134,672,792

End of period (including undistributed net investment income of $5,154,082 and undistributed net investment income of $7,478,979, respectively)

$ 1,525,025,114

$ 1,111,834,579

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2013

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.69

$ 17.89

$ 17.50

$ 14.96

$ 10.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .02

.10

.05

.03

(.01)

Net realized and unrealized gain (loss)

  5.66

1.72

.47

2.63

4.09

Total from investment operations

  5.68

1.82

.52

2.66

4.08

Distributions from net investment income

  (.11)

(.02)

(.08)

(.10)

-

Distributions from net realized gain

  (.08)

-

(.05)

(.02)

-

Total distributions

  (.19)

(.02)

(.13)

(.12)

-

Redemption fees added to paid in capital E, J

  -

-

-

-

-

Net asset value, end of period

$ 25.18

$ 19.69

$ 17.89

$ 17.50

$ 14.96

Total Return B, C, D

  29.10%

10.20%

2.94%

17.85%

37.50%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.45%

1.43%

1.41%

1.43%

1.52% A

Expenses net of fee waivers, if any

  1.45%

1.43%

1.40%

1.43%

1.52% A

Expenses net of all reductions

  1.42%

1.41%

1.38%

1.41%

1.49% A

Net investment income (loss)

  .09%

.52%

.28%

.21%

(.06)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 28,661

$ 18,723

$ 13,153

$ 7,530

$ 993

Portfolio turnover rate G

  161%

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,

2013

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.61

$ 17.83

$ 17.46

$ 14.94

$ 10.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  (.04)

.05

.01

(.01)

(.01)

Net realized and unrealized gain (loss)

  5.63

1.73

.45

2.62

4.07

Total from investment operations

  5.59

1.78

.46

2.61

4.06

Distributions from net investment income

  (.07)

-

(.04)

(.08)

-

Distributions from net realized gain

  (.08)

-

(.05)

(.02)

-

Total distributions

  (.15)

-

(.09)

(.09) K

-

Redemption fees added to paid in capital E, J

  -

-

-

-

-

Net asset value, end of period

$ 25.05

$ 19.61

$ 17.83

$ 17.46

$ 14.94

Total Return B, C, D

  28.73%

9.98%

2.61%

17.53%

37.32%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.71%

1.68%

1.66%

1.70%

1.73% A

Expenses net of fee waivers, if any

  1.70%

1.68%

1.65%

1.70%

1.73% A

Expenses net of all reductions

  1.68%

1.66%

1.63%

1.68%

1.70% A

Net investment income (loss)

  (.16)%

.26%

.03%

(.05)%

(.08)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,822

$ 5,550

$ 2,187

$ 1,120

$ 458

Portfolio turnover rate G

  161%

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,

2013

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.44

$ 17.77

$ 17.39

$ 14.89

$ 10.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  (.14)

(.04)

(.09)

(.09)

(.03)

Net realized and unrealized gain (loss)

  5.59

1.71

.47

2.61

4.04

Total from investment operations

  5.45

1.67

.38

2.52

4.01

Distributions from net investment income

  -

-

-

(.01)

-

Distributions from net realized gain

  (.07)

-

-

(.01)

-

Total distributions

  (.07)

-

-

(.02)

-

Redemption fees added to paid in capital E, J

  -

-

-

-

-

Net asset value, end of period

$ 24.82

$ 19.44

$ 17.77

$ 17.39

$ 14.89

Total Return B, C, D

  28.13%

9.40%

2.19%

16.92%

36.86%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  2.19%

2.18%

2.16%

2.19%

2.20% A

Expenses net of fee waivers, if any

  2.19%

2.18%

2.16%

2.19%

2.20% A

Expenses net of all reductions

  2.17%

2.16%

2.13%

2.17%

2.17% A

Net investment income (loss)

  (.65)%

(.23)%

(.47)%

(.55)%

(.30)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 710

$ 304

$ 256

$ 305

$ 224

Portfolio turnover rate G

  161%

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,

2013

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.41

$ 17.74

$ 17.36

$ 14.89

$ 10.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  (.14)

(.04)

(.09)

(.09)

(.04)

Net realized and unrealized gain (loss)

  5.58

1.71

.47

2.61

4.05

Total from investment operations

  5.44

1.67

.38

2.52

4.01

Distributions from net investment income

  -

-

-

(.03)

-

Distributions from net realized gain

  (.07)

-

-

(.02)

-

Total distributions

  (.07)

-

-

(.05)

-

Redemption fees added to paid in capital E, J

  -

-

-

-

-

Net asset value, end of period

$ 24.78

$ 19.41

$ 17.74

$ 17.36

$ 14.89

Total Return B, C, D

  28.12%

9.41%

2.19%

16.94%

36.86%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  2.15%

2.18%

2.16%

2.19%

2.18% A

Expenses net of fee waivers, if any

  2.14%

2.18%

2.15%

2.19%

2.18% A

Expenses net of all reductions

  2.12%

2.16%

2.13%

2.16%

2.15% A

Net investment income (loss)

  (.60)%

(.23)%

(.47)%

(.54)%

(.39)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,778

$ 1,726

$ 1,297

$ 710

$ 335

Portfolio turnover rate G

  161%

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,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.85

$ 18.02

$ 17.58

$ 14.98

$ 13.40

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .10

.16

.11

.08

.12

Net realized and unrealized gain (loss)

  5.70

1.74

.48

2.63

1.63

Total from investment operations

  5.80

1.90

.59

2.71

1.75

Distributions from net investment income

  (.16)

(.07)

(.10)

(.10)

(.17)

Distributions from net realized gain

  (.08)

-

(.05)

(.02)

-

Total distributions

  (.24)

(.07)

(.15)

(.11) G

(.17)

Redemption fees added to paid in capital B, F

  -

-

-

-

-

Net asset value, end of period

$ 25.41

$ 19.85

$ 18.02

$ 17.58

$ 14.98

Total Return A

  29.54%

10.56%

3.32%

18.18%

13.39%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.11%

1.11%

1.08%

1.15%

1.27%

Expenses net of fee waivers, if any

  1.11%

1.11%

1.08%

1.15%

1.27%

Expenses net of all reductions

  1.08%

1.09%

1.05%

1.12%

1.24%

Net investment income (loss)

  .43%

.84%

.60%

.50%

.92%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,464,415

$ 1,081,240

$ 1,114,694

$ 1,087,928

$ 991,996

Portfolio turnover rate D

  161%

186%

203%

166%

224%

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,

2013

2012

2011

2010

2009 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.78

$ 17.98

$ 17.57

$ 15.00

$ 10.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .08

.14

.10

.07

.06

Net realized and unrealized gain (loss)

  5.68

1.74

.47

2.63

4.06

Total from investment operations

  5.76

1.88

.57

2.70

4.12

Distributions from net investment income

  (.15)

(.08)

(.11)

(.11)

-

Distributions from net realized gain

  (.08)

-

(.05)

(.02)

-

Total distributions

  (.23)

(.08)

(.16)

(.13)

-

Redemption fees added to paid in capital D, I

  -

-

-

-

-

Net asset value, end of period

$ 25.31

$ 19.78

$ 17.98

$ 17.57

$ 15.00

Total Return B, C

  29.44%

10.49%

3.23%

18.08%

37.87%

Ratios to Average Net Assets E, H

 

 

 

 

 

Expenses before reductions

  1.17%

1.18%

1.13%

1.21%

1.17% A

Expenses net of fee waivers, if any

  1.17%

1.18%

1.13%

1.21%

1.17% A

Expenses net of all reductions

  1.14%

1.16%

1.10%

1.19%

1.15% A

Net investment income (loss)

  .37%

.77%

.56%

.44%

.62% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,639

$ 4,291

$ 3,086

$ 335

$ 290

Portfolio turnover rate F

  161%

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, 2013

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. Class B shares are 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.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally 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) website 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 website 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:

Investment 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 currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment 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 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 may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be 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 and U.S. 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. When independent prices

Annual Report

Fidelity Worldwide Fund
Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (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, 2013, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily 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. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. 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 U.S. Federal income taxes is required. As of October 31, 2013, 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. The 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

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), partnerships, deferred trustees compensation, 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

$ 303,709,710

Gross unrealized depreciation

(8,652,395)

Net unrealized appreciation (depreciation) on securities and other investments

$ 295,057,315

 

 

Tax Cost

$ 1,232,612,108

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

Undistributed ordinary income

$ 60,493,370

Undistributed long-term capital gain

$ 64,735,706

Net unrealized appreciation (depreciation)

$ 294,979,703

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 9,335,754

$ 4,089,511

Long-term Capital Gain

3,905,110

-

Total

$ 13,240,864

$ 4,089,511

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 30 days may have been 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. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, Accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These updates create 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 expects that the impact of the updates' adoption will be limited to additional financial statement disclosures as applicable.

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 asset 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.

Annual Report

Fidelity Worldwide Fund
Notes to Financial Statements - continued

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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 may be mitigated by 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 and to fluctuations in currency values.

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 daily 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, if any, is included in daily variation margin for derivative instruments 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 presented 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 or index at period end and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $3,571,502 and a change in net unrealized appreciation (depreciation) of $248,032 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 $2,101,815,224 and $2,010,981,925, 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 .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR, including any mutual funds previously advised by FMR that are currently advised by Fidelity SelectCo, LLC, an affiliate of 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 over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .83% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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%

$ 56,465

$ 3,136

Class T

.25%

.25%

36,494

-

Class B

.75%

.25%

5,173

3,899

Class C

.75%

.25%

58,247

12,257

 

 

 

$ 156,379

$ 19,292

Annual Report

6. Fees and Other Transactions with Affiliates - continued

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

$ 14,423

Class T

2,887

Class B*

453

Class C*

1,575

 

$ 19,338

* 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

$ 67,227

.30

Class T

22,437

.31

Class B

1,543

.30

Class C

15,419

.26

Worldwide

2,587,472

.21

Institutional Class

16,965

.27

 

$ 2,711,063

 

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. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $41,416 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 $2,710 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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any

Annual Report

Fidelity Worldwide Fund
Notes to Financial Statements - continued

8. Security Lending - continued

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 $356,949, including $3,404 from securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom FMR, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $307,457 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 $92.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $14,422.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012

From net investment income

 

 

Class A

$ 102,433

$ 16,598

Class T

21,836

-

Class B

-

-

Class C

-

-

Worldwide

8,622,428

4,059,519

Institutional Class

32,280

13,394

Total

$ 8,778,977

$ 4,089,511

From net realized gain

 

 

Class A

$ 75,180

$ -

Class T

23,606

-

Class B

1,126

-

Class C

6,545

-

Worldwide

4,338,328

-

Institutional Class

17,102

-

Total

$ 4,461,887

$ -

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Class A

 

 

 

 

Shares sold

491,761

433,206

$ 11,054,215

$ 8,109,308

Reinvestment of distributions

6,945

720

138,266

12,524

Shares redeemed

(311,295)

(218,566)

(6,852,432)

(4,053,305)

Net increase (decrease)

187,411

215,360

$ 4,340,049

$ 4,068,527

Class T

 

 

 

 

Shares sold

169,111

202,603

$ 3,777,852

$ 3,780,147

Reinvestment of distributions

2,272

-

45,089

-

Shares redeemed

(62,341)

(42,181)

(1,376,268)

(800,428)

Net increase (decrease)

109,042

160,422

$ 2,446,673

$ 2,979,719

Class B

 

 

 

 

Shares sold

20,337

4,060

$ 444,905

$ 73,532

Reinvestment of distributions

53

-

1,043

-

Shares redeemed

(7,424)

(2,808)

(167,624)

(51,407)

Net increase (decrease)

12,966

1,252

$ 278,324

$ 22,125

Annual Report

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Class C

 

 

 

 

Shares sold

396,584

38,075

$ 8,655,233

$ 696,495

Reinvestment of distributions

325

-

6,404

-

Shares redeemed

(50,941)

(22,245)

(1,138,699)

(407,626)

Net increase (decrease)

345,968

15,830

$ 7,522,938

$ 288,869

Worldwide

 

 

 

 

Shares sold

11,150,143

8,155,382

$ 252,015,125

$ 150,136,706

Reinvestment of distributions

628,809

226,349

12,588,791

3,956,581

Shares redeemed

(8,612,327)

(15,784,478)

(191,232,967)

(288,554,381)

Net increase (decrease)

3,166,625

(7,402,747)

$ 73,370,949

$ (134,461,094)

Institutional Class

 

 

 

 

Shares sold

275,603

111,552

$ 6,347,280

$ 2,100,045

Reinvestment of distributions

2,425

745

48,393

12,982

Shares redeemed

(74,630)

(67,062)

(1,695,819)

(1,264,501)

Net increase (decrease)

203,398

45,235

$ 4,699,854

$ 848,526

12. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity 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, 2013, 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, 2013, 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, 2013, 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 13, 2013

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, Ned C. Lautenbach, Ronald P. O'Hanley, and William S. Stavropoulos, each of the Trustees oversees 171 funds. Mr. Curvey oversees 394 funds. Mr. Lautenbach, Mr. O'Hanley, and Mr. Stavropoulos each oversees 245 funds.

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 of the trust and the fund (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 Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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 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 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, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. 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 (1957)

Year of Election or Appointment: 2011

Trustee

 

Mr. O'Hanley also serves as Trustee of other Fidelity funds. He is Director of Fidelity SelectCo, LLC (2013-present), 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, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. 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 (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. 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 (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. 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 (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. 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 (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. 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 (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), 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) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. 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). 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).

+ 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 Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Executive officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity 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).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is 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).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is 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).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other 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); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-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 Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Joseph A. Hanlon (1968)

Year of Election or Appointment: 2012

Chief Compliance Officer

 

Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).

Bruce T. Herring (1965)

Year of Election or Appointment: 2006

Vice President of certain Equity Funds

 

Mr. Herring also serves as Vice President of other funds. He serves as Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). 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 (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Vice President of other funds. Mr. Hogan 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.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Christine Reynolds (1958)

Year of Election or Appointment: 2008

Chief Financial Officer

 

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Gary W. Ryan (1958)

Year of Election or Appointment: 2005

Assistant Treasurer

 

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

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, 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 LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other 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).

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 I

12/9/13

12/6/13

$0.088

$1.979

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2013, $66,159,543, or, if subsequently determined to be different, the net capital gain of such year.

Class I designates 68% 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 2014 of amounts for use in preparing 2013 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, covers an extensive agenda of topics and materials and 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 2013 meeting, the Board, 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 was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was 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, was 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, which is a part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Fidelity Management & Research Company (FMR), and the sub-advisers (together, the Investment Advisers) as it relates to the fund, 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 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 also 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. Further, the Board 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 to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (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 portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (v) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vi) strengthening Fidelity's index fund offerings by reducing investment minimums and adopting or lowering existing expense caps for certain funds and classes; (vii) enhancing Global Asset Allocation product offerings by launching new funds and strategies, including "open architecture" target date funds that utilize affiliated and unaffiliated sub-advisers; (viii) modifying the eligibility criteria for Institutional Class shares of Advisor funds to increase their marketability to a portion of the defined contribution plan market; (ix) creating a new low-cost retirement share class for certain Advisor funds to appeal to large retirement plans; (x) transitioning the management of certain Fidelity commodity funds to Geode Capital Management LLC, a registered commodity pool operator, while retaining administrative responsibilities for the funds; (xi) reorganizing a number of funds; and (xii) taking steps toward establishing a new Fidelity adviser to manage sector-based funds and products.

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 and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of mutual funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box) and 75th percentile (bottom of box) of the peer universe. Returns of the benchmark index are "net MA," i.e., adjusted for tax withholding rates applicable to U.S.-based mutual funds organized as Massachusetts business trusts.

Annual Report

Fidelity Worldwide Fund

oww550

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, a securities index, thus leading to a performance adjustment for the same period. 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 in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, 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 Worldwide Fund

oww552

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 2012. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking.

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

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

The Board noted that the total expense ratio of each of Class A, Class B, and the retail class ranked below its competitive median for 2012 and the total expense ratio of each of Class T, Class C, and Institutional Class ranked above its competitive median for 2012. The Board considered that, in general, various factors 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 2013 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 servicing the fund's 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 the methodologies used by Fidelity 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.

Amendment to Description of Group Fee Rate. At its July 2013 meeting, the Board voted to approve an amendment to the fund's management contract to modify the description of the "group fee rate" effective August 1, 2013. The Board noted that under the prior description in the contract, the group fee rate was based on the average net assets of all registered investment companies with which FMR has management contracts. Under the contract's tiered asset breakpoint schedule, the group fee rate is lower as total fund assets under FMR's management increase, and higher as total fund assets under FMR's management decrease. The Board considered that the prior description would have excluded the assets of 64 Fidelity sector funds from the group fee rate calculation once Fidelity SelectCo, LLC, an affiliate of FMR, assumed management responsibilities for those funds. The Board noted that modifying the description of the group fee rate to continue to include the assets of those 64 funds for purposes of determining group fee rate breakpoints would avoid an immediate adverse impact on the group fee rate for any fund.

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 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) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; and (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results.

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
245 Summer St., Boston, MA 02210
www.fidelity.com

AWLDI-UANN-1213
1.883436.104

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, 2013

(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. © 2013 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, 2013 to October 31, 2013).

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
B

Beginning
Account Value
May 1, 2013

Ending
Account Value
October 31, 2013

Expenses Paid
During Period
*
May 1, 2013
to October 31, 2013

Diversified International

.94%

 

 

 

Actual

 

$ 1,000.00

$ 1,096.20

$ 4.97

HypotheticalA

 

$ 1,000.00

$ 1,020.47

$ 4.79

Class K

.81%

 

 

 

Actual

 

$ 1,000.00

$ 1,097.30

$ 4.28

HypotheticalA

 

$ 1,000.00

$ 1,021.12

$ 4.13

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Annual Report

Fidelity® Diversified International Fund


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Past 10
years

Fidelity Diversified International Fund

25.66%

12.17%

7.85%

$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, 2003. 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.

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Annual Report

Fidelity Diversified International Fund


Management's Discussion of Fund Performance

Market Recap: On balance, global equity markets remained upbeat for the 12-month period ending October 31, 2013. The MSCI® ACWI® (All Country World Index) Index gained 23.75% for the period, amid investor preference for higher-risk assets. The period was not without turbulence, however. In the spring and summer, central banks worldwide, especially in the U.S. and China, made clear their intentions to maintain accommodative monetary policies. That stance, combined with modest cyclical improvements around the globe and generally low valuations, underpinned the broad rally in equities. Europe (+32%) shone brightly, with most markets in the region - large and small - registering solid, index-beating gains. Another bright spot was Japan, which, despite a struggling yen and taking a second-half breather, posted a 34% result for the full year. The U.S. - by far the index's biggest constituent - also outperformed the global market with a roughly 28% advance. Meanwhile, Asia-Pacific ex Japan (+14%) lagged, hurt in part by a slowdown in Australia's mining industry as well as currency headwinds. Foreign-exchange and commodity weakness also curbed results in resource-heavy Canada and emerging markets (EM), both of which were up 7%. Country-level EM performance diverged meaningfully for the period, as evidenced by performance in Brazil (-1%), Russia (+12%), India (+1%) and China (+8%).

Comments from William Bower, Portfolio Manager of Fidelity® Diversified International Fund: For the year, the fund's Retail Class shares gained 25.66%, lagging the 27.02% return of the MSCI® EAFE® Index. Security selection in Europe and among banks and automotive-related stocks hurt the fund the most versus the index, followed by exposure to weak-performing emerging markets and a modest cash position, held for liquidity purposes. Conversely, some good picks in the U.K. and Japan and among gaming and Internet-related stocks helped narrow the performance gap. Among specific fund positions, underweighting Toyota Motor and Daimler detracted, while overweighting ORIX and SoftBank, both based in Japan, helped. I favored Honda over Toyota because of its motorcycles business and its finance facility, and because I thought the recovery in margins looked a little better for Honda. I was wrong: Toyota recovered quite sharply. I avoided Daimler because I think it has not executed as well as Volkswagen. VW is the biggest carmaker in China that is not locally owned, and China accounts for a good part of VW's earnings. I maintained the fund's automotive positioning through 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, 2013

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Japan

17.2%

 

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United Kingdom

16.9%

 

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United States of America*

9.1%

 

ibd1167330

Germany

9.1%

 

ibd1167332

France

8.7%

 

ibd1167334

Switzerland

6.1%

 

ibd1167336

Australia

3.4%

 

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Canada

2.9%

 

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Spain

2.8%

 

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Other

23.8%

 

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* 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, 2013

ibd1167324

United Kingdom

17.0%

 

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Japan

15.6%

 

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United States of America*

10.3%

 

ibd1167330

Germany

9.6%

 

ibd1167332

France

7.6%

 

ibd1167334

Switzerland

5.5%

 

ibd1167336

Australia

4.0%

 

ibd1167338

Canada

3.1%

 

ibd1167340

Netherlands

3.0%

 

ibd1167342

Other

24.3%

 

ibd1167356

* 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 as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Equity Futures

97.8

95.3

Investment Companies

0.3

0.5

Short-Term Investments and Net Other Assets (Liabilities)

1.9

4.2

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Sanofi SA (France, Pharmaceuticals)

2.5

2.7

ORIX Corp. (Japan, Diversified Financial Services)

2.1

1.9

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

1.8

2.0

Bayer AG (Germany, Pharmaceuticals)

1.7

1.4

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.6

1.6

SoftBank Corp. (Japan, Wireless Telecommunication Services)

1.5

0.8

Japan Tobacco, Inc. (Japan, Tobacco)

1.5

1.6

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

1.5

2.0

UBS AG (Switzerland, Capital Markets)

1.3

1.1

Nestle SA (Switzerland, Food Products)

1.3

1.8

 

16.8

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.0

20.3

Consumer Discretionary

17.6

15.2

Health Care

12.9

13.5

Consumer Staples

12.0

15.1

Information Technology

8.5

8.5

Industrials

7.3

6.9

Materials

6.3

6.9

Telecommunication Services

4.9

3.8

Energy

3.4

4.2

Utilities

0.3

0.0

Annual Report

Fidelity Diversified International Fund


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 95.5%

Shares

Value

Australia - 3.4%

Ansell Ltd.

2,715,502

$ 50,022,190

Australia & New Zealand Banking Group Ltd.

8,056,553

257,679,791

BHP Billiton Ltd. sponsored ADR (d)

4,306,764

304,445,147

CSL Ltd.

2,093,966

137,548,281

Telstra Corp. Ltd.

8,177,319

40,035,148

Westfield Group unit

8,390,026

85,800,794

TOTAL AUSTRALIA

875,531,351

Austria - 0.2%

Andritz AG

675,900

41,636,195

Bailiwick of Guernsey - 0.6%

Resolution Ltd.

29,452,783

168,780,693

Bailiwick of Jersey - 1.8%

Experian PLC

9,868,172

200,947,363

Shire PLC

1,224,700

54,303,735

Wolseley PLC

1,424,607

76,772,462

WPP PLC

6,745,809

143,315,049

TOTAL BAILIWICK OF JERSEY

475,338,609

Belgium - 2.7%

Anheuser-Busch InBev SA NV

4,048,330

419,665,009

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

5,250,900

7,129

KBC Groupe SA

4,332,813

236,197,506

UCB SA

698,200

45,901,243

TOTAL BELGIUM

701,770,887

Bermuda - 0.1%

Bunge Ltd.

478,600

39,307,418

Brazil - 0.3%

Petroleo Brasileiro SA - Petrobras sponsored ADR

1,594,800

27,797,364

TIM Participacoes SA sponsored ADR

1,924,200

48,913,164

TOTAL BRAZIL

76,710,528

Canada - 2.9%

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

2,173,627

147,222,499

Canadian Natural Resources Ltd.

2,431,200

77,157,635

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

4,261,200

142,959,551

Painted Pony Petroleum Ltd. (a)(e)

3,912,270

25,702,824

Painted Pony Petroleum Ltd. (a)(e)(f)

1,460,500

9,595,190

Potash Corp. of Saskatchewan, Inc.

2,013,200

62,559,517

Suncor Energy, Inc.

3,362,300

122,186,301

Tourmaline Oil Corp. (a)

1,111,900

43,115,252

TransForce, Inc.

1,194,200

26,446,150

Valeant Pharmaceuticals International, Inc. (Canada) (a)

978,800

103,404,613

TOTAL CANADA

760,349,532

Cayman Islands - 1.5%

Baidu.com, Inc. sponsored ADR (a)

868,884

139,803,436

 

Shares

Value

Sands China Ltd.

22,466,000

$ 159,664,207

SINA Corp. (a)

614,300

51,330,908

Tencent Holdings Ltd.

947,600

51,725,051

TOTAL CAYMAN ISLANDS

402,523,602

Denmark - 1.6%

Genmab A/S (a)

883,200

38,345,825

Novo Nordisk A/S Series B

2,288,739

381,195,520

TOTAL DENMARK

419,541,345

Finland - 0.3%

Sampo Oyj (A Shares)

1,449,300

68,656,091

France - 8.7%

Air Liquide SA

449,100

61,159,482

Arkema SA

619,900

70,380,381

AXA SA

5,244,800

131,028,741

BNP Paribas SA

2,882,076

213,422,585

Bureau Veritas SA

2,881,000

86,995,713

Cap Gemini SA

1,263,800

83,136,540

Dassault Aviation SA

29,665

36,374,749

Edenred SA

1,576,290

53,558,699

Essilor International SA

491,319

52,766,690

Kering SA

1,059,500

240,739,021

LVMH Moet Hennessy - Louis Vuitton SA

706,617

136,044,230

Publicis Groupe SA

2,067,100

172,409,747

Renault SA

577,300

50,564,814

Sanofi SA

5,938,932

633,228,146

Schneider Electric SA

1,231,600

103,760,314

Total SA sponsored ADR (d)

2,073,300

126,844,494

TOTAL FRANCE

2,252,414,346

Germany - 7.4%

adidas AG

1,594,180

181,990,984

Allianz SE

633,091

106,501,876

BASF AG

2,644,947

275,191,878

Bayer AG

3,517,662

437,204,706

Brenntag AG

356,900

60,475,706

Continental AG

305,000

55,884,651

Deutsche Post AG

1,736,779

58,775,934

Fresenius SE & Co. KGaA

1,044,700

135,787,398

GFK AG

910,553

53,222,859

Linde AG

653,429

124,162,692

OSRAM Licht AG (a)

502,125

26,019,379

ProSiebenSat.1 Media AG

1,156,290

55,073,943

SAP AG

3,664,328

286,741,846

Siemens AG

522,740

66,802,152

TOTAL GERMANY

1,923,836,004

Common Stocks - continued

Shares

Value

Hong Kong - 1.7%

AIA Group Ltd.

54,168,400

$ 274,929,257

Galaxy Entertainment Group Ltd. (a)

21,838,000

162,947,026

TOTAL HONG KONG

437,876,283

India - 1.5%

Apollo Hospitals Enterprise Ltd.

2,493,661

36,777,292

HDFC Bank Ltd.

10,072,492

111,857,894

Housing Development Finance Corp. Ltd.

7,279,660

101,007,292

ITC Ltd.

13,515,862

73,474,844

Mahindra & Mahindra Financial Services Ltd.

2,048,126

9,387,466

United Spirits Ltd.

1,242,152

51,887,018

TOTAL INDIA

384,391,806

Indonesia - 0.1%

PT Bank Rakyat Indonesia Tbk

26,967,000

18,898,929

Ireland - 1.0%

Accenture PLC Class A

319,077

23,452,160

Actavis PLC (a)

367,500

56,808,150

DCC PLC (United Kingdom)

885,900

39,758,453

Greencore Group PLC

8,322,078

24,031,859

Ryanair Holdings PLC sponsored ADR

2,169,700

108,940,637

TOTAL IRELAND

252,991,259

Israel - 0.0%

Teva Pharmaceutical Industries Ltd. sponsored ADR

126,600

4,695,594

Italy - 0.8%

Prada SpA

1,772,000

17,278,886

UniCredit SpA

16,317,500

122,739,175

World Duty Free SpA (a)

5,258,489

58,260,062

TOTAL ITALY

198,278,123

Japan - 16.6%

ACOM Co. Ltd. (a)

9,138,500

35,783,364

AEON Financial Service Co. Ltd. (d)

1,270,200

39,008,167

Aozora Bank Ltd.

23,073,000

67,074,012

Coca-Cola Central Japan Co. Ltd.

57,800

1,023,675

Cosmos Pharmaceutical Corp.

126,800

15,448,121

Credit Saison Co. Ltd.

3,809,500

104,267,615

Don Quijote Co. Ltd.

3,103,000

206,555,807

Fuji Heavy Industries Ltd.

1,789,300

48,922,208

GMO Internet, Inc.

2,425,200

27,569,852

Honda Motor Co. Ltd.

6,944,600

277,318,124

Hoya Corp.

5,859,600

140,509,511

Japan Exchange Group, Inc.

2,942,400

68,405,350

Japan Tobacco, Inc.

10,607,400

383,814,806

JSR Corp.

4,330,900

82,495,066

KDDI Corp.

3,114,600

168,675,805

Keyence Corp.

718,410

307,903,357

Miraca Holdings, Inc.

485,300

21,866,662

Mitsubishi UFJ Financial Group, Inc.

41,692,200

265,507,054

 

Shares

Value

Monex Group, Inc.

4,779,100

$ 17,434,888

Nitori Holdings Co. Ltd.

431,600

40,486,551

Nitto Denko Corp.

275,400

14,442,240

Nomura Holdings, Inc.

12,178,900

89,965,950

Omron Corp.

1,373,500

52,414,441

ORIX Corp.

30,992,500

536,823,790

Rakuten, Inc.

17,945,600

233,824,717

Santen Pharmaceutical Co. Ltd.

757,800

38,470,270

Seven & i Holdings Co., Ltd.

3,531,700

130,703,401

SHIMANO, Inc.

822,300

71,971,077

Shinsei Bank Ltd.

35,450,000

82,999,311

Ship Healthcare Holdings, Inc.

403,400

16,553,263

SMC Corp.

49,600

11,547,785

SoftBank Corp.

5,397,900

403,109,283

Sumitomo Mitsui Financial Group, Inc.

2,768,900

133,837,255

Toyota Motor Corp. sponsored ADR

694,500

89,882,190

Tsuruha Holdings, Inc.

477,100

43,315,355

Yahoo! Japan Corp.

8,937,000

41,697,517

TOTAL JAPAN

4,311,627,840

Korea (South) - 1.0%

NHN Corp.

291,699

164,088,863

Orion Corp.

99,063

96,609,906

TOTAL KOREA (SOUTH)

260,698,769

Luxembourg - 0.1%

Eurofins Scientific SA

141,300

38,744,123

Mexico - 0.5%

America Movil S.A.B. de CV Series L sponsored ADR

3,650,500

78,157,205

Fomento Economico Mexicano S.A.B. de CV sponsored ADR

286,216

26,703,953

Grupo Mexico SA de CV Series B

7,247,844

22,892,460

TOTAL MEXICO

127,753,618

Netherlands - 2.3%

AEGON NV

26,661,800

212,144,835

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

1,599,100

56,624,131

Royal DSM NV

733,100

55,531,499

Unilever NV (Certificaten Van Aandelen) (Bearer)

6,715,657

266,245,433

TOTAL NETHERLANDS

590,545,898

Norway - 1.0%

DNB ASA

7,184,109

127,316,838

Telenor ASA

5,886,800

141,408,589

TOTAL NORWAY

268,725,427

Russia - 0.2%

Sberbank (Savings Bank of the Russian Federation)

17,144,700

54,955,844

Singapore - 0.6%

Global Logistic Properties Ltd.

27,354,000

68,043,681

Common Stocks - continued

Shares

Value

Singapore - continued

Super Group Ltd. Singapore

1,786,000

$ 6,053,019

United Overseas Bank Ltd.

4,164,000

69,858,123

TOTAL SINGAPORE

143,954,823

South Africa - 1.0%

Nampak Ltd.

16,922,830

55,966,924

Naspers Ltd. Class N

2,175,499

203,490,830

TOTAL SOUTH AFRICA

259,457,754

Spain - 2.8%

Amadeus IT Holding SA Class A (d)

2,823,700

104,856,582

Antena 3 de Television SA

1,667,355

27,958,563

Banco Bilbao Vizcaya Argentaria SA

4,493,774

52,518,429

Grifols SA ADR

2,518,972

75,972,196

Iberdrola SA

11,191,411

70,323,100

Inditex SA

1,890,816

310,637,907

Prosegur Compania de Seguridad SA (Reg.)

12,418,795

73,853,891

TOTAL SPAIN

716,120,668

Sweden - 2.4%

ASSA ABLOY AB (B Shares)

1,252,200

62,165,067

Atlas Copco AB (A Shares)

2,213,000

61,403,446

Investment AB Kinnevik (B Shares)

1,458,600

53,751,696

Nordea Bank AB

10,400,400

133,213,972

Svenska Cellulosa AB (SCA) (B Shares)

6,422,000

182,351,679

Svenska Handelsbanken AB (A Shares)

2,716,400

123,075,445

TOTAL SWEDEN

615,961,305

Switzerland - 6.1%

Actelion Ltd.

233,154

18,051,544

Compagnie Financiere Richemont SA Series A

1,379,631

141,483,071

Credit Suisse Group

6,601,990

205,374,485

Nestle SA

4,785,521

345,437,855

Roche Holding AG (participation certificate)

632,260

175,041,287

Schindler Holding AG (Reg.)

353,535

50,262,870

SGS SA (Reg.)

18,860

44,190,621

Syngenta AG (Switzerland)

644,364

260,076,067

UBS AG

18,330,345

354,528,485

TOTAL SWITZERLAND

1,594,446,285

Taiwan - 0.5%

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

6,905,200

127,124,732

United Kingdom - 16.9%

Alabama Noor Hospitals Group PLC (a)

2,676,300

36,475,025

Associated British Foods PLC

2,026,200

73,650,502

Barclays PLC

40,385,772

169,921,759

Barratt Developments PLC

4,998,800

26,858,519

BG Group PLC

8,681,479

177,269,716

 

Shares

Value

British American Tobacco PLC sponsored ADR

1,999,000

$ 220,869,510

BT Group PLC

20,845,600

126,129,090

Bunzl PLC

929,270

20,517,183

Capita Group PLC

3,167,600

50,078,248

Compass Group PLC

5,541,800

79,704,928

Diageo PLC

1,645,474

52,453,563

Domino's Pizza UK & IRL PLC

4,563,900

42,882,058

easyJet PLC

2,478,300

52,015,815

Filtrona PLC

8,980,312

112,816,418

GlaxoSmithKline PLC

4,672,200

123,170,301

Hikma Pharmaceuticals PLC

3,052,187

58,775,458

HSBC Holdings PLC sponsored ADR (d)

8,309,757

457,369,025

IMI PLC

1,597,100

38,898,402

InterContinental Hotel Group PLC

2,038,600

59,398,208

ITV PLC

8,565,800

26,218,977

Jazztel PLC (a)

2,482,100

27,230,176

Johnson Matthey PLC

1,428,782

68,818,908

Kingfisher PLC

26,551,331

160,710,826

Lloyds Banking Group PLC (a)

111,498,600

137,901,387

Meggitt PLC

6,294,751

57,782,447

Next PLC

3,058,300

267,005,280

Prudential PLC

13,357,675

273,174,663

Reckitt Benckiser Group PLC

2,078,087

161,535,588

Reed Elsevier PLC

2,213,400

31,017,959

Rolls-Royce Group PLC

9,405,600

173,430,799

Royal Dutch Shell PLC Class B sponsored ADR

1,225,437

85,192,380

SABMiller PLC

2,010,000

104,871,019

Serco Group PLC

6,453,683

57,637,443

Spectris PLC

1,050,200

38,931,553

Standard Chartered PLC (United Kingdom)

8,814,556

211,928,220

Taylor Wimpey PLC

53,579,800

94,672,656

Travis Perkins PLC

2,801,680

83,375,487

Vodafone Group PLC sponsored ADR

7,366,000

271,216,120

Whitbread PLC

1,512,063

83,231,088

TOTAL UNITED KINGDOM

4,395,136,704

United States of America - 6.9%

AbbVie, Inc.

2,850,600

138,111,570

Alexion Pharmaceuticals, Inc. (a)

421,700

51,848,015

Amgen, Inc.

219,400

25,450,400

Anadarko Petroleum Corp.

438,300

41,765,607

BioMarin Pharmaceutical, Inc. (a)

571,200

35,882,784

Boston Scientific Corp. (a)

2,135,700

24,966,333

Celldex Therapeutics, Inc. (a)

501,313

11,485,081

D.R. Horton, Inc.

2,016,200

38,206,990

Fidelity National Information Services, Inc.

809,600

39,468,000

Gilead Sciences, Inc. (a)

2,435,500

172,896,145

Google, Inc. Class A (a)

65,805

67,817,317

Las Vegas Sands Corp.

2,375,400

166,800,588

Common Stocks - continued

Shares

Value

United States of America - continued

MasterCard, Inc. Class A

222,260

$ 159,382,646

McGraw-Hill Companies, Inc.

1,723,800

120,114,384

Monsanto Co.

558,300

58,554,504

Noble Energy, Inc.

1,574,656

117,988,974

Perrigo Co.

584,500

80,596,705

PriceSmart, Inc.

274,700

31,258,113

The Blackstone Group LP

1,890,400

49,679,712

Time Warner, Inc.

813,800

55,940,612

Twenty-First Century Fox, Inc. Class B

1,847,200

62,804,800

ViroPharma, Inc. (a)

1,457,884

56,595,057

Visa, Inc. Class A

753,700

148,230,179

Yum! Brands, Inc.

583,100

39,429,222

TOTAL UNITED STATES OF AMERICA

1,795,273,738

TOTAL COMMON STOCKS

(Cost $18,367,711,252)


24,804,056,123

Preferred Stocks - 1.7%

 

 

 

 

Convertible Preferred Stocks - 0.0%

United States of America - 0.0%

NJOY, Inc. Series C (h)

770,400

6,224,832

Nonconvertible Preferred Stocks - 1.7%

Germany - 1.7%

Henkel AG & Co. KGaA

1,693,200

183,225,702

Volkswagen AG

978,626

248,738,154

TOTAL GERMANY

431,963,856

United Kingdom - 0.0%

Rolls-Royce Group PLC Series C

808,881,600

1,296,961

TOTAL NONCONVERTIBLE PREFERRED STOCKS

433,260,817

TOTAL PREFERRED STOCKS

(Cost $272,467,335)


439,485,649

Investment Companies - 0.3%

 

 

 

 

United States of America - 0.3%

WisdomTree Japan Hedged Equity ETF
(Cost $67,418,863)

1,335,900


63,695,712

Government Obligations - 0.0%

 

Principal Amount

Value

United States of America - 0.0%

U.S. Treasury Bills, yield at date of purchase 0.02% to 0.05% 11/7/13 to 1/2/14 (g)
(Cost $10,299,799)

$ 10,300,000

$ 10,299,786

Money Market Funds - 3.1%

Shares

 

Fidelity Cash Central Fund, 0.09% (b)

532,429,162

532,429,162

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

271,682,888

271,682,888

TOTAL MONEY MARKET FUNDS

(Cost $804,112,050)


804,112,050

TOTAL INVESTMENT PORTFOLIO - 100.6%

(Cost $19,522,009,299)

26,121,649,320

NET OTHER ASSETS (LIABILITIES) - (0.6)%

(147,464,399)

NET ASSETS - 100%

$ 25,974,184,921

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

2,328 Nikkei 225 Index Contracts (Japan)

Dec. 2013

$ 168,372,600

$ 6,276,288

 

The face value of futures purchased as a percentage of net assets is 0.6%

Security Type Abbreviations

ETF

-

Exchange-Traded Fund

Legend

(a) Non-income producing

(b) Affiliated fund that is generally 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 $9,595,190 or 0.0% of net assets.

(g) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $10,299,786.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $6,224,832 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

NJOY, Inc. Series C

6/7/13

$ 6,227,143

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

$ 1,410,943

Fidelity Securities Lending Cash Central Fund

13,567,672

Total

$ 14,978,615

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

$ 4,046,188

$ -

$ 2,553,704

$ -

$ -

Pactera Technology International Ltd. ADR (formerly HiSoft Technology International Ltd. ADR)

17,640,142

-

15,572,364

-

-

Painted Pony Petroleum Ltd. (144A)

26,878,078

-

9,015,534

-

9,595,190

Painted Pony Petroleum Ltd.

43,070,995

-

589,323

-

25,702,824

Total

$ 91,635,403

$ -

$ 27,730,925

$ -

$ 35,298,014

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, 2013, 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 Investment 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

$ 4,629,772,221

$ 3,685,070,697

$ 938,476,692

$ 6,224,832

Consumer Staples

3,081,166,976

1,423,052,629

1,658,107,218

7,129

Energy

854,615,737

854,615,737

-

-

Financials

6,222,865,829

3,264,337,136

2,958,528,693

-

Health Care

3,368,941,602

2,100,153,705

1,268,787,897

-

Industrials

1,882,344,502

1,803,994,565

78,349,937

-

Information Technology

2,199,144,042

1,342,307,518

856,836,524

-

Materials

1,629,493,183

1,272,479,810

357,013,373

-

Telecommunication Services

1,304,874,580

606,960,402

697,914,178

-

Utilities

70,323,100

70,323,100

-

-

Investment Companies

63,695,712

63,695,712

-

-

Government Obligations

10,299,786

-

10,299,786

-

Money Market Funds

804,112,050

804,112,050

-

-

Total Investments in Securities:

$ 26,121,649,320

$ 17,291,103,061

$ 8,824,314,298

$ 6,231,961

Derivative Instruments:

Assets

Futures Contracts

$ 6,276,288

$ 6,276,288

$ -

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2013. 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

$ 2,421,885,219

Level 2 to Level 1

$ 0

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of October 31, 2013. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 6,276,288

$ -

Total Value of Derivatives

$ 6,276,288

$ -

(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

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, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $264,158,421) - See accompanying schedule:

Unaffiliated issuers (cost $18,676,066,715)

$ 25,282,239,256

 

Fidelity Central Funds (cost $804,112,050)

804,112,050

 

Other affiliated issuers (cost $41,830,534)

35,298,014

 

Total Investments (cost $19,522,009,299)

 

$ 26,121,649,320

Receivable for investments sold

134,527,377

Receivable for fund shares sold

14,496,298

Dividends receivable

69,280,792

Distributions receivable from Fidelity Central Funds

133,099

Prepaid expenses

79,941

Other receivables

1,917,110

Total assets

26,342,083,937

 

 

 

Liabilities

Payable for investments purchased

$ 61,287,679

Payable for fund shares redeemed

13,520,941

Accrued management fee

15,156,326

Payable for daily variation margin for derivative instruments

1,455,000

Other affiliated payables

2,800,113

Other payables and accrued expenses

1,996,069

Collateral on securities loaned, at value

271,682,888

Total liabilities

367,899,016

 

 

 

Net Assets

$ 25,974,184,921

Net Assets consist of:

 

Paid in capital

$ 20,330,411,409

Undistributed net investment income

238,578,397

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

(1,203,391,143)

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

6,608,586,258

Net Assets

$ 25,974,184,921

 

 

 

Diversified International:
Net Asset Value
, offering price and redemption price per share ($14,432,586,233 ÷ 402,095,782 shares)

$ 35.89

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($11,541,598,688 ÷ 321,748,785 shares)

$ 35.87

Statement of Operations

  

Year ended October 31, 2013

 

  

  

Investment Income

  

  

Dividends

 

$ 577,013,483

Interest

 

102,685

Income from Fidelity Central Funds

 

14,978,615

Income before foreign taxes withheld

 

592,094,783

Less foreign taxes withheld

 

(43,282,775)

Total income

 

548,812,008

 

 

 

Expenses

Management fee
Basic fee

$ 167,562,560

Performance adjustment

5,795,026

Transfer agent fees

30,945,968

Accounting and security lending fees

2,433,181

Custodian fees and expenses

2,627,354

Independent trustees' compensation

136,354

Appreciation in deferred trustee compensation account

51

Registration fees

181,611

Audit

192,812

Legal

95,751

Miscellaneous

198,274

Total expenses before reductions

210,168,942

Expense reductions

(4,638,378)

205,530,564

Net investment income (loss)

343,281,444

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

1,946,572,950

Other affiliated issuers

(42,988,742)

 

Foreign currency transactions

(1,688,743)

Futures contracts

12,934,707

Total net realized gain (loss)

 

1,914,830,172

Change in net unrealized appreciation (depreciation) on:

Investment securities

3,209,792,516

Assets and liabilities in foreign currencies

1,716,266

Futures contracts

6,276,288

Total change in net unrealized appreciation (depreciation)

 

3,217,785,070

Net gain (loss)

5,132,615,242

Net increase (decrease) in net assets resulting from operations

$ 5,475,896,686

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

Annual Report

Statement of Changes in Net Assets

  

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 343,281,444

$ 362,378,873

Net realized gain (loss)

1,914,830,172

522,680,347

Change in net unrealized appreciation (depreciation)

3,217,785,070

777,447,571

Net increase (decrease) in net assets resulting from operations

5,475,896,686

1,662,506,791

Distributions to shareholders from net investment income

(361,491,947)

(460,432,289)

Distributions to shareholders from net realized gain

(51,508,245)

-

Total distributions

(413,000,192)

(460,432,289)

Share transactions - net increase (decrease)

(1,244,167,482)

(4,619,314,396)

Redemption fees

382,374

414,440

Total increase (decrease) in net assets

3,819,111,386

(3,416,825,454)

 

 

 

Net Assets

Beginning of period

22,155,073,535

25,571,898,989

End of period (including undistributed net investment income of $238,578,397 and undistributed net investment income of $320,513,134, respectively)

$ 25,974,184,921

$ 22,155,073,535

Financial Highlights - Diversified International

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.07

$ 27.49

$ 29.49

$ 26.86

$ 21.96

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .44

.42

.53 E

.37

.35

Net realized and unrealized gain (loss)

  6.90

1.65

(1.99)

2.61

4.86

Total from investment operations

  7.34

2.07

(1.46)

2.98

5.21

Distributions from net investment income

  (.46)

(.49)

(.46)

(.35)

(.31)

Distributions from net realized gain

  (.07)

-

(.08)

-

-

Total distributions

  (.52) H

(.49)

(.54)

(.35)

(.31)

Redemption fees added to paid in capital B, G

-

-

-

-

-

Net asset value, end of period

$ 35.89

$ 29.07

$ 27.49

$ 29.49

$ 26.86

Total Return A

  25.66%

7.72%

(5.07)%

11.15%

24.32%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .94%

1.01%

.90%

.98%

1.01%

Expenses net of fee waivers, if any

  .94%

1.01%

.89%

.98%

1.01%

Expenses net of all reductions

  .92%

.99%

.87%

.96%

.99%

Net investment income (loss)

  1.38%

1.53%

1.78% E

1.34%

1.58%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 14,432,586

$ 13,269,769

$ 17,285,369

$ 26,527,229

$ 30,998,270

Portfolio turnover rate D

  52%

35%

45%

57%

54%

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.

H Total distributions of $0.52 per share is comprised of distributions from net investment income of $0.456 and distributions from net realized gain of $0.068 per share.

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

Annual Report

Financial Highlights - Class K

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.06

$ 27.51

$ 29.51

$ 26.89

$ 21.98

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .49

.47

.58 E

.42

.42

Net realized and unrealized gain (loss)

  6.90

1.63

(1.97)

2.61

4.85

Total from investment operations

  7.39

2.10

(1.39)

3.03

5.27

Distributions from net investment income

  (.51)

(.55)

(.53)

(.41)

(.36)

Distributions from net realized gain

  (.07)

-

(.08)

-

-

Total distributions

  (.58)

(.55)

(.61)

(.41)

(.36)

Redemption fees added to paid in capital B, G

-

-

-

-

-

Net asset value, end of period

$ 35.87

$ 29.06

$ 27.51

$ 29.51

$ 26.89

Total Return A

  25.86%

7.86%

(4.87)%

11.33%

24.64%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .80%

.84%

.73%

.79%

.77%

Expenses net of fee waivers, if any

  .80%

.84%

.72%

.79%

.77%

Expenses net of all reductions

  .78%

.83%

.70%

.77%

.76%

Net investment income (loss)

  1.52%

1.70%

1.95% E

1.54%

1.81%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 11,541,599

$ 8,885,304

$ 8,115,192

$ 7,697,405

$ 4,713,909

Portfolio turnover rate D

  52%

35%

45%

57%

54%

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 1.61%.

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

Fidelity Diversified International Fund


Notes to Financial Statements

For the period ended October 31, 2013

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.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally 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) website 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 website 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:

Investment 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 currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment 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 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 may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be 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 U.S. 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. 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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. ETFs are valued at their last 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 but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (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, 2013, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily 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. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. 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 U.S. Federal income taxes is required. As of October 31, 2013, 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. The 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

Annual Report

Fidelity Diversified International Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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 futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), partnerships, 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

$ 6,473,560,954

Gross unrealized depreciation

(199,424,466)

Net unrealized appreciation (depreciation) on securities and other investments

$ 6,274,136,488

 

 

Tax Cost

$ 19,847,512,832

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

Undistributed ordinary income

$ 407,009,198

Capital loss carryforward

$ (1,038,927,073)

Net unrealized appreciation (depreciation)

$ 6,276,806,437

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. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration

 

 

 

2017

$ (419,355,221)

2018

(619,571,852)

Total capital loss carryforward

$ (1,038,927,073)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 413,000,192

$ 460,432,289

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 30 days may have been 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. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, Accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These updates create new disclosure requirements requiring entities to disclose both gross and net information

Annual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

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 expects that the impact of the updates' adoption will be limited to additional financial statement disclosures as applicable.

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 asset 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 may be mitigated by 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 and to fluctuations in currency values.

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 daily 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, if any, is included in daily variation margin for derivative instruments 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 presented 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 or index at period end and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $12,934,707 and a change in net unrealized appreciation (depreciation) of $6,276,288 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 $11,742,469,172 and $12,536,561,646, respectively.

Annual Report

Fidelity Diversified International Fund

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR, including any mutual funds previously advised by FMR that are currently advised by Fidelity SelectCo, LLC, an affiliate of 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 over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .73% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

$ 25,937,426

.19

Class K

5,008,542

.05

 

$ 30,945,968

 

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. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $30,251 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 $51,110 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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. 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 $13,567,672, including $10,418 from securities loaned to FCM.

Annual Report

9. Expense Reductions.

Commissions paid to certain brokers with whom FMR, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $4,492,719 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $144,745.

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 $914.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012A

From net investment income

 

 

Diversified International

$ 204,367,616

$ 294,773,906

Class K

157,124,331

163,061,175

Class F

-

2,597,208

Total

$ 361,491,947

$ 460,432,289

From net realized gain

 

 

Diversified International

$ 30,475,866

$ -

Class K

21,032,379

-

Class F

-

-

Total

$ 51,508,245

$ -

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,

2013

2012A

2013

2012A

Diversified International

 

 

 

 

Shares sold

63,290,634

68,919,981

$ 2,024,488,853

$ 1,874,276,249

Reinvestment of distributions

7,563,286

10,773,340

222,133,713

281,938,317

Shares redeemed

(125,225,694)

(251,932,423)

(3,964,590,272)

(6,875,660,945)

Net increase (decrease)

(54,371,774)

(172,239,102)

$ (1,717,967,706)

$ (4,719,446,379)

Class K

 

 

 

 

Shares sold

76,686,079

107,189,633

$ 2,416,468,280

$ 2,919,697,004

Reinvestment of distributions

6,076,286

6,242,771

178,156,710

163,061,175

Shares redeemed

(66,739,141)

(102,745,898)

(2,120,824,766)

(2,820,922,083)

Net increase (decrease)

16,023,224

10,686,506

$ 473,800,224

$ 261,836,096

Class F

 

 

 

 

Shares sold

-

439,287

$ -

$ 11,548,416

Reinvestment of distributions

-

99,472

-

2,597,208

Shares redeemed

-

(6,767,017)

-

(175,849,737)

Net increase (decrease)

-

(6,228,258)

$ -

$ (161,704,113)

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 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, 2013, 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, 2013, 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, 2013, 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 13, 2013

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, 2013 to October 31, 2013).

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
B

Beginning
Account Value
May 1, 2013

Ending
Account Value
October 31, 2013

Expenses Paid
During Period
*
May 1, 2013
to October 31, 2013

Actual

1.16%

$ 1,000.00

$ 1,080.30

$ 6.08

Hypothetical A

 

$ 1,000.00

$ 1,019.36

$ 5.90

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Annual Report

Fidelity International Capital Appreciation Fund


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Past 10 years

Fidelity International Capital Appreciation Fund

25.24%

18.45%

6.40%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity International Capital Appreciation Fund on October 31, 2003. 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.

ibd1167358

Annual Report

Fidelity International Capital Appreciation Fund


Management's Discussion of Fund Performance

Market Recap: On balance, global equity markets remained upbeat for the 12-month period ending October 31, 2013. The MSCI® ACWI® (All Country World Index) Index gained 23.75% for the period, amid investor preference for higher-risk assets. The period was not without turbulence, however. In the spring and summer, central banks worldwide, especially in the U.S. and China, made clear their intentions to maintain accommodative monetary policies. That stance, combined with modest cyclical improvements around the globe and generally low valuations, underpinned the broad rally in equities. Europe (+32%) shone brightly, with most markets in the region - large and small - registering solid, index-beating gains. Another bright spot was Japan, which, despite a struggling yen and taking a second-half breather, posted a 34% result for the full year. The U.S. - by far the index's biggest constituent - also outperformed the global market with a roughly 28% advance. Meanwhile, Asia-Pacific ex Japan (+14%) lagged, hurt in part by a slowdown in Australia's mining industry as well as currency headwinds. Foreign-exchange and commodity weakness also curbed results in resource-heavy Canada and emerging markets (EM), both of which were up 7%. Country-level EM performance diverged meaningfully for the period, as evidenced by performance in Brazil (-1%), Russia (+12%), India (+1%) and China (+8%).

Comments from Sammy Simnegar, Portfolio Manager of Fidelity® International Capital Appreciation Fund: For the year, the fund returned 25.24%, topping the 20.42% gain of the MSCI® ACWI® (All Country World Index) ex USA Index. Versus the index, a lot of the fund's outperformance came from stock picking in emerging markets. An overweighting in media stocks also helped, along with positioning in consumer services, especially casino stocks Sands China and Hong Kong-based Galaxy Entertainment Group. Another positive was not owning some weak-performing benchmark components: Netherlands-based energy producer Royal Dutch Shell and several Canadian gold miners - notably, Barrick Gold. A non-index position in China-based real estate Internet portal SouFun Holdings also helped. Conversely, a large underweighting in Japan hurt, particularly not owning Japanese automaker and index stock Toyota Motor. I considerably lessened the fund's underweighting in Japan. Stock picking in the broader automobiles & components group also hampered relative performance, as did positioning in financials, a sector I meaningfully increased. Unrewarding timing in Australia-based miner BHP Billiton and not owning Swiss drug company and index constituent Roche Holding 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 International Capital Appreciation Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

ibd1167324

United Kingdom

16.3%

 

ibd1167326

Japan

13.4%

 

ibd1167328

United States of America*

12.7%

 

ibd1167330

France

7.1%

 

ibd1167332

Germany

6.7%

 

ibd1167334

Switzerland

4.9%

 

ibd1167336

India

4.7%

 

ibd1167338

Brazil

3.3%

 

ibd1167340

Indonesia

2.5%

 

ibd1167342

Other

28.4%

 

ibd1167370

* 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, 2013

ibd1167324

United States of America*

14.5%

 

ibd1167326

United Kingdom

14.4%

 

ibd1167328

Japan

10.6%

 

ibd1167330

France

7.5%

 

ibd1167332

Germany

6.5%

 

ibd1167334

Switzerland

4.2%

 

ibd1167336

Brazil

4.1%

 

ibd1167338

India

3.7%

 

ibd1167340

Indonesia

3.5%

 

ibd1167342

Other

31.0%

 

ibd1167382

* 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 as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

99.6

100.0

Short-Term Investments and Net Other Assets (Liabilities)

0.4

0.0

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

1.4

1.6

Sanofi SA (France, Pharmaceuticals)

0.9

1.0

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

0.8

0.9

Unilever PLC (United Kingdom, Food Products)

0.8

1.0

Bayer AG (Germany, Pharmaceuticals)

0.8

0.8

BASF AG (Germany, Chemicals)

0.7

0.8

Anheuser-Busch InBev SA NV (Belgium, Beverages)

0.6

0.7

SAP AG sponsored ADR (Germany, Software)

0.6

0.0

UBS AG (NY Shares) (Switzerland, Capital Markets)

0.6

0.0

Diageo PLC sponsored ADR (United Kingdom, Beverages)

0.6

0.8

 

7.8

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

23.9

23.1

Industrials

18.4

17.7

Financials

17.2

15.8

Consumer Staples

13.3

14.5

Information Technology

9.6

10.7

Materials

8.1

8.4

Health Care

7.6

7.1

Telecommunication Services

1.0

1.7

Energy

0.5

1.0

Annual Report

Fidelity International Capital Appreciation Fund


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 98.6%

Shares

Value

Australia - 1.2%

Amcor Ltd.

261,847

$ 2,682,734

Carsales.com Ltd.

193,750

1,922,790

CSL Ltd.

58,486

3,841,824

Fortescue Metals Group Ltd.

595,935

2,934,522

TOTAL AUSTRALIA

11,381,870

Austria - 0.3%

Andritz AG

45,000

2,772,050

Bailiwick of Jersey - 1.7%

Delphi Automotive PLC

35,229

2,015,099

Experian PLC

177,168

3,607,704

Shire PLC

76,000

3,369,873

Wolseley PLC

63,283

3,410,338

WPP PLC

191,300

4,063,390

TOTAL BAILIWICK OF JERSEY

16,466,404

Belgium - 0.6%

Anheuser-Busch InBev SA NV

57,459

5,956,415

Bermuda - 1.1%

Credicorp Ltd.

22,960

3,136,336

Invesco Ltd.

80,023

2,700,776

Jardine Matheson Holdings Ltd.

44,000

2,397,560

Signet Jewelers Ltd.

31,429

2,346,489

TOTAL BERMUDA

10,581,161

Brazil - 2.9%

BB Seguridade Participacoes SA

208,700

2,279,658

BR Malls Participacoes SA

303,500

2,939,894

CCR SA

310,800

2,584,682

Cetip SA - Mercados Organizado

193,700

2,147,803

Cielo SA

108,700

3,299,527

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

96,000

3,571,200

Iguatemi Empresa de Shopping Centers SA

231,500

2,660,979

Multiplan Empreendimentos Imobiliarios SA

109,500

2,570,576

Souza Cruz SA

228,300

2,469,292

Ultrapar Participacoes SA

98,700

2,630,296

TOTAL BRAZIL

27,153,907

Canada - 2.4%

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

48,500

3,284,966

Canadian National Railway Co.

40,500

4,449,504

Canadian Pacific Railway Ltd.

25,600

3,659,353

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

78,200

2,623,542

Cineplex, Inc. (d)

61,070

2,460,020

Constellation Software, Inc.

12,200

2,222,479

Valeant Pharmaceuticals International, Inc. (Canada) (a)

34,000

3,591,905

TOTAL CANADA

22,291,769

 

Shares

Value

Cayman Islands - 2.3%

Baidu.com, Inc. sponsored ADR (a)

14,600

$ 2,349,140

Baoxin Auto Group Ltd.

2,253,500

2,322,387

Bitauto Holdings Ltd. ADR (a)

83,627

2,049,698

Lifestyle International Holdings Ltd.

1,004,500

2,189,610

New Oriental Education & Technology Group, Inc. sponsored ADR

81,238

2,129,248

Sands China Ltd.

453,200

3,220,859

SouFun Holdings Ltd. ADR

50,998

2,714,624

Tencent Holdings Ltd.

86,100

4,699,796

TOTAL CAYMAN ISLANDS

21,675,362

China - 0.8%

China Merchants Bank Co. Ltd. (H Shares)

1,351,500

2,684,522

China Minsheng Banking Corp. Ltd. (H Shares)

2,092,000

2,398,798

Travelsky Technology Ltd. (H Shares)

2,892,000

2,473,102

TOTAL CHINA

7,556,422

Denmark - 0.6%

Novo Nordisk A/S Series B sponsored ADR

33,340

5,556,778

Finland - 0.7%

Kone Oyj (B Shares)

38,200

3,368,700

Nokian Tyres PLC

55,000

2,783,184

TOTAL FINLAND

6,151,884

France - 7.1%

Air Liquide SA

32,010

4,359,196

Atos Origin SA

27,205

2,322,636

AXA SA

182,400

4,556,826

Bureau Veritas SA

92,000

2,778,065

Christian Dior SA

14,419

2,740,836

Dassault Systemes SA

22,400

2,722,321

Essilor International SA

30,116

3,234,399

Kering SA

14,000

3,181,072

L'Oreal SA

23,400

4,007,956

LVMH Moet Hennessy - Louis Vuitton SA

26,174

5,039,253

Pernod Ricard SA

32,100

3,857,164

Publicis Groupe SA

42,600

3,553,120

Remy Cointreau SA

22,900

2,259,801

Safran SA

52,100

3,330,028

Sanofi SA

81,943

8,737,028

Schneider Electric SA

52,794

4,447,809

Sodexo SA

32,300

3,135,217

Zodiac Aerospace

17,256

2,764,661

TOTAL FRANCE

67,027,388

Germany - 6.1%

adidas AG

32,500

3,710,188

BASF AG

64,646

6,726,053

Bayer AG

58,200

7,233,587

Bayerische Motoren Werke AG (BMW)

40,614

4,606,701

Brenntag AG

17,800

3,016,160

Common Stocks - continued

Shares

Value

Germany - continued

Continental AG

18,200

$ 3,334,756

CTS Eventim AG

50,942

2,486,536

Fresenius SE & Co. KGaA

28,200

3,665,363

GEA Group AG

59,079

2,570,875

Henkel AG & Co. KGaA

47,589

4,399,565

KUKA AG

49,878

2,272,745

Linde AG

22,700

4,313,388

ProSiebenSat.1 Media AG

60,500

2,881,607

SAP AG sponsored ADR (d)

74,900

5,868,415

TOTAL GERMANY

57,085,939

Hong Kong - 1.2%

AIA Group Ltd.

994,600

5,048,047

Galaxy Entertainment Group Ltd. (a)

437,000

3,260,731

Techtronic Industries Co. Ltd.

1,038,500

2,611,989

TOTAL HONG KONG

10,920,767

India - 4.7%

Amara Raja Batteries Ltd.

508,095

2,587,719

Axis Bank Ltd.

148,871

2,953,794

Bajaj Auto Ltd.

81,879

2,829,970

Bank of Baroda

267,975

2,795,682

Grasim Industries Ltd.

54,448

2,559,373

HCL Technologies Ltd.

145,731

2,590,329

HDFC Bank Ltd.

361,309

4,012,439

Housing Development Finance Corp. Ltd.

305,913

4,244,627

ITC Ltd.

533,147

2,898,290

Punjab National Bank

273,316

2,535,261

State Bank of India

101,967

2,973,017

Sun Pharmaceutical Industries Ltd.

230,093

2,273,150

Sun TV Ltd.

382,852

2,610,270

Tata Consultancy Services Ltd.

93,623

3,208,757

Titan Industries Ltd.

691,124

2,996,695

TOTAL INDIA

44,069,373

Indonesia - 2.5%

PT Astra International Tbk

5,199,500

3,067,331

PT Bank Central Asia Tbk

3,042,500

2,820,489

PT Bank Rakyat Indonesia Tbk

4,465,000

3,129,147

PT Global Mediacom Tbk

15,239,500

2,582,151

PT Gudang Garam Tbk

843,500

2,761,143

PT Indocement Tunggal Prakarsa Tbk

1,542,000

2,858,960

PT Jasa Marga Tbk

4,657,000

2,168,917

PT Semen Gresik (Persero) Tbk

2,085,000

2,654,211

PT Surya Citra Media Tbk

8,840,000

1,842,882

TOTAL INDONESIA

23,885,231

Ireland - 1.0%

Accenture PLC Class A

33,008

2,426,088

Actavis PLC (a)

15,510

2,397,536

 

Shares

Value

Dragon Oil PLC

208,800

$ 1,971,913

Kerry Group PLC Class A

38,900

2,491,089

TOTAL IRELAND

9,286,626

Italy - 1.3%

Azimut Holding SpA

101,200

2,570,834

Luxottica Group SpA

44,100

2,388,959

Pirelli & C SpA

162,500

2,290,185

Prada SpA

243,000

2,369,509

World Duty Free SpA (a)

245,876

2,724,119

TOTAL ITALY

12,343,606

Japan - 13.4%

Bridgestone Corp.

110,400

3,784,812

Chiyoda Corp.

206,000

2,612,337

Daihatsu Motor Co. Ltd.

145,000

2,815,349

Daikin Industries Ltd.

60,000

3,452,004

Daito Trust Construction Co. Ltd.

30,300

3,093,744

DENSO Corp.

84,800

4,076,202

East Japan Railway Co.

40,000

3,474,828

Fuji Heavy Industries Ltd.

128,000

3,499,716

Fuji Media Holdings, Inc.

108,800

2,168,967

Hino Motors Ltd.

193,000

2,727,006

Hoya Corp.

110,200

2,642,526

Isuzu Motors Ltd.

475,000

2,958,102

Japan Tobacco, Inc.

137,300

4,968,020

JGC Corp.

73,000

2,793,258

Kansai Paint Co. Ltd.

220,000

2,956,114

KDDI Corp. ADR

280,600

3,799,324

Keyence Corp.

8,770

3,758,734

Makita Corp.

53,500

2,705,461

Miraca Holdings, Inc.

64,300

2,897,231

Mitani Shoji Co. Ltd.

6,800

146,877

MS&AD Insurance Group Holdings, Inc.

120,500

3,115,811

Nabtesco Corp.

88,100

2,150,302

Nippon Television Network Corp.

124,800

2,286,167

Nomura Research Institute Ltd.

66,300

2,225,178

Obic Co. Ltd.

79,600

2,499,653

Omron Corp.

77,100

2,942,230

ORIX Corp.

231,000

4,001,171

Park24 Co. Ltd.

124,900

2,438,618

Rakuten, Inc.

224,800

2,929,063

Ship Healthcare Holdings, Inc.

48,200

1,977,856

SMC Corp.

13,500

3,143,046

SoftBank Corp.

71,300

5,324,606

Sumitomo Mitsui Financial Group, Inc. ADR (d)

561,542

5,446,957

Sumitomo Mitsui Trust Holdings, Inc.

741,000

3,659,865

Sumitomo Osaka Cement Co. Ltd.

490,000

1,977,044

Sumitomo Rubber Industries Ltd.

201,400

2,803,788

Suzuki Motor Corp.

100,900

2,537,168

Tokio Marine Holdings, Inc.

110,000

3,606,291

Toshiba Plant Systems & Services Corp.

123,000

2,170,256

Tsuruha Holdings, Inc.

28,100

2,551,166

Common Stocks - continued

Shares

Value

Japan - continued

USS Co. Ltd.

202,700

$ 2,968,439

Yahoo! Japan Corp.

506,900

2,365,052

TOTAL JAPAN

126,450,339

Kenya - 0.2%

Equity Bank Ltd.

4,925,500

2,048,685

Korea (South) - 0.3%

Hyundai Mobis

11,312

3,192,317

Luxembourg - 0.3%

RTL Group

23,896

2,595,584

Mexico - 1.5%

Fomento Economico Mexicano S.A.B. de CV sponsored ADR

33,980

3,170,334

Grupo Aeroportuario del Pacifico SA de CV Series B

393,700

2,048,275

Grupo Financiero Banorte S.A.B. de CV Series O

463,700

2,959,776

Grupo Mexico SA de CV Series B

880,500

2,781,077

Grupo Televisa SA de CV (CPO) sponsored ADR

97,000

2,952,680

TOTAL MEXICO

13,912,142

Netherlands - 0.5%

European Aeronautic Defence and Space Co. (EADS) NV

63,000

4,329,091

Nigeria - 0.3%

Guaranty Trust Bank PLC

16,649,980

2,652,673

Panama - 0.3%

Copa Holdings SA Class A

16,800

2,512,272

Philippines - 1.5%

Alliance Global Group, Inc.

4,489,200

2,737,254

LT Group, Inc.

6,495,900

2,498,250

Security Bank Corp.

912,420

2,934,777

SM Investments Corp.

137,983

2,733,159

SM Prime Holdings, Inc.

6,216,425

2,759,020

TOTAL PHILIPPINES

13,662,460

Poland - 0.0%

Mostostal Export SA (a)

1,481,760

91,397

Russia - 1.1%

Alrosa Co. Ltd. (a)

2,081,600

2,342,475

Magnit OJSC GDR (Reg. S)

51,105

3,283,496

Sberbank (Savings Bank of the Russian Federation) sponsored ADR

363,000

4,635,510

TOTAL RUSSIA

10,261,481

South Africa - 2.0%

Aspen Pharmacare Holdings Ltd.

83,200

2,316,215

Discovery Holdings Ltd.

253,600

2,147,279

Life Healthcare Group Holdings Ltd.

669,369

2,733,819

Mr Price Group Ltd.

173,500

2,733,657

Nampak Ltd.

623,800

2,063,022

 

Shares

Value

Naspers Ltd. Class N

39,800

$ 3,722,794

Shoprite Holdings Ltd.

159,920

2,927,984

TOTAL SOUTH AFRICA

18,644,770

Spain - 1.0%

Amadeus IT Holding SA Class A

89,700

3,330,961

Grifols SA ADR

80,600

2,430,896

Inditex SA

25,144

4,130,851

TOTAL SPAIN

9,892,708

Sweden - 1.9%

ASSA ABLOY AB (B Shares)

69,594

3,454,972

Atlas Copco AB (A Shares)

136,600

3,790,199

Elekta AB (B Shares)

158,600

2,339,821

Hexagon AB (B Shares)

88,900

2,669,723

Investment AB Kinnevik (B Shares)

73,900

2,723,331

Svenska Cellulosa AB (SCA) (B Shares)

118,000

3,350,591

TOTAL SWEDEN

18,328,637

Switzerland - 4.9%

Compagnie Financiere Richemont SA Series A

45,595

4,675,830

Nestle SA

182,696

13,187,730

Partners Group Holding AG

12,190

3,158,504

Schindler Holding AG (Reg.)

21,590

3,069,499

SGS SA (Reg.)

1,369

3,207,686

Sika AG (Bearer)

878

2,768,455

Swatch Group AG (Bearer)

5,807

3,715,174

Syngenta AG (Switzerland)

10,744

4,336,458

TE Connectivity Ltd.

43,300

2,229,517

UBS AG (NY Shares)

301,900

5,844,784

TOTAL SWITZERLAND

46,193,637

Thailand - 1.4%

Airports of Thailand PCL (For. Reg.)

396,700

2,702,021

BEC World PCL (For. Reg.)

1,288,500

2,411,410

Kasikornbank PCL (For. Reg.)

545,300

3,398,818

Major Cineplex Group PCL (For. Reg.)

3,068,000

1,882,692

Thai Beverage PCL

6,552,000

2,874,610

TOTAL THAILAND

13,269,551

Turkey - 0.9%

Coca-Cola Icecek A/S

82,618

2,369,383

Koc Holding A/S

585,000

2,871,885

Turkiye Garanti Bankasi A/S

808,909

3,257,923

TOTAL TURKEY

8,499,191

United Kingdom - 16.3%

Aberdeen Asset Management PLC

413,400

2,935,743

Ashtead Group PLC

236,860

2,487,568

Associated British Foods PLC

81,200

2,951,545

Babcock International Group PLC

115,600

2,363,251

Berkeley Group Holdings PLC

67,400

2,528,818

British American Tobacco PLC (United Kingdom)

138,207

7,625,196

Common Stocks - continued

Shares

Value

United Kingdom - continued

British Sky Broadcasting Group PLC

189,400

$ 2,847,037

Bunzl PLC

109,242

2,411,934

Burberry Group PLC

111,000

2,731,953

Compass Group PLC

275,800

3,966,693

Crest Nicholson PLC (a)

402,200

2,495,715

Croda International PLC

62,600

2,445,082

Diageo PLC sponsored ADR

45,400

5,792,586

Diploma PLC

187,367

2,081,940

Elementis PLC

561,225

2,331,558

Filtrona PLC

190,700

2,395,695

Galiform PLC

449,190

2,324,186

GKN PLC

426,373

2,515,135

Halma PLC

270,800

2,381,591

IMI PLC

102,800

2,503,760

InterContinental Hotel Group PLC ADR

96,040

2,818,774

Intertek Group PLC

56,770

3,032,954

ITV PLC

973,646

2,980,224

Johnson Matthey PLC

61,504

2,962,410

Kingfisher PLC

499,600

3,023,996

Legal & General Group PLC

912,807

3,165,755

Meggitt PLC

334,900

3,074,203

Mondi PLC

117,200

2,093,412

Next PLC

38,700

3,378,709

Oxford Instruments PLC

110,200

2,297,031

Persimmon PLC

134,900

2,736,178

Prudential PLC

240,421

4,916,793

Reckitt Benckiser Group PLC

64,100

4,982,675

Rexam PLC

362,190

3,016,921

Rightmove PLC

60,684

2,580,415

Rolls-Royce Group PLC

231,200

4,263,120

Rotork PLC

52,400

2,405,440

Royal Mail PLC

268,800

2,413,566

SABMiller PLC

88,800

4,633,108

Schroders PLC

66,400

2,745,752

Senior Engineering Group PLC

492,000

2,349,263

Spectris PLC

70,500

2,613,478

Standard Chartered PLC (United Kingdom)

226,412

5,443,620

Taylor Wimpey PLC

1,450,569

2,563,078

The Weir Group PLC

78,300

2,831,067

Travis Perkins PLC

105,400

3,136,610

Unilever PLC

187,200

7,591,162

Whitbread PLC

55,067

3,031,148

TOTAL UNITED KINGDOM

153,197,848

United States of America - 12.3%

AbbVie, Inc.

46,120

2,234,514

Affiliated Managers Group, Inc. (a)

12,800

2,527,232

AMETEK, Inc.

50,900

2,434,547

Amgen, Inc.

20,200

2,343,200

Amphenol Corp. Class A

28,566

2,293,564

BlackRock, Inc. Class A

8,900

2,677,209

 

Shares

Value

BorgWarner, Inc.

20,505

$ 2,114,681

Carlyle Group LP

82,800

2,560,176

CBS Corp. Class B

43,425

2,568,155

Colgate-Palmolive Co.

40,700

2,634,511

Comcast Corp. Class A

44,200

2,103,036

Cummins, Inc.

18,418

2,339,454

Danaher Corp.

35,731

2,575,848

DIRECTV (a)

35,600

2,224,644

Estee Lauder Companies, Inc. Class A

30,716

2,179,607

FMC Corp.

34,099

2,481,043

Google, Inc. Class A (a)

2,480

2,555,838

Home Depot, Inc.

35,761

2,785,424

Honeywell International, Inc.

24,000

2,081,520

KKR & Co. LP

107,300

2,355,235

Las Vegas Sands Corp.

36,526

2,564,856

Lorillard, Inc.

45,800

2,336,258

Lowe's Companies, Inc.

49,200

2,449,176

MasterCard, Inc. Class A

3,740

2,681,954

McGraw-Hill Companies, Inc.

36,485

2,542,275

Mead Johnson Nutrition Co. Class A

30,358

2,479,034

Mettler-Toledo International, Inc. (a)

8,900

2,202,394

Monsanto Co.

21,200

2,223,456

Moody's Corp.

35,040

2,475,926

Mylan, Inc. (a)

56,281

2,131,361

NIKE, Inc. Class B

31,500

2,386,440

Philip Morris International, Inc.

30,158

2,687,681

PPG Industries, Inc.

14,803

2,702,732

Precision Castparts Corp.

10,000

2,534,500

priceline.com, Inc. (a)

2,260

2,381,656

ResMed, Inc. (d)

43,200

2,235,168

Rockwell Automation, Inc.

22,154

2,446,023

Roper Industries, Inc.

17,500

2,219,175

Sherwin-Williams Co.

13,260

2,492,880

The Blackstone Group LP

98,900

2,599,092

The Walt Disney Co.

37,067

2,542,426

Thermo Fisher Scientific, Inc.

22,900

2,239,162

Time Warner, Inc.

36,700

2,522,758

Union Pacific Corp.

14,500

2,195,300

United Technologies Corp.

23,008

2,444,600

Visa, Inc. Class A

12,440

2,446,575

W.R. Grace & Co. (a)

23,000

2,108,180

Yahoo!, Inc. (a)

60,600

1,995,558

TOTAL UNITED STATES OF AMERICA

115,336,034

TOTAL COMMON STOCKS

(Cost $773,260,655)


927,233,769

Nonconvertible Preferred Stocks - 1.0%

 

 

 

 

Brazil - 0.4%

Itausa-Investimentos Itau SA (PN)

745,500

3,211,354

Nonconvertible Preferred Stocks - continued

Shares

Value

Germany - 0.6%

Porsche Automobil Holding SE (Germany)

34,172

$ 3,200,931

Sartorius AG (non-vtg.)

23,500

2,479,184

TOTAL GERMANY

5,680,115

United Kingdom - 0.0%

Rolls-Royce Group PLC Series C

19,883,200

31,881

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $7,979,680)


8,923,350

Money Market Funds - 2.1%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)

8,087,351

8,087,351

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

11,742,600

11,742,600

TOTAL MONEY MARKET FUNDS

(Cost $19,829,951)


19,829,951

TOTAL INVESTMENT PORTFOLIO - 101.7%

(Cost $801,070,286)

955,987,070

NET OTHER ASSETS (LIABILITIES) - (1.7)%

(16,041,892)

NET ASSETS - 100%

$ 939,945,178

Legend

(a) Non-income producing

(b) Affiliated fund that is generally 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

$ 4,672

Fidelity Securities Lending Cash Central Fund

285,981

Total

$ 290,653

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, 2013, 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 Investment 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

$ 226,981,367

$ 191,764,635

$ 35,216,732

$ -

Consumer Staples

125,031,808

83,152,119

41,879,689

-

Energy

4,602,209

4,602,209

-

-

Financials

162,760,586

133,819,211

28,941,375

-

Health Care

74,462,264

57,480,276

16,981,988

-

Industrials

168,124,157

140,310,164

27,813,993

-

Information Technology

89,504,347

73,070,974

16,433,373

-

Materials

75,566,451

63,737,462

11,828,989

-

Telecommunication Services

9,123,930

3,799,324

5,324,606

-

Money Market Funds

19,829,951

19,829,951

-

-

Total Investments in Securities:

$ 955,987,070

$ 771,566,325

$ 184,420,745

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2013. 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

$ 39,168,267

Level 2 to Level 1

$ 0

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, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $11,403,635) - See accompanying schedule:

Unaffiliated issuers (cost $781,240,335)

$ 936,157,119

 

Fidelity Central Funds (cost $19,829,951)

19,829,951

 

Total Investments (cost $801,070,286)

 

$ 955,987,070

Foreign currency held at value (cost $127,109)

127,136

Receivable for investments sold

24,337,368

Receivable for fund shares sold

632,843

Dividends receivable

1,694,740

Distributions receivable from Fidelity Central Funds

6,287

Prepaid expenses

3,019

Other receivables

321,641

Total assets

983,110,104

 

 

 

Liabilities

Payable for investments purchased

$ 29,078,875

Payable for fund shares redeemed

501,573

Accrued management fee

659,369

Other affiliated payables

189,703

Other payables and accrued expenses

992,806

Collateral on securities loaned, at value

11,742,600

Total liabilities

43,164,926

 

 

 

Net Assets

$ 939,945,178

Net Assets consist of:

 

Paid in capital

$ 809,553,957

Undistributed net investment income

6,652,288

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

(30,201,871)

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

153,940,804

Net Assets, for 57,747,061 shares outstanding

$ 939,945,178

Net Asset Value, offering price and redemption price per share ($939,945,178 ÷ 57,747,061 shares)

$ 16.28

Statement of Operations

  

Year ended October 31, 2013

 

  

  

Investment Income

  

  

Dividends

 

$ 18,163,221

Interest

 

37

Income from Fidelity Central Funds

 

290,653

Income before foreign taxes withheld

 

18,453,911

Less foreign taxes withheld

 

(1,337,662)

Total income

 

17,116,249

 

 

 

Expenses

Management fee
Basic fee

$ 6,048,183

Performance adjustment

1,325,222

Transfer agent fees

1,837,247

Accounting and security lending fees

410,147

Custodian fees and expenses

302,889

Independent trustees' compensation

4,895

Registration fees

40,939

Audit

82,792

Legal

2,266

Interest

2,416

Miscellaneous

7,101

Total expenses before reductions

10,064,097

Expense reductions

(404,143)

9,659,954

Net investment income (loss)

7,456,295

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $39,827)

112,158,711

Foreign currency transactions

(356,985)

Total net realized gain (loss)

 

111,801,726

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $589,497)

70,548,268

Assets and liabilities in foreign currencies

(60,794)

Total change in net unrealized appreciation (depreciation)

 

70,487,474

Net gain (loss)

182,289,200

Net increase (decrease) in net assets resulting from operations

$ 189,745,495

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

Annual Report

Statement of Changes in Net Assets

  

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 7,456,295

$ 6,707,733

Net realized gain (loss)

111,801,726

2,157,172

Change in net unrealized appreciation (depreciation)

70,487,474

62,856,713

Net increase (decrease) in net assets resulting from operations

189,745,495

71,721,618

Distributions to shareholders from net investment income

(7,093,102)

(5,617,060)

Distributions to shareholders from net realized gain

-

(424,819)

Total distributions

(7,093,102)

(6,041,879)

Share transactions
Proceeds from sales of shares

194,490,297

234,885,779

Reinvestment of distributions

5,286,278

4,397,051

Cost of shares redeemed

(173,012,679)

(130,029,260)

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

26,763,896

109,253,570

Redemption fees

13,934

13,254

Total increase (decrease) in net assets

209,430,223

174,946,563

 

 

 

Net Assets

Beginning of period

730,514,955

555,568,392

End of period (including undistributed net investment income of $6,652,288 and undistributed net investment income of $6,291,641, respectively)

$ 939,945,178

$ 730,514,955

Other Information

Shares

Sold

13,452,087

19,239,728

Issued in reinvestment of distributions

389,022

382,352

Redeemed

(11,788,439)

(10,649,285)

Net increase (decrease)

2,052,670

8,972,795

Financial Highlights - International Capital Appreciation Fund

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 13.12

$ 11.89

$ 12.63

$ 10.78

$ 7.42

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .13

.12

.13 E

.12

.13

Net realized and unrealized gain (loss)

  3.16

1.24

(.62)

1.92

3.26

Total from investment operations

  3.29

1.36

(.49)

2.04

3.39

Distributions from net investment income

  (.13)

(.12)

(.15)

(.07)

(.03)

Distributions from net realized gain

  -

(.01)

(.10)

(.12)

-

Total distributions

  (.13)

(.13)

(.25)

(.19)

(.03)

Redemption fees added to paid in capital B, G

  -

-

-

-

-

Net asset value, end of period

$ 16.28

$ 13.12

$ 11.89

$ 12.63

$ 10.78

Total Return A

  25.24%

11.57%

(4.03)%

19.12%

45.95%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.17%

1.22%

1.16%

1.04%

.84%

Expenses net of fee waivers, if any

  1.17%

1.22%

1.16%

1.04%

.84%

Expenses net of all reductions

  1.12%

1.19%

1.09%

.87%

.72%

Net investment income (loss)

  .87%

1.01%

1.02% E

1.07%

1.49%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 939,945

$ 730,515

$ 555,568

$ 627,129

$ 456,330

Portfolio turnover rate D

  136%

127%

254%

480%

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, 2013

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 generally 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) website 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 website 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:

Investment 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 currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment 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 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 may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Investments in open-end mutual fund, 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

Investment 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, 2013, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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 U.S. Federal income taxes is required. As of October 31, 2013, 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. The 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. 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, 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 on an unconsolidated basis were as follows:

Gross unrealized appreciation

$ 159,767,893

Gross unrealized depreciation

(8,272,858)

Net unrealized appreciation (depreciation) on securities and other investments

$ 151,495,035

 

 

Tax Cost

$ 804,492,035

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

Undistributed ordinary income

$ 6,802,893

Capital loss carryforward

$ (26,930,714)

Net unrealized appreciation (depreciation)

$ 151,373,082

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. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration

 

2017

$ (26,930,714)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 7,093,102

$ 6,041,879

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,181,982,335 and $1,158,357,165, 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 .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR, including any mutual funds previously advised by FMR that are currently advised by Fidelity SelectCo, LLC, an affiliate of 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 over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .86% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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 .21% 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. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $9,872 for the period.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

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

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 5,871,923

.35%

$ 2,206

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 $1,824 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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. 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 $285,981. 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 $2,097,667. The weighted average interest rate was .60%. The interest expense amounted to $210 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

9. Expense Reductions.

Commissions paid to certain brokers with whom FMR, or its affiliates, places trades on behalf of the Fund include an amount to the Fund in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $396,066 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $8,077.

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, Strategic Advisers International II Fund was the owner of record of approximately 11% of the total outstanding shares of the Fund. Mutual funds managed by FMR or its affiliates were the owners of record, in the aggregate, of approximately 30% 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, 2013, 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, 2013, 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, 2013, 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 13, 2013

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, 2013 to October 31, 2013).

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
B

Beginning
Account Value
May 1, 2013

Ending
Account Value
October 31, 2013

Expenses Paid
During Period
*
May 1, 2013
to October 31, 2013

Overseas

1.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,099.50

$ 6.14

Hypothetical A

 

$ 1,000.00

$ 1,019.36

$ 5.90

Class K

.98%

 

 

 

Actual

 

$ 1,000.00

$ 1,100.30

$ 5.19

Hypothetical A

 

$ 1,000.00

$ 1,020.27

$ 4.99

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Annual Report

Fidelity Overseas Fund


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Past 10
years

Fidelity Overseas Fund

28.17%

11.27%

6.84%

$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, 2003. 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.

ibd1167384

Annual Report

Fidelity Overseas Fund


Management's Discussion of Fund Performance

Market Recap: On balance, global equity markets remained upbeat for the 12-month period ending October 31, 2013. The MSCI® ACWI® (All Country World Index) Index gained 23.75% for the period, amid investor preference for higher-risk assets. The period was not without turbulence, however. In the spring and summer, central banks worldwide, especially in the U.S. and China, made clear their intentions to maintain accommodative monetary policies. That stance, combined with modest cyclical improvements around the globe and generally low valuations, underpinned the broad rally in equities. Europe (+32%) shone brightly, with most markets in the region - large and small - registering solid, index-beating gains. Another bright spot was Japan, which, despite a struggling yen and taking a second-half breather, posted a 34% result for the full year. The U.S. - by far the index's biggest constituent - also outperformed the global market with a roughly 28% advance. Meanwhile, Asia-Pacific ex Japan (+14%) lagged, hurt in part by a slowdown in Australia's mining industry as well as currency headwinds. Foreign-exchange and commodity weakness also curbed results in resource-heavy Canada and emerging markets (EM), both of which were up 7%. Country-level EM performance diverged meaningfully for the period, as evidenced by performance in Brazil (-1%), Russia (+12%), India (+1%) and China (+8%).

Comments from Vincent Montemaggiore, Portfolio Manager of Fidelity® Overseas Fund: For the year, the fund's Retail Class shares returned 28.17%, topping the 27.02% gain of the MSCI® EAFE® Index. Versus the index, the fund was particularly helped by stock picking in the United Kingdom and a sizable underweighting in the Asia-Pacific ex Japan region. At the stock level, a non-index stake in South African asset manager Coronation Fund Managers was the fund's top relative contributor. The company benefited from superior fund performance and rapid growth in its institutional, retail and international products. Also bolstering our result was an overweighting in Deutsche Post, a Germany-based logistics services provider. Conversely, the fund struggled somewhat on a relative basis because I underweighted Japan to varying degrees throughout the year. Not owning Japanese automaker Toyota Motor until May made it by far the fund's biggest relative detractor, as this stock was one beneficiary of a significantly weaker yen. Saipem, an Italy-based provider of onshore and offshore engineering, construction and drilling services for energy firms, significantly reduced its financial guidance, and I sold the stock in the first half of the period.

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, 2013

ibd1167324

United Kingdom

23.6%

 

ibd1167326

Japan

18.8%

 

ibd1167328

Germany

11.2%

 

ibd1167330

Switzerland

9.2%

 

ibd1167332

France

7.8%

 

ibd1167334

United States of America*

5.3%

 

ibd1167336

Sweden

3.3%

 

ibd1167338

Spain

2.6%

 

ibd1167340

Bailiwick of Jersey

2.5%

 

ibd1167342

Other

15.7%

 

ibd1167396

* 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, 2013

ibd1167324

United Kingdom

24.0%

 

ibd1167326

Japan

17.6%

 

ibd1167328

Germany

12.8%

 

ibd1167330

Switzerland

9.7%

 

ibd1167332

France

7.1%

 

ibd1167334

United States of America*

5.1%

 

ibd1167336

Sweden

4.1%

 

ibd1167338

Australia

3.0%

 

ibd1167340

Bailiwick of Jersey

2.1%

 

ibd1167342

Other

14.5%

 

ibd1167408

* 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 as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

99.3

99.2

Short-Term Investments and Net Other Assets (Liabilities)

0.7

0.8

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Nestle SA (Switzerland, Food Products)

2.4

2.6

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

2.3

2.2

Sanofi SA (France, Pharmaceuticals)

1.7

1.8

Bayer AG (Germany, Pharmaceuticals)

1.6

1.4

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

1.3

1.5

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.3

1.6

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.3

1.3

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

1.3

2.0

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

1.3

1.5

Diageo PLC (United Kingdom, Beverages)

1.2

1.3

 

15.7

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

19.7

18.1

Consumer Discretionary

17.3

15.3

Industrials

14.4

14.1

Consumer Staples

12.6

15.4

Health Care

11.9

12.9

Information Technology

9.4

9.2

Materials

7.9

8.5

Telecommunication Services

3.9

2.1

Energy

2.2

3.6

Annual Report

Fidelity Overseas Fund


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 97.2%

Shares

Value

Australia - 2.5%

Ansell Ltd.

467,835

$ 8,617,976

Australia & New Zealand Banking Group Ltd.

985,010

31,504,438

BHP Billiton Ltd.

578,726

20,459,930

TOTAL AUSTRALIA

60,582,344

Austria - 0.5%

Andritz AG

191,400

11,790,454

Bailiwick of Jersey - 2.5%

Experian PLC

919,600

18,725,980

Informa PLC

1,166,691

10,466,412

Regus PLC

2,269,770

7,464,305

WPP PLC

1,159,933

24,642,835

TOTAL BAILIWICK OF JERSEY

61,299,532

Belgium - 2.1%

Anheuser-Busch InBev SA NV

304,612

31,577,218

KBC Groupe SA

343,211

18,709,689

TOTAL BELGIUM

50,286,907

Bermuda - 0.4%

Signet Jewelers Ltd.

124,700

9,310,102

Brazil - 0.2%

Qualicorp SA (a)

546,300

5,116,228

Canada - 0.5%

Constellation Software, Inc.

60,900

11,094,179

Cayman Islands - 0.8%

Lifestyle International Holdings Ltd.

2,950,000

6,430,414

Lifestyle Property Development Ltd.

135,675

27,474

Shenzhou International Group Holdings Ltd.

3,620,000

12,466,658

TOTAL CAYMAN ISLANDS

18,924,546

Denmark - 0.9%

Novo Nordisk A/S Series B

134,100

22,334,709

Finland - 0.4%

Nokian Tyres PLC

181,900

9,204,748

France - 7.8%

ALTEN

176,200

7,983,290

AXA SA

785,900

19,633,825

BIC SA

85,500

10,685,866

BNP Paribas SA

288,971

21,398,790

Christian Dior SA

106,997

20,338,525

Dassault Systemes SA

90,700

11,022,971

Groupe FNAC SA (a)

11,262

314,994

Ipsos SA

290,357

12,246,824

Kering SA

88,200

20,040,757

Rexel SA

443,700

11,114,901

Sanofi SA

387,756

41,343,799

Sodexo SA

136,700

13,268,860

TOTAL FRANCE

189,393,402

 

Shares

Value

Germany - 9.1%

adidas AG

197,700

$ 22,569,357

BASF AG

274,372

28,546,865

Bayer AG

308,797

38,379,896

Brenntag AG

114,700

19,435,594

Continental AG

70,100

12,844,308

Deutsche Boerse AG

186,092

14,010,353

Deutsche Post AG

706,487

23,908,876

Fresenius SE & Co. KGaA

156,500

20,341,464

GEA Group AG

333,606

14,517,161

Gerry Weber International AG (Bearer)

172,900

7,177,633

Linde AG

69,707

13,245,523

Pfeiffer Vacuum Technology AG

62,789

7,323,979

TOTAL GERMANY

222,301,009

Greece - 0.2%

Metka SA

223,183

4,196,920

Hong Kong - 0.1%

City Telecom (HK) Ltd. (CTI)

7,403,000

2,425,335

Ireland - 2.1%

Accenture PLC Class A

120,800

8,878,800

DCC PLC (United Kingdom)

353,500

15,864,785

Greencore Group PLC

3,639,500

10,509,869

Kerry Group PLC Class A

254,264

16,282,629

TOTAL IRELAND

51,536,083

Israel - 0.4%

Check Point Software Technologies Ltd. (a)

168,800

9,793,776

Italy - 1.0%

Pirelli & C SpA

880,000

12,402,232

World Duty Free SpA (a)

1,178,242

13,054,026

TOTAL ITALY

25,456,258

Japan - 18.8%

AEON Financial Service Co. Ltd. (d)

363,200

11,153,965

Air Water, Inc.

670,000

9,577,164

Aozora Bank Ltd.

4,326,000

12,575,832

ARNEST ONE Corp. (d)

305,500

8,376,162

Astellas Pharma, Inc.

275,200

15,341,404

Credit Saison Co. Ltd.

328,300

8,985,709

Daikin Industries Ltd.

179,500

10,327,244

Don Quijote Co. Ltd.

235,100

15,649,781

GMO Internet, Inc.

1,024,400

11,645,454

H.I.S. Co. Ltd.

165,100

8,904,614

Honda Motor Co. Ltd. sponsored ADR

640,800

25,606,368

Horiba Ltd.

209,200

7,644,262

Hoya Corp.

519,300

12,452,486

Japan Tobacco, Inc.

681,300

24,651,944

Kansai Paint Co. Ltd.

679,000

9,123,644

Keyence Corp.

59,990

25,711,115

Leopalace21 Corp. (a)

1,253,900

8,705,212

Makita Corp.

167,200

8,455,198

Common Stocks - continued

Shares

Value

Japan - continued

Meitec Corp.

280,200

$ 7,469,201

Miraca Holdings, Inc.

214,300

9,655,936

Misumi Group, Inc.

248,600

7,277,604

Nakanishi, Inc.

35,300

5,019,276

Nihon Nohyaku Co. Ltd.

488,000

5,849,257

Nitori Holdings Co. Ltd.

73,500

6,894,721

Obic Co. Ltd.

349,900

10,987,798

Omron Corp.

422,500

16,123,117

ORIX Corp.

1,555,800

26,948,147

Seven Bank Ltd.

2,981,900

10,553,707

Shinsei Bank Ltd.

6,220,000

14,562,926

Ship Healthcare Holdings, Inc.

259,400

10,644,315

SMC Corp.

61,400

14,295,040

SoftBank Corp.

301,300

22,500,755

Software Service, Inc.

60,100

2,259,661

Toyota Motor Corp.

441,100

28,600,126

Tsuruha Holdings, Inc.

104,000

9,442,039

USS Co. Ltd.

1,055,200

15,452,873

TOTAL JAPAN

459,424,057

Luxembourg - 0.5%

Eurofins Scientific SA

48,700

13,353,424

Netherlands - 0.5%

AEGON NV

1,692,552

13,467,439

Norway - 1.4%

DNB ASA

1,187,600

21,046,657

Telenor ASA

522,800

12,558,336

TOTAL NORWAY

33,604,993

South Africa - 1.2%

Coronation Fund Managers Ltd.

1,597,200

13,030,575

EOH Holdings Ltd.

471,700

3,820,118

Nampak Ltd.

2,343,900

7,751,710

Pinnacle Technology Holdings Ltd.

2,051,500

5,019,035

TOTAL SOUTH AFRICA

29,621,438

Spain - 2.6%

Amadeus IT Holding SA Class A

578,700

21,489,714

Banco Bilbao Vizcaya Argentaria SA

2,246,400

26,253,523

Criteria CaixaCorp SA (d)

1,201,300

6,245,348

Grifols SA ADR

336,000

10,133,760

TOTAL SPAIN

64,122,345

Sweden - 3.3%

ASSA ABLOY AB (B Shares)

301,600

14,972,835

Nordea Bank AB

1,882,600

24,113,363

Svenska Cellulosa AB (SCA) (B Shares)

485,600

13,788,536

Svenska Handelsbanken AB (A Shares)

305,400

13,837,153

Swedbank AB (A Shares)

493,300

12,865,287

TOTAL SWEDEN

79,577,174

 

Shares

Value

Switzerland - 9.2%

Aryzta AG

257,811

$ 19,264,436

Credit Suisse Group

577,220

17,956,141

Nestle SA

813,056

58,689,599

Roche Holding AG (participation certificate)

198,309

54,901,880

Schindler Holding AG (participation certificate)

82,005

11,631,723

SGS SA (Reg.)

7,690

18,018,339

Syngenta AG (Switzerland)

54,143

21,853,019

UBS AG

1,149,464

22,231,864

TOTAL SWITZERLAND

224,547,001

United Kingdom - 23.6%

Aberdeen Asset Management PLC

1,785,800

12,681,785

AMEC PLC

695,914

13,133,302

Babcock International Group PLC

720,700

14,733,522

Barclays PLC

5,000,712

21,040,325

BHP Billiton PLC

796,578

24,581,201

British American Tobacco PLC (United Kingdom)

583,200

32,176,476

BT Group PLC

3,614,000

21,866,990

Bunzl PLC

554,807

12,249,483

Croda International PLC

286,200

11,178,635

Dechra Pharmaceuticals PLC

438,095

4,846,847

Devro PLC

1,332,113

6,755,883

Diageo PLC

945,333

30,134,833

Diploma PLC

1,205,671

13,396,888

Domino Printing Sciences PLC

956,214

10,602,033

Elementis PLC

2,658,200

11,043,251

Hilton Food Group PLC

1,073,900

7,369,695

IMI PLC

701,300

17,080,615

ITV PLC

4,300,400

13,163,054

Jazztel PLC (a)

647,200

7,100,185

Johnson Matthey PLC

285,400

13,746,615

Kingfisher PLC

2,265,361

13,711,856

London Stock Exchange Group PLC

475,000

12,505,718

Meggitt PLC

2,154,200

19,774,404

Next PLC

260,500

22,742,986

Prudential PLC

1,123,522

22,976,884

Reckitt Benckiser Group PLC

340,600

26,475,803

Rolls-Royce Group PLC

1,039,806

19,173,087

Royal Dutch Shell PLC Class A (United Kingdom)

946,679

31,528,986

Royal Mail PLC

172,500

1,548,884

Senior Engineering Group PLC

1,817,000

8,676,039

Serco Group PLC

1,048,109

9,360,597

Spectris PLC

293,300

10,872,809

Spirax-Sarco Engineering PLC

226,007

10,574,237

Standard Chartered PLC (United Kingdom)

1,036,613

24,923,269

The Restaurant Group PLC

1,082,600

9,998,443

Vodafone Group PLC

8,709,459

31,900,682

TOTAL UNITED KINGDOM

575,626,302

Common Stocks - continued

Shares

Value

United States of America - 4.6%

Brinker International, Inc.

208,003

$ 9,239,493

Coach, Inc.

151,000

7,652,680

CST Brands, Inc.

339,300

10,939,032

Fidelity National Information Services, Inc.

226,600

11,046,750

FMC Corp.

189,400

13,780,744

Global Payments, Inc.

201,100

11,961,428

JPMorgan Chase & Co.

86,900

4,478,826

McGraw-Hill Companies, Inc.

185,300

12,911,704

Mylan, Inc. (a)

269,300

10,198,391

National Oilwell Varco, Inc.

127,500

10,350,450

Varian Medical Systems, Inc. (a)

119,176

8,649,794

TOTAL UNITED STATES OF AMERICA

111,209,292

TOTAL COMMON STOCKS

(Cost $1,873,403,908)


2,369,599,997

Nonconvertible Preferred Stocks - 2.1%

 

 

 

 

Germany - 2.1%

Henkel AG & Co. KGaA

188,900

20,441,374

Sartorius AG (non-vtg.)

90,100

9,505,296

Volkswagen AG

85,568

21,748,887

TOTAL GERMANY

51,695,557

United Kingdom - 0.0%

Rolls-Royce Group PLC:

(C Shares) (a)

116,204,214

186,322

Series C

89,423,316

143,381

TOTAL UNITED KINGDOM

329,703

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $35,907,853)


52,025,260

Money Market Funds - 0.8%

Shares

Value

Fidelity Cash Central Fund, 0.09% (b)

14,911,136

$ 14,911,136

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

4,269,172

4,269,172

TOTAL MONEY MARKET FUNDS

(Cost $19,180,308)


19,180,308

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $1,928,492,069)

2,440,805,565

NET OTHER ASSETS (LIABILITIES) - (0.1)%

(3,393,733)

NET ASSETS - 100%

$ 2,437,411,832

Legend

(a) Non-income producing

(b) Affiliated fund that is generally 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

$ 20,302

Fidelity Securities Lending Cash Central Fund

949,322

Total

$ 969,624

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, 2013, 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 Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 427,885,096

$ 344,006,819

$ 75,502,115

$ 8,376,162

Consumer Staples

307,560,334

120,888,225

186,672,109

-

Energy

55,012,738

23,483,752

31,528,986

-

Financials

481,335,928

263,924,254

217,411,674

-

Health Care

290,644,056

184,044,956

106,599,100

-

Industrials

350,976,576

303,152,289

47,824,287

-

Information Technology

221,546,023

136,981,791

84,564,232

-

Materials

190,737,558

99,293,343

91,444,215

-

Telecommunication Services

95,926,948

19,658,521

76,268,427

-

Money Market Funds

19,180,308

19,180,308

-

-

Total Investments in Securities:

$ 2,440,805,565

$ 1,514,614,258

$ 917,815,145

$ 8,376,162

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2013. 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

$ 215,402,110

Level 2 to Level 1

$ 1,666,537

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, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $4,035,445) - See accompanying schedule:

Unaffiliated issuers (cost $1,909,311,761)

$ 2,421,625,257

 

Fidelity Central Funds (cost $19,180,308)

19,180,308

 

Total Investments (cost $1,928,492,069)

 

$ 2,440,805,565

Receivable for fund shares sold

973,288

Dividends receivable

5,408,768

Distributions receivable from Fidelity Central Funds

2,742

Prepaid expenses

7,908

Other receivables

293,865

Total assets

2,447,492,136

 

 

 

Liabilities

Payable for investments purchased

$ 2,286,630

Payable for fund shares redeemed

1,091,066

Accrued management fee

1,651,391

Other affiliated payables

423,517

Other payables and accrued expenses

358,528

Collateral on securities loaned, at value

4,269,172

Total liabilities

10,080,304

 

 

 

Net Assets

$ 2,437,411,832

Net Assets consist of:

 

Paid in capital

$ 3,383,324,848

Undistributed net investment income

30,599,916

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

(1,488,880,086)

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

512,367,154

Net Assets

$ 2,437,411,832

 

 

 

Overseas:
Net Asset Value
, offering price and redemption price per share ($1,874,922,018 ÷ 47,809,233 shares)

$ 39.22

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($562,489,814 ÷ 14,361,557 shares)

$ 39.17

Statement of Operations

  

Year ended October 31, 2013

 

  

  

Investment Income

  

  

Dividends

 

$ 59,031,347

Interest

 

49

Income from Fidelity Central Funds

 

969,624

Income before foreign taxes withheld

 

60,001,020

Less foreign taxes withheld

 

(4,314,545)

Total income

 

55,686,475

 

 

 

Expenses

Management fee
Basic fee

$ 15,027,623

Performance adjustment

2,318,736

Transfer agent fees

3,927,907

Accounting and security lending fees

944,974

Custodian fees and expenses

205,593

Independent trustees' compensation

12,307

Appreciation in deferred trustee compensation account

427

Registration fees

67,337

Audit

82,238

Legal

64,454

Interest

608

Miscellaneous

14,059

Total expenses before reductions

22,666,263

Expense reductions

(583,162)

22,083,101

Net investment income (loss)

33,603,374

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

100,337,526

Foreign currency transactions

(197,100)

Total net realized gain (loss)

 

100,140,426

Change in net unrealized appreciation (depreciation) on:

Investment securities

397,641,259

Assets and liabilities in foreign currencies

120,050

Total change in net unrealized appreciation (depreciation)

 

397,761,309

Net gain (loss)

497,901,735

Net increase (decrease) in net assets resulting from operations

$ 531,505,109

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

Annual Report

Statement of Changes in Net Assets

  

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 33,603,374

$ 50,043,397

Net realized gain (loss)

100,140,426

(141,989,458)

Change in net unrealized appreciation (depreciation)

397,761,309

260,173,491

Net increase (decrease) in net assets resulting from operations

531,505,109

168,227,430

Distributions to shareholders from net investment income

(46,883,539)

(70,077,891)

Distributions to shareholders from net realized gain

-

(1,661,965)

Total distributions

(46,883,539)

(71,739,856)

Share transactions - net increase (decrease)

47,557,637

(857,000,541)

Redemption fees

23,366

66,899

Total increase (decrease) in net assets

532,202,573

(760,446,068)

 

 

 

Net Assets

Beginning of period

1,905,209,259

2,665,655,327

End of period (including undistributed net investment income of $30,599,916 and undistributed net investment income of $43,880,081, respectively)

$ 2,437,411,832

$ 1,905,209,259

Financial Highlights - Overseas

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.35

$ 29.28

$ 31.56

$ 30.13

$ 25.43

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .54

.73

.47

.42

.52

Net realized and unrealized gain (loss)

  8.10

2.19

(2.27)

1.49

4.55

Total from investment operations

  8.64

2.92

(1.80)

1.91

5.07

Distributions from net investment income

  (.77)

(.83)

(.48)

(.47)

(.37)

Distributions from net realized gain

  -

(.02)

-

(.01)

-

Total distributions

  (.77)

(.85)

(.48)

(.48)

(.37)

Redemption fees added to paid in capital B, F

  -

-

-

-

-

Net asset value, end of period

$ 39.22

$ 31.35

$ 29.28

$ 31.56

$ 30.13

Total Return A

  28.17%

10.37%

(5.83)%

6.33%

20.44%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.09%

.69%

.73%

.89%

1.02%

Expenses net of fee waivers, if any

  1.09%

.69%

.73%

.89%

1.02%

Expenses net of all reductions

  1.06%

.67%

.67%

.85%

.98%

Net investment income (loss)

  1.54%

2.52%

1.44%

1.41%

2.01%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,874,922

$ 1,639,725

$ 2,215,717

$ 5,548,689

$ 6,602,017

Portfolio turnover rate D

  42%

90%

77%

111%

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

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.32

$ 29.29

$ 31.59

$ 30.16

$ 25.45

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .60

.79

.52

.47

.59

Net realized and unrealized gain (loss)

  8.08

2.18

(2.27)

1.50

4.54

Total from investment operations

  8.68

2.97

(1.75)

1.97

5.13

Distributions from net investment income

  (.83)

(.92)

(.55)

(.53)

(.42)

Distributions from net realized gain

  -

(.02)

-

(.01)

-

Total distributions

  (.83)

(.94)

(.55)

(.54)

(.42)

Redemption fees added to paid in capital B, F

  -

-

-

-

-

Net asset value, end of period

$ 39.17

$ 31.32

$ 29.29

$ 31.59

$ 30.16

Total Return A

  28.37%

10.59%

(5.67)%

6.55%

20.73%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  .93%

.51%

.56%

.69%

.78%

Expenses net of fee waivers, if any

  .92%

.51%

.55%

.69%

.78%

Expenses net of all reductions

  .90%

.48%

.50%

.66%

.74%

Net investment income (loss)

  1.71%

2.70%

1.61%

1.60%

2.25%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 562,490

$ 265,484

$ 291,323

$ 368,004

$ 383,048

Portfolio turnover rate D

  42%

90%

77%

111%

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

Fidelity Overseas Fund


Notes to Financial Statements

For the period ended October 31, 2013

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.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally 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) website 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 website 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:

Investment 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 currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment 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 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 may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be 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

Investment 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, 2013, including information on transfers between Levels 1 and 2 is included at the end of the Fund's Schedule of Investments.

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily 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. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. 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 U.S. Federal income taxes is required. As of October 31, 2013, 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. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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

Annual Report

Fidelity Overseas 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

$ 525,982,074

Gross unrealized depreciation

(35,353,921)

Net unrealized appreciation (depreciation) on securities and other investments

$ 490,628,153

 

 

Tax Cost

$ 1,950,177,412

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

Undistributed ordinary income

$ 41,518,916

Capital loss carryforward

$ (1,477,884,149)

Net unrealized appreciation (depreciation)

$ 490,681,811

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. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration

 

2016

$ (464,379,963)

2017

(939,719,765)

Total with expiration

(1,404,099,728)

No expiration

 

Short-term

(23,395,688)

Long-term

(50,388,733)

Total no expiration

(73,784,421)

Total capital loss carryforward

$ (1,477,884,149)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 46,883,539

$ 71,739,856

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $950,815,017 and $889,516,361, 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 .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR, including any mutual funds previously advised by FMR that are currently advised by Fidelity SelectCo, LLC, an affiliate of 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 over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .81% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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 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

$ 3,737,229

.21

Class K

190,678

.05

 

$ 3,927,907

 

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. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $1,212 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

$ 11,892,000

.31%

$ 608

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 $4,522 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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. 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 $949,322. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom FMR, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $559,838 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $23,324.

Annual Report

Fidelity Overseas Fund
Notes to Financial Statements - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012A

From net investment income

 

 

Overseas

$ 39,514,173

$ 56,962,859

Class K

7,369,366

9,516,308

Class F

-

3,598,724

Total

$ 46,883,539

$ 70,077,891

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.

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013

2012A

2013

2012A

Overseas

 

 

 

 

Shares sold

4,856,702

5,513,981

$ 167,166,517

$ 159,997,895

Reinvestment of distributions

1,224,483

2,082,243

38,681,419

57,282,489

Shares redeemed

(10,572,300)

(30,970,724)

(364,332,964)

(876,498,461)

Net increase (decrease)

(4,491,115)

(23,374,500)

$ (158,485,028)

$ (659,218,077)

Class K

 

 

 

 

Shares sold

8,204,154

5,090,211

$ 286,897,852

$ 145,041,228

Reinvestment of distributions

233,874

354,489

7,369,366

9,723,634

Shares redeemed

(2,553,449)

(6,913,669)

(88,224,553)

(205,273,028)

Net increase (decrease)

5,884,579

(1,468,969)

$ 206,042,665

$ (50,508,166)

Class F

 

 

 

 

Shares sold

-

373,582

$ -

$ 10,277,470

Reinvestment of distributions

-

134,104

-

3,675,784

Shares redeemed

-

(5,923,991)

-

(161,227,552)

Net increase (decrease)

-

(5,416,305)

$ -

$ (147,274,298)

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

11. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Overseas Fund (a fund of Fidelity Investment Trust) at October 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity 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, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 13, 2013

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, 2013 to October 31, 2013).

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
B

Beginning
Account Value
May 1, 2013

Ending
Account Value
October 31, 2013

Expenses Paid
During Period
*
May 1, 2013
to October 31, 2013

Class A

1.44%

 

 

 

Actual

 

$ 1,000.00

$ 1,123.10

$ 7.71

Hypothetical A

 

$ 1,000.00

$ 1,017.95

$ 7.32

Class T

1.71%

 

 

 

Actual

 

$ 1,000.00

$ 1,121.80

$ 9.15

Hypothetical A

 

$ 1,000.00

$ 1,016.59

$ 8.69

Class B

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,119.00

$ 11.75

Hypothetical A

 

$ 1,000.00

$ 1,014.12

$ 11.17

Class C

2.18%

 

 

 

Actual

 

$ 1,000.00

$ 1,119.20

$ 11.64

Hypothetical A

 

$ 1,000.00

$ 1,014.22

$ 11.07

Worldwide

1.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,125.30

$ 5.89

Hypothetical A

 

$ 1,000.00

$ 1,019.66

$ 5.60

Institutional Class

1.16%

 

 

 

Actual

 

$ 1,000.00

$ 1,124.90

$ 6.21

Hypothetical A

 

$ 1,000.00

$ 1,019.36

$ 5.90

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Annual Report

Fidelity Worldwide Fund


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Past 10
years

Fidelity Worldwide Fund

29.54%

14.67%

9.01%

$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, 2003. 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.

ibd1167410

Annual Report

Fidelity Worldwide Fund


Management's Discussion of Fund Performance

Market Recap: On balance, global equity markets remained upbeat for the 12-month period ending October 31, 2013. The MSCI® ACWI® (All Country World Index) Index gained 23.75% for the period, amid investor preference for higher-risk assets. The period was not without turbulence, however. In the spring and summer, central banks worldwide, especially in the U.S. and China, made clear their intentions to maintain accommodative monetary policies. That stance, combined with modest cyclical improvements around the globe and generally low valuations, underpinned the broad rally in equities. Europe (+32%) shone brightly, with most markets in the region - large and small - registering solid, index-beating gains. Another bright spot was Japan, which, despite a struggling yen and taking a second-half breather, posted a 34% result for the full year. The U.S. - by far the index's biggest constituent - also outperformed the global market with a roughly 28% advance. Meanwhile, Asia-Pacific ex Japan (+14%) lagged, hurt in part by a slowdown in Australia's mining industry as well as currency headwinds. Foreign-exchange and commodity weakness also curbed results in resource-heavy Canada and emerging markets (EM), both of which were up 7%. Country-level EM performance diverged meaningfully for the period, as evidenced by performance in Brazil (-1%), Russia (+12%), India (+1%) and China (+8%).

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 29.54%, versus 26.29% for the MSCI® World Index. Security selection that focused on companies with above-average earnings growth, good balance sheets and reasonable share prices drove the fund's performance relative to the index. Regionally, investment choices in the U.S. helped the most while among sectors, energy and information technology stood out. Winners included U.S. natural gas exploration & production company Pioneer Natural Resources, whose huge share-price gain was fueled by the company's expanded oil production and rising oil prices. The fund's number one contributor was U.S. biotechnology company Gilead Sciences, whose stock soared as the company neared approval for its promising new hepatitis C treatment. In the information technology sector, an investment in electronic-payment processor MasterCard took off, thanks to higher transaction volumes that were the result of increasing numbers of consumers worldwide shopping online and choosing to pay with debit and credit instead of cash or checks. By contrast, investments in the consumer discretionary sector detracted, as did a small stake in emerging markets, positioning in core European countries and a modest cash position. Individual disappointments included cellular-tower operator American Tower, which saw slowing growth prospects in the U.S. pressure its return. We sold the position before period end. Untimely ownership of biotechnology leader Amgen also hurt. We exited soon after the company announced an acquisition that we thought could take some time to pay off, but the stock continued to rise.

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, 2013

ibd1167324

United States of America*

52.6%

 

ibd1167326

Japan

8.4%

 

ibd1167328

United Kingdom

7.2%

 

ibd1167330

France

4.9%

 

ibd1167332

Germany

4.0%

 

ibd1167334

Ireland

3.3%

 

ibd1167336

Switzerland

3.1%

 

ibd1167338

Sweden

1.9%

 

ibd1167340

Spain

1.7%

 

ibd1167342

Other

12.9%

 

ibd1167422

* 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, 2013

ibd1167324

United States of America*

50.3%

 

ibd1167326

Japan

10.1%

 

ibd1167328

United Kingdom

7.6%

 

ibd1167330

France

4.4%

 

ibd1167332

Germany

3.7%

 

ibd1167334

Switzerland

3.0%

 

ibd1167336

Ireland

2.9%

 

ibd1167338

Canada

2.1%

 

ibd1167340

Australia

1.8%

 

ibd1167342

Other

14.1%

 

ibd1167434

* 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 as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Equity Futures

97.2

97.3

Bonds

0.1

0.1

Short-Term Investments and Net Other Assets (Liabilities)

2.7

2.6

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.8

2.6

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

2.3

2.2

McGraw-Hill Companies, Inc. (United States of America, Diversified Financial Services)

2.2

0.0

Bank of America Corp. (United States of America, Diversified Financial Services)

2.2

1.4

Google, Inc. Class A (United States of America, Internet Software & Services)

2.0

2.5

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

2.0

1.0

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

1.9

0.7

Cummins, Inc. (United States of America, Machinery)

1.9

0.1

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

1.8

1.3

Actavis PLC (Ireland, Pharmaceuticals)

1.6

0.2

 

20.7

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

19.6

20.0

Information Technology

15.6

12.5

Health Care

14.1

13.1

Consumer Discretionary

12.6

15.0

Industrials

12.2

10.5

Energy

8.9

5.7

Consumer Staples

6.3

10.2

Materials

5.4

6.1

Telecommunication Services

2.0

2.1

Utilities

0.2

1.1

Annual Report

Fidelity Worldwide Fund


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 96.1%

Shares

Value

Australia - 1.5%

Ansell Ltd.

142,537

$ 2,625,670

Australia & New Zealand Banking Group Ltd.

392,333

12,548,330

Ramsay Health Care Ltd.

105,887

3,883,069

Woodside Petroleum Ltd.

89,610

3,287,856

TOTAL AUSTRALIA

22,344,925

Austria - 0.1%

Andritz AG

28,200

1,737,152

Bailiwick of Jersey - 1.2%

Experian PLC

368,600

7,505,868

Wolseley PLC

90,926

4,900,027

WPP PLC

245,700

5,219,909

TOTAL BAILIWICK OF JERSEY

17,625,804

Belgium - 1.0%

Anheuser-Busch InBev SA NV

71,611

7,423,464

KBC Groupe SA

141,183

7,696,402

TOTAL BELGIUM

15,119,866

Bermuda - 0.1%

Cheung Kong Infrastructure Holdings Ltd.

310,000

2,157,165

Brazil - 0.1%

Arezzo Industria e Comercio SA

63,900

955,562

British Virgin Islands - 0.3%

Luxoft Holding, Inc.

57,700

1,685,994

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

73,000

2,692,240

Michael Kors Holdings Ltd. (a)

11,000

846,450

TOTAL BRITISH VIRGIN ISLANDS

5,224,684

Canada - 0.5%

Canadian Pacific Railway Ltd.

3,000

428,830

Constellation Software, Inc.

9,700

1,767,053

InterOil Corp. (a)(d)

10,500

729,225

Suncor Energy, Inc.

123,400

4,484,368

TOTAL CANADA

7,409,476

Cayman Islands - 0.7%

58.com, Inc. ADR

4,000

96,480

Baidu.com, Inc. sponsored ADR (a)

20,300

3,266,270

Cimc Enric Holdings Ltd.

1,020,000

1,436,657

ENN Energy Holdings Ltd.

314,000

1,860,996

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

43,500

1,842,225

Greatview Aseptic Pack Co. Ltd.

1,799,000

1,132,351

Sands China Ltd.

90,400

642,466

Youku Tudou, Inc. ADR (a)(d)

27,400

746,376

TOTAL CAYMAN ISLANDS

11,023,821

Cyprus - 0.0%

SPDI Secure Property Development & Investment PLC (a)

31,822

35,844

 

Shares

Value

Denmark - 0.2%

Novo Nordisk A/S Series B

22,916

$ 3,816,720

Finland - 0.4%

Raisio Group PLC (V Shares)

139,000

809,640

Sampo Oyj (A Shares)

107,000

5,068,793

TOTAL FINLAND

5,878,433

France - 4.9%

Arkema SA

29,430

3,341,337

Atos Origin SA

24,326

2,076,840

AXA SA

327,500

8,181,802

BNP Paribas SA

93,030

6,889,028

Bureau Veritas SA

86,700

2,618,024

Danone SA

56,400

4,182,641

Edenred SA

73,500

2,497,361

Havas SA

344,900

2,873,415

Iliad SA

12,793

2,925,057

Kering SA

22,350

5,078,355

Lafarge SA (Bearer)

37,800

2,616,444

LVMH Moet Hennessy - Louis Vuitton SA

33,006

6,354,611

Sanofi SA

53,719

5,727,694

Schneider Electric SA

84,600

7,127,414

Technip SA

11,800

1,236,055

Total SA

173,600

10,650,877

TOTAL FRANCE

74,376,955

Germany - 3.3%

Aareal Bank AG (a)

63,891

2,457,137

adidas AG

33,400

3,812,931

BASF AG

77,939

8,109,115

Bayer AG

91,200

11,335,105

Brenntag AG

27,600

4,676,743

GEA Group AG

75,747

3,296,198

GSW Immobilien AG

28,483

1,324,543

HeidelbergCement Finance AG

53,600

4,225,340

KION Group AG (a)

45,449

1,851,251

LEG Immobilien AG

19,100

1,089,187

Siemens AG

68,079

8,699,973

TOTAL GERMANY

50,877,523

Hong Kong - 0.8%

AIA Group Ltd.

1,263,600

6,413,345

Techtronic Industries Co. Ltd.

2,334,000

5,870,373

TOTAL HONG KONG

12,283,718

India - 0.3%

Housing Development Finance Corp. Ltd.

256,407

3,557,718

United Spirits Ltd.

27,317

1,141,082

TOTAL INDIA

4,698,800

Indonesia - 0.0%

PT Tower Bersama Infrastructure Tbk

990,500

500,849

Ireland - 3.3%

Actavis PLC (a)

153,200

23,681,656

Common Stocks - continued

Shares

Value

Ireland - continued

Alkermes PLC (a)

84,000

$ 2,955,960

Bank of Ireland (a)

8,957,800

3,260,264

Eaton Corp. PLC

96,000

6,773,760

Greencore Group PLC

509,900

1,472,450

James Hardie Industries PLC CDI

365,087

3,771,527

Kerry Group PLC Class A

58,400

3,739,835

Trinity Biotech PLC sponsored ADR

193,741

4,843,525

TOTAL IRELAND

50,498,977

Italy - 0.5%

De Longhi SpA

141,700

2,193,282

Moleskine SpA

397,400

971,226

Tod's SpA

7,333

1,221,648

UniCredit SpA

225,700

1,697,701

World Duty Free SpA (a)

159,397

1,765,998

TOTAL ITALY

7,849,855

Japan - 8.0%

ABC-MART, Inc.

48,600

2,430,533

Aozora Bank Ltd.

983,000

2,857,615

ARNEST ONE Corp.

41,000

1,124,133

Astellas Pharma, Inc.

47,400

2,642,379

Cosmos Pharmaceutical Corp.

12,200

1,486,333

Daikin Industries Ltd.

67,300

3,871,997

Don Quijote Co. Ltd.

109,500

7,289,030

Hajime Construction Co. Ltd.

4,500

310,282

Harmonic Drive Systems, Inc.

64,400

1,386,409

Hitachi Ltd.

313,000

2,189,469

Japan Exchange Group, Inc.

159,500

3,708,080

Japan Tobacco, Inc.

273,400

9,892,619

Kakaku.com, Inc.

123,200

2,382,853

KDDI Corp.

129,000

6,986,187

Keyence Corp.

18,460

7,911,772

Leopalace21 Corp. (a)

421,900

2,929,044

Miraca Holdings, Inc.

12,400

558,720

Mitsubishi UFJ Financial Group, Inc.

1,099,300

7,000,636

Nomura Real Estate Holdings, Inc.

35,200

890,610

Omron Corp.

75,500

2,881,172

ORIX Corp.

554,600

9,606,275

Park24 Co. Ltd.

83,900

1,638,111

Rakuten, Inc.

316,000

4,117,366

Santen Pharmaceutical Co. Ltd.

71,900

3,650,056

Seven & i Holdings Co., Ltd.

134,700

4,985,063

Shinsei Bank Ltd.

1,543,000

3,612,636

Ship Healthcare Holdings, Inc.

67,000

2,749,303

SoftBank Corp.

129,700

9,685,854

Toyota Motor Corp.

173,400

11,242,942

USS Co. Ltd.

28,800

421,762

TOTAL JAPAN

122,439,241

Kenya - 0.1%

Safaricom Ltd.

18,905,500

2,093,228

 

Shares

Value

Korea (South) - 0.4%

Hyundai Motor Co.

12,766

$ 3,043,303

NHN Corp.

4,224

2,376,118

Orion Corp.

742

723,626

TOTAL KOREA (SOUTH)

6,143,047

Luxembourg - 0.2%

Brait SA

363,375

1,770,045

Eurofins Scientific SA

3,000

822,593

TOTAL LUXEMBOURG

2,592,638

Mexico - 0.1%

Alsea S.A.B. de CV

519,500

1,615,767

Netherlands - 1.6%

AEGON NV

292,700

2,328,980

ASML Holding NV

45,507

4,306,782

European Aeronautic Defence and Space Co. (EADS) NV

24,000

1,649,177

Exact Holdings NV

10,177

269,517

Koninklijke Ahold NV

149,342

2,842,823

Koninklijke Philips Electronics NV

155,100

5,481,348

Randstad Holding NV

44,718

2,759,840

Royal DSM NV

32,700

2,476,988

Yandex NV (a)

54,300

2,001,498

TOTAL NETHERLANDS

24,116,953

New Zealand - 0.2%

Ryman Healthcare Group Ltd.

459,616

2,866,303

Norway - 0.4%

DNB ASA

365,200

6,472,077

Philippines - 0.1%

Alliance Global Group, Inc.

1,671,800

1,019,367

Russia - 0.2%

Mobile TeleSystems OJSC sponsored ADR

143,200

3,264,960

Singapore - 1.0%

Avago Technologies Ltd.

278,000

12,629,540

Global Logistic Properties Ltd.

1,015,000

2,524,835

TOTAL SINGAPORE

15,154,375

South Africa - 0.6%

Distell Group Ltd.

126,410

1,693,652

Naspers Ltd. Class N

80,100

7,492,357

TOTAL SOUTH AFRICA

9,186,009

Spain - 1.7%

Amadeus IT Holding SA Class A

82,100

3,048,739

Antena 3 de Television SA

93,500

1,567,828

Banco Bilbao Vizcaya Argentaria SA

799,331

9,341,727

Criteria CaixaCorp SA (d)

259,900

1,351,175

Distribuidora Internacional de Alimentacion SA

352,600

3,223,374

Common Stocks - continued

Shares

Value

Spain - continued

Grifols SA ADR

75,442

$ 2,275,331

Inditex SA

28,781

4,728,366

TOTAL SPAIN

25,536,540

Sweden - 1.9%

ASSA ABLOY AB (B Shares)

110,600

5,490,701

Intrum Justitia AB

115,000

3,061,319

Investment AB Kinnevik (B Shares)

145,500

5,361,903

Nordea Bank AB

374,200

4,792,957

Svenska Cellulosa AB (SCA) (B Shares)

222,500

6,317,852

Svenska Handelsbanken AB (A Shares)

77,300

3,502,331

TOTAL SWEDEN

28,527,063

Switzerland - 3.1%

Actelion Ltd.

13,000

1,006,502

Credit Suisse Group

63,657

1,980,240

Lonza Group AG

47,211

4,219,774

Partners Group Holding AG

13,818

3,580,329

Roche Holding AG (participation certificate)

49,858

13,803,196

Schindler Holding AG (participation certificate)

15,402

2,184,645

SGS SA (Reg.)

490

1,148,113

Swatch Group AG (Bearer)

2,200

1,407,505

Syngenta AG (Switzerland)

11,110

4,484,181

UBS AG

506,231

9,791,049

Zurich Insurance Group AG

10,593

2,929,171

TOTAL SWITZERLAND

46,534,705

Taiwan - 0.3%

ECLAT Textile Co. Ltd.

149,940

1,647,888

Taiwan Semiconductor Manufacturing Co. Ltd.

706,000

2,597,103

TOTAL TAIWAN

4,244,991

United Kingdom - 7.2%

Aberdeen Asset Management PLC

355,842

2,526,997

Alabama Noor Hospitals Group PLC (a)

169,000

2,303,284

Associated British Foods PLC

96,800

3,518,591

Barclays PLC

1,419,228

5,971,353

BG Group PLC

240,300

4,906,758

BHP Billiton PLC

154,101

4,755,325

British American Tobacco PLC (United Kingdom)

49,900

2,753,097

Croda International PLC

38,600

1,507,671

Diageo PLC

264,983

8,446,990

Foxtons Group PLC

134,300

686,385

Hikma Pharmaceuticals PLC

239,015

4,602,672

Hilton Food Group PLC

262,800

1,803,479

HSBC Holdings PLC (United Kingdom)

756,850

8,296,094

Intertek Group PLC

55,600

2,970,446

ITV PLC

907,700

2,778,370

Jazztel PLC (a)

284,917

3,125,716

Legal & General Group PLC

1,589,267

5,511,823

 

Shares

Value

Liberty Global PLC Class A (a)

37,000

$ 2,899,690

London Stock Exchange Group PLC

107,700

2,835,507

Meggitt PLC

419,676

3,852,401

Next PLC

57,000

4,976,392

Ocado Group PLC (a)

511,100

3,556,620

Persimmon PLC

129,000

2,616,508

Reckitt Benckiser Group PLC

48,500

3,770,042

Rolls-Royce Group PLC

271,600

5,008,060

Rotork PLC

44,510

2,043,247

Royal Mail PLC

106,500

956,268

SABMiller PLC

92,100

4,805,284

Taylor Wimpey PLC

1,155,900

2,042,414

The Restaurant Group PLC

123,700

1,142,442

Ultra Electronics Holdings PLC

36,900

1,144,260

Vodafone Group PLC

420,400

1,539,825

TOTAL UNITED KINGDOM

109,654,011

United States of America - 49.8%

A.O. Smith Corp.

21,000

1,084,650

Accuray, Inc. (a)

235,000

1,586,250

Adobe Systems, Inc. (a)

289,000

15,663,800

Agios Pharmaceuticals, Inc. (d)

20,000

463,200

Alexion Pharmaceuticals, Inc. (a)

44,000

5,409,800

Alliance Data Systems Corp. (a)

6,000

1,422,360

Amazon.com, Inc. (a)

23,000

8,372,690

American International Group, Inc.

145,000

7,489,250

Ameriprise Financial, Inc.

175,400

17,634,716

Amphenol Corp. Class A

15,000

1,204,350

Applied Micro Circuits Corp. (a)

104,000

1,212,640

Bank of America Corp.

2,436,400

34,012,144

Beam, Inc.

23,900

1,608,470

Biogen Idec, Inc. (a)

66,000

16,116,540

Bluebird Bio, Inc. (d)

27,100

575,875

Boston Scientific Corp. (a)

275,300

3,218,257

Bristol-Myers Squibb Co.

87,000

4,569,240

Cabot Oil & Gas Corp.

1,002,000

35,390,640

CalAmp Corp. (a)

14,000

329,420

Callidus Software, Inc. (a)

50,000

517,500

CBS Corp. Class B

171,000

10,112,940

Celldex Therapeutics, Inc. (a)

89,100

2,041,281

Citigroup, Inc.

204,000

9,951,120

Criteo SA sponsored ADR

1,823

64,370

Cummins, Inc.

223,000

28,325,460

Discovery Communications, Inc. Class A (a)

42,000

3,734,640

Eastman Chemical Co.

292,500

23,046,075

Ecolab, Inc.

168,000

17,808,000

EOG Resources, Inc.

97,000

17,304,800

EQT Corp.

138,000

11,814,180

Estee Lauder Companies, Inc. Class A

12,800

908,288

Facebook, Inc. Class A (a)

78,000

3,920,280

FedEx Corp.

134,000

17,554,000

Gilead Sciences, Inc. (a)

382,000

27,118,180

Google, Inc. Class A (a)

30,200

31,123,516

Common Stocks - continued

Shares

Value

United States of America - continued

Guidewire Software, Inc. (a)

53,000

$ 2,688,160

H&R Block, Inc.

56,000

1,592,640

Halozyme Therapeutics, Inc. (a)(d)

236,000

2,749,400

HealthStream, Inc. (a)

12,000

428,640

Illumina, Inc. (a)

174,500

16,317,495

inContact, Inc. (a)

102,506

778,021

Intercept Pharmaceuticals, Inc.

47,667

2,585,458

Johnson Controls, Inc.

66,000

3,045,900

KAR Auction Services, Inc.

7,000

208,040

KKR & Co. LP

157,000

3,446,150

Kroger Co.

414,300

17,748,612

MasterCard, Inc. Class A

60,400

43,312,839

McGraw-Hill Companies, Inc.

491,200

34,226,816

McKesson Corp.

23,000

3,595,820

Medivation, Inc. (a)

59,800

3,579,628

Monster Beverage Corp. (a)

3,000

171,690

Morgan Stanley

405,000

11,635,650

Netflix, Inc. (a)

28,000

9,029,440

Noble Energy, Inc.

156,000

11,689,080

Norfolk Southern Corp.

161,000

13,849,220

Pharmacyclics, Inc. (a)

14,300

1,696,552

Phillips 66 Partners LP

49,875

1,675,800

Pioneer Natural Resources Co.

151,900

31,106,082

priceline.com, Inc. (a)

7,700

8,114,491

Proto Labs, Inc. (a)

33,000

2,767,380

PVH Corp.

53,000

6,602,210

Regeneron Pharmaceuticals, Inc. (a)

11,231

3,230,036

Rock-Tenn Co. Class A

11,000

1,177,110

salesforce.com, Inc. (a)

48,900

2,609,304

ServiceNow, Inc. (a)

226,000

12,341,860

Sirius XM Radio, Inc.

607,000

2,288,390

Sohu.com, Inc. (a)

19,300

1,292,328

Spirit Airlines, Inc. (a)

59,900

2,584,685

SS&C Technologies Holdings, Inc. (a)

82,900

3,257,970

Synageva BioPharma Corp. (a)

15,100

767,080

Teledyne Technologies, Inc. (a)

16,000

1,421,120

The Blackstone Group LP

421,000

11,063,880

The Boeing Co.

56,000

7,308,000

The Cooper Companies, Inc.

109,800

14,187,258

TJX Companies, Inc.

227,900

13,854,041

TripAdvisor, Inc. (a)

71,000

5,872,410

Twenty-First Century Fox, Inc. Class A

212,000

7,224,960

United Therapeutics Corp. (a)

35,000

3,098,200

Visa, Inc. Class A

149,900

29,480,833

W.R. Grace & Co. (a)

18,000

1,649,880

Web.com Group, Inc. (a)

137,100

3,694,845

WhiteWave Foods Co.

40,000

800,400

Workday, Inc. Class A

218,300

16,344,121

Xylem, Inc.

88,000

3,036,000

Yahoo!, Inc. (a)

399,000

13,139,070

TOTAL UNITED STATES OF AMERICA

759,073,917

 

Shares

Value

US Virgin Islands - 0.0%

Altisource Residential Corp. Class B

25,000

$ 664,250

TOTAL COMMON STOCKS

(Cost $1,165,169,491)


1,465,615,571

Nonconvertible Preferred Stocks - 0.7%

 

 

 

 

Germany - 0.7%

Volkswagen AG

39,200

9,963,495

United Kingdom - 0.0%

Rolls-Royce Group PLC Series C

23,357,600

37,452

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $7,496,985)


10,000,947

Convertible Bonds - 0.1%

 

Principal Amount

 

United States of America - 0.1%

MGIC Investment Corp. 2% 4/1/20

$ 700,000

954,310

Radian Group, Inc. 2.25% 3/1/19

620,000

935,394

TOTAL CONVERTIBLE BONDS

(Cost $1,320,000)


1,889,704

Government Obligations - 0.0%

 

United States of America - 0.0%

U.S. Treasury Bills, yield at date of purchase 0.02% 1/2/14 (e)
(Cost $414,989)

415,000


414,982

Money Market Funds - 3.3%

Shares

 

Fidelity Cash Central Fund, 0.09% (b)

45,067,881

45,067,881

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

4,680,338

4,680,338

TOTAL MONEY MARKET FUNDS

(Cost $49,748,219)


49,748,219

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $1,224,149,684)

1,527,669,423

NET OTHER ASSETS (LIABILITIES) - (0.2)%

(2,644,309)

NET ASSETS - 100%

$ 1,525,025,114

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/(Depreciation)

Purchased

Equity Index Contracts

92 Nikkei 225 Index Contracts (Japan)

Dec. 2013

$ 6,653,900

$ 248,032

 

The face value of futures purchased as a percentage of net assets is 0.4%

Legend

(a) Non-income producing

(b) Affiliated fund that is generally 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 or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $414,982.

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

$ 50,995

Fidelity Securities Lending Cash Central Fund

356,949

Total

$ 407,944

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, 2013, 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 Investment 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

$ 195,094,745

$ 168,158,697

$ 25,501,633

$ 1,434,415

Consumer Staples

96,269,397

61,281,831

34,987,566

-

Energy

136,117,946

125,467,069

10,650,877

-

Financials

302,503,944

230,929,341

71,574,603

-

Health Care

213,703,702

194,558,830

19,144,872

-

Industrials

178,362,200

157,284,362

21,077,838

-

Information Technology

238,545,382

220,583,013

17,962,369

-

Materials

80,101,344

70,861,838

9,239,506

-

Telecommunication Services

30,899,697

12,687,831

18,211,866

-

Utilities

4,018,161

4,018,161

-

-

Corporate Bonds

1,889,704

-

1,889,704

-

Government Obligations

414,982

-

414,982

-

Money Market Funds

49,748,219

49,748,219

-

-

Total Investments in Securities:

$ 1,527,669,423

$ 1,295,579,192

$ 230,655,816

$ 1,434,415

Derivative Instruments:

Assets

Futures Contracts

$ 248,032

$ 248,032

$ -

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2013. 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

$ 43,000,101

Level 2 to Level 1

$ 0

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of October 31, 2013. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 248,032

$ -

Total Value of Derivatives

$ 248,032

$ -

(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

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, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $4,617,353) - See accompanying schedule:

Unaffiliated issuers (cost $1,174,401,466)

$ 1,477,921,205

 

Fidelity Central Funds (cost $49,748,218)

49,748,218

 

Total Investments (cost $1,224,149,684)

 

$ 1,527,669,423

Cash

 

46,236

Foreign currency held at value (cost $145)

145

Receivable for investments sold

52,033,895

Receivable for fund shares sold

1,918,441

Dividends receivable

1,641,222

Interest receivable

3,492

Distributions receivable from Fidelity Central Funds

12,107

Prepaid expenses

4,783

Other receivables

265,654

Total assets

1,583,595,398

 

 

 

Liabilities

Payable for investments purchased

$ 51,567,924

Payable for fund shares redeemed

859,404

Accrued management fee

988,981

Distribution and service plan fees payable

18,778

Payable for daily variation margin for derivative instruments

57,500

Other affiliated payables

294,730

Other payables and accrued expenses

102,629

Collateral on securities loaned, at value

4,680,338

Total liabilities

58,570,284

 

 

 

Net Assets

$ 1,525,025,114

Net Assets consist of:

 

Paid in capital

$ 1,104,816,841

Undistributed net investment income

5,154,082

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

111,364,032

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

303,690,159

Net Assets

$ 1,525,025,114

Statement of Assets and Liabilities - continued

  

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($28,661,272 ÷ 1,138,130 shares)

$ 25.18

 

 

 

Maximum offering price per share (100/94.25 of $25.18)

$ 26.72

Class T:
Net Asset Value
and redemption price per share ($9,822,410 ÷ 392,095 shares)

$ 25.05

 

 

 

Maximum offering price per share (100/96.50 of $25.05)

$ 25.96

Class B:
Net Asset Value
and offering price per share ($709,889 ÷ 28,601 shares)A

$ 24.82

 

 

 

Class C:
Net Asset Value
and offering price per share ($10,777,727 ÷ 434,922 shares)A

$ 24.78

 

 

 

Worldwide:
Net Asset Value
, offering price and redemption price per share ($1,464,415,231 ÷ 57,635,498 shares)

$ 25.41

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($10,638,585 ÷ 420,307 shares)

$ 25.31

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

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

Annual Report

Statement of Operations

  

Year ended October 31, 2013

Investment Income

  

  

Dividends

 

$ 20,251,766

Interest

 

18,336

Income from Fidelity Central Funds

 

407,944

Income before foreign taxes withheld

 

20,678,046

Less foreign taxes withheld

 

(1,095,825)

Total income

 

19,582,221

 

 

 

Expenses

Management fee
Basic fee

$ 9,069,757

Performance adjustment

1,622,176

Transfer agent fees

2,711,063

Distribution and service plan fees

156,379

Accounting and security lending fees

588,006

Custodian fees and expenses

172,916

Independent trustees' compensation

7,367

Registration fees

94,174

Audit

74,846

Legal

4,009

Miscellaneous

10,331

Total expenses before reductions

14,511,024

Expense reductions

(321,971)

14,189,053

Net investment income (loss)

5,393,168

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

124,060,205

Foreign currency transactions

(172,714)

Futures contracts

3,571,502

Total net realized gain (loss)

 

127,458,993

Change in net unrealized appreciation (depreciation) on:

Investment securities

200,652,376

Assets and liabilities in foreign currencies

(4,939)

Futures contracts

248,032

Total change in net unrealized appreciation (depreciation)

 

200,895,469

Net gain (loss)

328,354,462

Net increase (decrease) in net assets resulting from operations

$ 333,747,630

Statement of Changes in Net Assets

  

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 5,393,168

$ 9,012,042

Net realized gain (loss)

127,458,993

52,879,353

Change in net unrealized appreciation (depreciation)

200,895,469

45,589,333

Net increase (decrease) in net assets resulting from operations

333,747,630

107,480,728

Distributions to shareholders from net investment income

(8,778,977)

(4,089,511)

Distributions to shareholders from net realized gain

(4,461,887)

-

Total distributions

(13,240,864)

(4,089,511)

Share transactions - net increase (decrease)

92,658,787

(126,253,328)

Redemption fees

24,982

23,898

Total increase (decrease) in net assets

413,190,535

(22,838,213)

 

 

 

Net Assets

Beginning of period

1,111,834,579

1,134,672,792

End of period (including undistributed net investment income of $5,154,082 and undistributed net investment income of $7,478,979, respectively)

$ 1,525,025,114

$ 1,111,834,579

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

Annual Report

Financial Highlights - Class A

Years ended October 31,

2013

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.69

$ 17.89

$ 17.50

$ 14.96

$ 10.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .02

.10

.05

.03

(.01)

Net realized and unrealized gain (loss)

  5.66

1.72

.47

2.63

4.09

Total from investment operations

  5.68

1.82

.52

2.66

4.08

Distributions from net investment income

  (.11)

(.02)

(.08)

(.10)

-

Distributions from net realized gain

  (.08)

-

(.05)

(.02)

-

Total distributions

  (.19)

(.02)

(.13)

(.12)

-

Redemption fees added to paid in capital E, J

  -

-

-

-

-

Net asset value, end of period

$ 25.18

$ 19.69

$ 17.89

$ 17.50

$ 14.96

Total Return B, C, D

  29.10%

10.20%

2.94%

17.85%

37.50%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.45%

1.43%

1.41%

1.43%

1.52% A

Expenses net of fee waivers, if any

  1.45%

1.43%

1.40%

1.43%

1.52% A

Expenses net of all reductions

  1.42%

1.41%

1.38%

1.41%

1.49% A

Net investment income (loss)

  .09%

.52%

.28%

.21%

(.06)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 28,661

$ 18,723

$ 13,153

$ 7,530

$ 993

Portfolio turnover rate G

  161%

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,

2013

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.61

$ 17.83

$ 17.46

$ 14.94

$ 10.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  (.04)

.05

.01

(.01)

(.01)

Net realized and unrealized gain (loss)

  5.63

1.73

.45

2.62

4.07

Total from investment operations

  5.59

1.78

.46

2.61

4.06

Distributions from net investment income

  (.07)

-

(.04)

(.08)

-

Distributions from net realized gain

  (.08)

-

(.05)

(.02)

-

Total distributions

  (.15)

-

(.09)

(.09) K

-

Redemption fees added to paid in capital E, J

  -

-

-

-

-

Net asset value, end of period

$ 25.05

$ 19.61

$ 17.83

$ 17.46

$ 14.94

Total Return B, C, D

  28.73%

9.98%

2.61%

17.53%

37.32%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  1.71%

1.68%

1.66%

1.70%

1.73% A

Expenses net of fee waivers, if any

  1.70%

1.68%

1.65%

1.70%

1.73% A

Expenses net of all reductions

  1.68%

1.66%

1.63%

1.68%

1.70% A

Net investment income (loss)

  (.16)%

.26%

.03%

(.05)%

(.08)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,822

$ 5,550

$ 2,187

$ 1,120

$ 458

Portfolio turnover rate G

  161%

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,

2013

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.44

$ 17.77

$ 17.39

$ 14.89

$ 10.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  (.14)

(.04)

(.09)

(.09)

(.03)

Net realized and unrealized gain (loss)

  5.59

1.71

.47

2.61

4.04

Total from investment operations

  5.45

1.67

.38

2.52

4.01

Distributions from net investment income

  -

-

-

(.01)

-

Distributions from net realized gain

  (.07)

-

-

(.01)

-

Total distributions

  (.07)

-

-

(.02)

-

Redemption fees added to paid in capital E, J

  -

-

-

-

-

Net asset value, end of period

$ 24.82

$ 19.44

$ 17.77

$ 17.39

$ 14.89

Total Return B, C, D

  28.13%

9.40%

2.19%

16.92%

36.86%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  2.19%

2.18%

2.16%

2.19%

2.20% A

Expenses net of fee waivers, if any

  2.19%

2.18%

2.16%

2.19%

2.20% A

Expenses net of all reductions

  2.17%

2.16%

2.13%

2.17%

2.17% A

Net investment income (loss)

  (.65)%

(.23)%

(.47)%

(.55)%

(.30)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 710

$ 304

$ 256

$ 305

$ 224

Portfolio turnover rate G

  161%

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,

2013

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.41

$ 17.74

$ 17.36

$ 14.89

$ 10.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  (.14)

(.04)

(.09)

(.09)

(.04)

Net realized and unrealized gain (loss)

  5.58

1.71

.47

2.61

4.05

Total from investment operations

  5.44

1.67

.38

2.52

4.01

Distributions from net investment income

  -

-

-

(.03)

-

Distributions from net realized gain

  (.07)

-

-

(.02)

-

Total distributions

  (.07)

-

-

(.05)

-

Redemption fees added to paid in capital E, J

  -

-

-

-

-

Net asset value, end of period

$ 24.78

$ 19.41

$ 17.74

$ 17.36

$ 14.89

Total Return B, C, D

  28.12%

9.41%

2.19%

16.94%

36.86%

Ratios to Average Net Assets F, I

 

 

 

 

 

Expenses before reductions

  2.15%

2.18%

2.16%

2.19%

2.18% A

Expenses net of fee waivers, if any

  2.14%

2.18%

2.15%

2.19%

2.18% A

Expenses net of all reductions

  2.12%

2.16%

2.13%

2.16%

2.15% A

Net investment income (loss)

  (.60)%

(.23)%

(.47)%

(.54)%

(.39)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,778

$ 1,726

$ 1,297

$ 710

$ 335

Portfolio turnover rate G

  161%

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,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.85

$ 18.02

$ 17.58

$ 14.98

$ 13.40

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .10

.16

.11

.08

.12

Net realized and unrealized gain (loss)

  5.70

1.74

.48

2.63

1.63

Total from investment operations

  5.80

1.90

.59

2.71

1.75

Distributions from net investment income

  (.16)

(.07)

(.10)

(.10)

(.17)

Distributions from net realized gain

  (.08)

-

(.05)

(.02)

-

Total distributions

  (.24)

(.07)

(.15)

(.11) G

(.17)

Redemption fees added to paid in capital B, F

  -

-

-

-

-

Net asset value, end of period

$ 25.41

$ 19.85

$ 18.02

$ 17.58

$ 14.98

Total Return A

  29.54%

10.56%

3.32%

18.18%

13.39%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.11%

1.11%

1.08%

1.15%

1.27%

Expenses net of fee waivers, if any

  1.11%

1.11%

1.08%

1.15%

1.27%

Expenses net of all reductions

  1.08%

1.09%

1.05%

1.12%

1.24%

Net investment income (loss)

  .43%

.84%

.60%

.50%

.92%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,464,415

$ 1,081,240

$ 1,114,694

$ 1,087,928

$ 991,996

Portfolio turnover rate D

  161%

186%

203%

166%

224%

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,

2013

2012

2011

2010

2009 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.78

$ 17.98

$ 17.57

$ 15.00

$ 10.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .08

.14

.10

.07

.06

Net realized and unrealized gain (loss)

  5.68

1.74

.47

2.63

4.06

Total from investment operations

  5.76

1.88

.57

2.70

4.12

Distributions from net investment income

  (.15)

(.08)

(.11)

(.11)

-

Distributions from net realized gain

  (.08)

-

(.05)

(.02)

-

Total distributions

  (.23)

(.08)

(.16)

(.13)

-

Redemption fees added to paid in capital D, I

  -

-

-

-

-

Net asset value, end of period

$ 25.31

$ 19.78

$ 17.98

$ 17.57

$ 15.00

Total Return B, C

  29.44%

10.49%

3.23%

18.08%

37.87%

Ratios to Average Net Assets E, H

 

 

 

 

 

Expenses before reductions

  1.17%

1.18%

1.13%

1.21%

1.17% A

Expenses net of fee waivers, if any

  1.17%

1.18%

1.13%

1.21%

1.17% A

Expenses net of all reductions

  1.14%

1.16%

1.10%

1.19%

1.15% A

Net investment income (loss)

  .37%

.77%

.56%

.44%

.62% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,639

$ 4,291

$ 3,086

$ 335

$ 290

Portfolio turnover rate F

  161%

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, 2013

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. Class B shares are 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.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally 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) website 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 website 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:

Investment 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 currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment 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 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 may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be 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 and U.S. 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. When independent prices

Annual Report

Fidelity Worldwide Fund
Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (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, 2013, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily 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. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. 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 U.S. Federal income taxes is required. As of October 31, 2013, 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. The 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

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), partnerships, deferred trustees compensation, 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

$ 303,709,710

Gross unrealized depreciation

(8,652,395)

Net unrealized appreciation (depreciation) on securities and other investments

$ 295,057,315

 

 

Tax Cost

$ 1,232,612,108

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

Undistributed ordinary income

$ 60,493,370

Undistributed long-term capital gain

$ 64,735,706

Net unrealized appreciation (depreciation)

$ 294,979,703

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 9,335,754

$ 4,089,511

Long-term Capital Gain

3,905,110

-

Total

$ 13,240,864

$ 4,089,511

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 30 days may have been 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. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, Accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These updates create 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 expects that the impact of the updates' adoption will be limited to additional financial statement disclosures as applicable.

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 asset 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.

Annual Report

Fidelity Worldwide Fund
Notes to Financial Statements - continued

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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 may be mitigated by 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 and to fluctuations in currency values.

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 daily 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, if any, is included in daily variation margin for derivative instruments 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 presented 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 or index at period end and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $3,571,502 and a change in net unrealized appreciation (depreciation) of $248,032 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 $2,101,815,224 and $2,010,981,925, 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 .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR, including any mutual funds previously advised by FMR that are currently advised by Fidelity SelectCo, LLC, an affiliate of 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 over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .83% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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%

$ 56,465

$ 3,136

Class T

.25%

.25%

36,494

-

Class B

.75%

.25%

5,173

3,899

Class C

.75%

.25%

58,247

12,257

 

 

 

$ 156,379

$ 19,292

Annual Report

6. Fees and Other Transactions with Affiliates - continued

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

$ 14,423

Class T

2,887

Class B*

453

Class C*

1,575

 

$ 19,338

* 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

$ 67,227

.30

Class T

22,437

.31

Class B

1,543

.30

Class C

15,419

.26

Worldwide

2,587,472

.21

Institutional Class

16,965

.27

 

$ 2,711,063

 

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. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $41,416 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 $2,710 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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any

Annual Report

Fidelity Worldwide Fund
Notes to Financial Statements - continued

8. Security Lending - continued

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 $356,949, including $3,404 from securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom FMR, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $307,457 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 $92.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $14,422.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012

From net investment income

 

 

Class A

$ 102,433

$ 16,598

Class T

21,836

-

Class B

-

-

Class C

-

-

Worldwide

8,622,428

4,059,519

Institutional Class

32,280

13,394

Total

$ 8,778,977

$ 4,089,511

From net realized gain

 

 

Class A

$ 75,180

$ -

Class T

23,606

-

Class B

1,126

-

Class C

6,545

-

Worldwide

4,338,328

-

Institutional Class

17,102

-

Total

$ 4,461,887

$ -

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Class A

 

 

 

 

Shares sold

491,761

433,206

$ 11,054,215

$ 8,109,308

Reinvestment of distributions

6,945

720

138,266

12,524

Shares redeemed

(311,295)

(218,566)

(6,852,432)

(4,053,305)

Net increase (decrease)

187,411

215,360

$ 4,340,049

$ 4,068,527

Class T

 

 

 

 

Shares sold

169,111

202,603

$ 3,777,852

$ 3,780,147

Reinvestment of distributions

2,272

-

45,089

-

Shares redeemed

(62,341)

(42,181)

(1,376,268)

(800,428)

Net increase (decrease)

109,042

160,422

$ 2,446,673

$ 2,979,719

Class B

 

 

 

 

Shares sold

20,337

4,060

$ 444,905

$ 73,532

Reinvestment of distributions

53

-

1,043

-

Shares redeemed

(7,424)

(2,808)

(167,624)

(51,407)

Net increase (decrease)

12,966

1,252

$ 278,324

$ 22,125

Annual Report

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Class C

 

 

 

 

Shares sold

396,584

38,075

$ 8,655,233

$ 696,495

Reinvestment of distributions

325

-

6,404

-

Shares redeemed

(50,941)

(22,245)

(1,138,699)

(407,626)

Net increase (decrease)

345,968

15,830

$ 7,522,938

$ 288,869

Worldwide

 

 

 

 

Shares sold

11,150,143

8,155,382

$ 252,015,125

$ 150,136,706

Reinvestment of distributions

628,809

226,349

12,588,791

3,956,581

Shares redeemed

(8,612,327)

(15,784,478)

(191,232,967)

(288,554,381)

Net increase (decrease)

3,166,625

(7,402,747)

$ 73,370,949

$ (134,461,094)

Institutional Class

 

 

 

 

Shares sold

275,603

111,552

$ 6,347,280

$ 2,100,045

Reinvestment of distributions

2,425

745

48,393

12,982

Shares redeemed

(74,630)

(67,062)

(1,695,819)

(1,264,501)

Net increase (decrease)

203,398

45,235

$ 4,699,854

$ 848,526

12. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity 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, 2013, 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, 2013, 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, 2013, 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 13, 2013

Annual Report


Trustees and Officers

The Trustees, Member 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, Ned C. Lautenbach, Ronald P. O'Hanley, and William S. Stavropoulos, each of the Trustees oversees 171 funds. Mr. Curvey oversees 394 funds. Mr. Lautenbach, Mr. O'Hanley, and Mr. Stavropoulos each oversees 245 funds.

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 of the trust and the funds (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 Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

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, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. 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 (1957)

Year of Election or Appointment: 2011

Trustee

 

Mr. O'Hanley also serves as Trustee of other Fidelity funds. He is Director of Fidelity SelectCo, LLC (2013-present), 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, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. 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 (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. 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 (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. 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 (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. 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 (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. 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 (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), 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) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. 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). 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).

+ 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 Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Executive officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity 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).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is 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).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is 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).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other 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); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-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 Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Joseph A. Hanlon (1968)

Year of Election or Appointment: 2012

Chief Compliance Officer

 

Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).

Bruce T. Herring (1965)

Year of Election or Appointment: 2006

Vice President of certain Equity Funds

 

Mr. Herring also serves as Vice President of other funds. He serves as Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). 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 (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Vice President of other funds. Mr. Hogan 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.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Christine Reynolds (1958)

Year of Election or Appointment: 2008

Chief Financial Officer

 

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Gary W. Ryan (1958)

Year of Election or Appointment: 2005

Assistant Treasurer

 

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

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, 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 LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other 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).

Annual Report


Distributions (Unaudited)

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

 

Pay Date

Record Date

Dividends

Capital Gains

Fidelity Diversified International Fund

12/09/13

12/06/13

$0.318

$0.234

Fidelity International Capital Appreciation Fund

12/09/13

12/06/13

$0.119

$0.000

Fidelity Overseas Fund

12/09/13

12/06/13

$0.512

$0.177

Fidelity Worldwide Fund

12/09/13

12/06/13

$0.087

$1.979

The funds hereby designate as capital gain dividend the amounts noted below for the taxable year ended October 31, 2013, or, if subsequently determined to be different, the net capital gain of such year.

Fidelity Worldwide Fund

$66,159,543

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

92%

Fidelity International Capital Appreciation Fund

100%

Fidelity Overseas Fund

100%

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:

 

12/07/12

12/27/12

Fidelity Diversified International Fund

4%

0.0%

Fidelity International Capital Appreciation Fund

21%

62%

Fidelity Overseas Fund

2%

0.0%

Fidelity Worldwide Fund

65%

0.0%

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

12/10/12

$0.441

$0.0230

Fidelity International Capital Appreciation Fund

12/10/12

$0.117

$0.0143

 

12/28/12

$0.005

$0.0000

Fidelity Overseas Fund

12/10/12

$0.550

$0.0621

Fidelity Worldwide Fund

12/10/12

$0.000

$0.0000

The funds will notify shareholders in January 2014 of amounts for use in preparing 2013 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, covers an extensive agenda of topics and materials and 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 2013 meeting, the Board, 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 was in the best interests of each fund and its shareholders and that the compensation payable under the Advisory Contracts was 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, was 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, which is a part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Fidelity Management & Research Company (FMR), and the sub-advisers (together, the Investment Advisers) as it relates to the funds, 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 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 also 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. Further, the Board 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 to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (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 portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (v) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vi) strengthening Fidelity's index fund offerings by reducing investment minimums and adopting or lowering existing expense caps for certain funds and classes; (vii) enhancing Global Asset Allocation product offerings by launching new funds and strategies, including "open architecture" target date funds that utilize affiliated and unaffiliated sub-advisers; (viii) modifying the eligibility criteria for Institutional Class shares of Advisor funds to increase their marketability to a portion of the defined contribution plan market; (ix) creating a new low-cost retirement share class for certain Advisor funds to appeal to large retirement plans; (x) transitioning the management of certain Fidelity commodity funds to Geode Capital Management LLC, a registered commodity pool operator, while retaining administrative responsibilities for the funds; (xi) reorganizing a number of funds; and (xii) taking steps toward establishing a new Fidelity adviser to manage sector-based funds and products.

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 and its performance history. The Board noted that there was a portfolio management change for Fidelity Overseas Fund in January 2012.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for each fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of mutual funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved.  In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following:  general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for each fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box) and 75th percentile (bottom of box) of the peer universe. Returns of the benchmark index are "net MA," i.e., adjusted for tax withholding rates applicable to U.S.-based mutual funds organized as Massachusetts business trusts.

Annual Report

Fidelity Diversified International Fund

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Fidelity International Capital Appreciation Fund

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Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Fidelity Overseas Fund

ibd1167440

Fidelity Worldwide Fund

ibd1167442

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, a securities index, thus leading to a performance adjustment for the same period. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for each fund's shareholders and helps to more closely align the interests of FMR and each fund's shareholders.

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

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

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 in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than a fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than a fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which a fund's management fee ranked and the impact of a fund's performance adjustment, is also included in the charts and considered by the Board.

Annual Report

Fidelity Diversified International Fund

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Fidelity International Capital Appreciation Fund

ibd1167446

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

Fidelity Overseas Fund

ibd1167448

Fidelity Worldwide Fund

ibd1167450

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 2012. The Board also noted the effect of each of Fidelity Diversified International Fund's, Fidelity International Capital Appreciation Fund's, and Fidelity Worldwide Fund's positive performance adjustment and Fidelity Overseas Fund's negative performance adjustment on the fund's management fee ranking.

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 Fidelity 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.

In its review of the total expense ratio of each class of each of Fidelity Diversified International Fund, Fidelity Overseas Fund, and Fidelity 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 Fidelity 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.

Annual Report

The Board noted that the total expense ratio of Fidelity International Capital Appreciation Fund and each class of each of Fidelity Diversified International Fund and Fidelity Overseas Fund ranked below its competitive median for 2012.

The Board noted that the total expense ratio of each of Class A, Class B, and the retail class of Fidelity Worldwide Fund ranked below its competitive median for 2012 and the total expense ratio of each of Class T, Class C, and Institutional Class ranked above its competitive median for 2012. The Board considered that, in general, various factors 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 2013 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 Fidelity International Capital Appreciation Fund and the total expense ratio of each class of Fidelity Diversified International Fund, Fidelity Overseas Fund, and Fidelity 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 servicing each fund's 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 the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

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

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

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

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

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

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

Amendment to Description of Group Fee Rate. At its July 2013 meeting, the Board voted to approve an amendment to each fund's management contract to modify the description of the "group fee rate" effective August 1, 2013. The Board noted that under the prior description in the contract, the group fee rate was based on the average net assets of all registered investment companies with which FMR has management contracts. Under the contract's tiered asset breakpoint schedule, the group fee rate is lower as total fund assets under FMR's management increase, and higher as total fund assets under FMR's management decrease. The Board considered that the prior description would have excluded the assets of 64 Fidelity sector funds from the group fee rate calculation once Fidelity SelectCo, LLC, an affiliate of FMR, assumed management responsibilities for those funds. The Board noted that modifying the description of the group fee rate to continue to include the assets of those 64 funds for purposes of determining group fee rate breakpoints would avoid an immediate adverse impact on the group fee rate for any fund.

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 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) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; and (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results.

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

245 Summer Street
Boston, MA 02210
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®) ibd1167452
1-800-544-5555

ibd1167452
Automated line for quickest service

ibd1167455

IBD-UANNPRO-1213
1.784774.110

Fidelity®

Diversified International
Fund -

Class K

Annual Report

October 31, 2013

(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. © 2013 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, 2013

Past 1
year

Past 5
years

Past 10
years

Class K A

25.86%

12.38%

7.96%

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, 2003. 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. See footnote A above for additional information regarding the performance of Class K.

dif164743

Annual Report


Management's Discussion of Fund Performance

Market Recap: On balance, global equity markets remained upbeat for the 12-month period ending October 31, 2013. The MSCI® ACWI® (All Country World Index) Index gained 23.75% for the period, amid investor preference for higher-risk assets. The period was not without turbulence, however. In the spring and summer, central banks worldwide, especially in the U.S. and China, made clear their intentions to maintain accommodative monetary policies. That stance, combined with modest cyclical improvements around the globe and generally low valuations, underpinned the broad rally in equities. Europe (+32%) shone brightly, with most markets in the region - large and small - registering solid, index-beating gains. Another bright spot was Japan, which, despite a struggling yen and taking a second-half breather, posted a 34% result for the full year. The U.S. - by far the index's biggest constituent - also outperformed the global market with a roughly 28% advance. Meanwhile, Asia-Pacific ex Japan (+14%) lagged, hurt in part by a slowdown in Australia's mining industry as well as currency headwinds. Foreign-exchange and commodity weakness also curbed results in resource-heavy Canada and emerging markets (EM), both of which were up 7%. Country-level EM performance diverged meaningfully for the period, as evidenced by performance in Brazil (-1%), Russia (+12%), India (+1%) and China (+8%).

Comments from William Bower, Portfolio Manager of Fidelity® Diversified International Fund: For the year, the fund's Class K shares gained 25.86%, lagging the 27.02% return of the MSCI® EAFE® Index. Security selection in Europe and among banks and automotive-related stocks hurt the fund the most versus the index, followed by exposure to weak-performing emerging markets and a modest cash position, held for liquidity purposes. Conversely, some good picks in the U.K. and Japan and among gaming and Internet-related stocks helped narrow the performance gap. Among specific fund positions, underweighting Toyota Motor and Daimler detracted, while overweighting ORIX and SoftBank, both based in Japan, helped. I favored Honda over Toyota because of its motorcycles business and its finance facility, and because I thought the recovery in margins looked a little better for Honda. I was wrong: Toyota recovered quite sharply. I avoided Daimler because I think it has not executed as well as Volkswagen. VW is the biggest carmaker in China that is not locally owned, and China accounts for a good part of VW's earnings. I maintained the fund's automotive positioning through 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, 2013 to October 31, 2013).

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
B

Beginning
Account Value
May 1, 2013

Ending
Account Value
October 31, 2013

Expenses Paid
During Period
*
May 1, 2013
to October 31, 2013

Diversified International

.94%

 

 

 

Actual

 

$ 1,000.00

$ 1,096.20

$ 4.97

HypotheticalA

 

$ 1,000.00

$ 1,020.47

$ 4.79

Class K

.81%

 

 

 

Actual

 

$ 1,000.00

$ 1,097.30

$ 4.28

HypotheticalA

 

$ 1,000.00

$ 1,021.12

$ 4.13

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Annual Report

Fidelity Diversified International Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

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Japan

17.2%

 

dif164747

United Kingdom

16.9%

 

dif164749

United States of America*

9.1%

 

dif164751

Germany

9.1%

 

dif164753

France

8.7%

 

dif164755

Switzerland

6.1%

 

dif164757

Australia

3.4%

 

dif164759

Canada

2.9%

 

dif164761

Spain

2.8%

 

dif164763

Other

23.8%

 

dif164765

* 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, 2013

dif164745

United Kingdom

17.0%

 

dif164747

Japan

15.6%

 

dif164749

United States of America*

10.3%

 

dif164751

Germany

9.6%

 

dif164753

France

7.6%

 

dif164755

Switzerland

5.5%

 

dif164757

Australia

4.0%

 

dif164759

Canada

3.1%

 

dif164761

Netherlands

3.0%

 

dif164763

Other

24.3%

 

dif164777

* 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 as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks and Equity Futures

97.8

95.3

Investment Companies

0.3

0.5

Short-Term Investments and Net Other Assets (Liabilities)

1.9

4.2

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Sanofi SA (France, Pharmaceuticals)

2.5

2.7

ORIX Corp. (Japan, Diversified Financial Services)

2.1

1.9

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

1.8

2.0

Bayer AG (Germany, Pharmaceuticals)

1.7

1.4

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.6

1.6

SoftBank Corp. (Japan, Wireless Telecommunication Services)

1.5

0.8

Japan Tobacco, Inc. (Japan, Tobacco)

1.5

1.6

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

1.5

2.0

UBS AG (Switzerland, Capital Markets)

1.3

1.1

Nestle SA (Switzerland, Food Products)

1.3

1.8

 

16.8

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.0

20.3

Consumer Discretionary

17.6

15.2

Health Care

12.9

13.5

Consumer Staples

12.0

15.1

Information Technology

8.5

8.5

Industrials

7.3

6.9

Materials

6.3

6.9

Telecommunication Services

4.9

3.8

Energy

3.4

4.2

Utilities

0.3

0.0

Annual Report

Fidelity Diversified International Fund


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 95.5%

Shares

Value

Australia - 3.4%

Ansell Ltd.

2,715,502

$ 50,022,190

Australia & New Zealand Banking Group Ltd.

8,056,553

257,679,791

BHP Billiton Ltd. sponsored ADR (d)

4,306,764

304,445,147

CSL Ltd.

2,093,966

137,548,281

Telstra Corp. Ltd.

8,177,319

40,035,148

Westfield Group unit

8,390,026

85,800,794

TOTAL AUSTRALIA

875,531,351

Austria - 0.2%

Andritz AG

675,900

41,636,195

Bailiwick of Guernsey - 0.6%

Resolution Ltd.

29,452,783

168,780,693

Bailiwick of Jersey - 1.8%

Experian PLC

9,868,172

200,947,363

Shire PLC

1,224,700

54,303,735

Wolseley PLC

1,424,607

76,772,462

WPP PLC

6,745,809

143,315,049

TOTAL BAILIWICK OF JERSEY

475,338,609

Belgium - 2.7%

Anheuser-Busch InBev SA NV

4,048,330

419,665,009

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

5,250,900

7,129

KBC Groupe SA

4,332,813

236,197,506

UCB SA

698,200

45,901,243

TOTAL BELGIUM

701,770,887

Bermuda - 0.1%

Bunge Ltd.

478,600

39,307,418

Brazil - 0.3%

Petroleo Brasileiro SA - Petrobras sponsored ADR

1,594,800

27,797,364

TIM Participacoes SA sponsored ADR

1,924,200

48,913,164

TOTAL BRAZIL

76,710,528

Canada - 2.9%

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

2,173,627

147,222,499

Canadian Natural Resources Ltd.

2,431,200

77,157,635

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

4,261,200

142,959,551

Painted Pony Petroleum Ltd. (a)(e)

3,912,270

25,702,824

Painted Pony Petroleum Ltd. (a)(e)(f)

1,460,500

9,595,190

Potash Corp. of Saskatchewan, Inc.

2,013,200

62,559,517

Suncor Energy, Inc.

3,362,300

122,186,301

Tourmaline Oil Corp. (a)

1,111,900

43,115,252

TransForce, Inc.

1,194,200

26,446,150

Valeant Pharmaceuticals International, Inc. (Canada) (a)

978,800

103,404,613

TOTAL CANADA

760,349,532

Cayman Islands - 1.5%

Baidu.com, Inc. sponsored ADR (a)

868,884

139,803,436

 

Shares

Value

Sands China Ltd.

22,466,000

$ 159,664,207

SINA Corp. (a)

614,300

51,330,908

Tencent Holdings Ltd.

947,600

51,725,051

TOTAL CAYMAN ISLANDS

402,523,602

Denmark - 1.6%

Genmab A/S (a)

883,200

38,345,825

Novo Nordisk A/S Series B

2,288,739

381,195,520

TOTAL DENMARK

419,541,345

Finland - 0.3%

Sampo Oyj (A Shares)

1,449,300

68,656,091

France - 8.7%

Air Liquide SA

449,100

61,159,482

Arkema SA

619,900

70,380,381

AXA SA

5,244,800

131,028,741

BNP Paribas SA

2,882,076

213,422,585

Bureau Veritas SA

2,881,000

86,995,713

Cap Gemini SA

1,263,800

83,136,540

Dassault Aviation SA

29,665

36,374,749

Edenred SA

1,576,290

53,558,699

Essilor International SA

491,319

52,766,690

Kering SA

1,059,500

240,739,021

LVMH Moet Hennessy - Louis Vuitton SA

706,617

136,044,230

Publicis Groupe SA

2,067,100

172,409,747

Renault SA

577,300

50,564,814

Sanofi SA

5,938,932

633,228,146

Schneider Electric SA

1,231,600

103,760,314

Total SA sponsored ADR (d)

2,073,300

126,844,494

TOTAL FRANCE

2,252,414,346

Germany - 7.4%

adidas AG

1,594,180

181,990,984

Allianz SE

633,091

106,501,876

BASF AG

2,644,947

275,191,878

Bayer AG

3,517,662

437,204,706

Brenntag AG

356,900

60,475,706

Continental AG

305,000

55,884,651

Deutsche Post AG

1,736,779

58,775,934

Fresenius SE & Co. KGaA

1,044,700

135,787,398

GFK AG

910,553

53,222,859

Linde AG

653,429

124,162,692

OSRAM Licht AG (a)

502,125

26,019,379

ProSiebenSat.1 Media AG

1,156,290

55,073,943

SAP AG

3,664,328

286,741,846

Siemens AG

522,740

66,802,152

TOTAL GERMANY

1,923,836,004

Common Stocks - continued

Shares

Value

Hong Kong - 1.7%

AIA Group Ltd.

54,168,400

$ 274,929,257

Galaxy Entertainment Group Ltd. (a)

21,838,000

162,947,026

TOTAL HONG KONG

437,876,283

India - 1.5%

Apollo Hospitals Enterprise Ltd.

2,493,661

36,777,292

HDFC Bank Ltd.

10,072,492

111,857,894

Housing Development Finance Corp. Ltd.

7,279,660

101,007,292

ITC Ltd.

13,515,862

73,474,844

Mahindra & Mahindra Financial Services Ltd.

2,048,126

9,387,466

United Spirits Ltd.

1,242,152

51,887,018

TOTAL INDIA

384,391,806

Indonesia - 0.1%

PT Bank Rakyat Indonesia Tbk

26,967,000

18,898,929

Ireland - 1.0%

Accenture PLC Class A

319,077

23,452,160

Actavis PLC (a)

367,500

56,808,150

DCC PLC (United Kingdom)

885,900

39,758,453

Greencore Group PLC

8,322,078

24,031,859

Ryanair Holdings PLC sponsored ADR

2,169,700

108,940,637

TOTAL IRELAND

252,991,259

Israel - 0.0%

Teva Pharmaceutical Industries Ltd. sponsored ADR

126,600

4,695,594

Italy - 0.8%

Prada SpA

1,772,000

17,278,886

UniCredit SpA

16,317,500

122,739,175

World Duty Free SpA (a)

5,258,489

58,260,062

TOTAL ITALY

198,278,123

Japan - 16.6%

ACOM Co. Ltd. (a)

9,138,500

35,783,364

AEON Financial Service Co. Ltd. (d)

1,270,200

39,008,167

Aozora Bank Ltd.

23,073,000

67,074,012

Coca-Cola Central Japan Co. Ltd.

57,800

1,023,675

Cosmos Pharmaceutical Corp.

126,800

15,448,121

Credit Saison Co. Ltd.

3,809,500

104,267,615

Don Quijote Co. Ltd.

3,103,000

206,555,807

Fuji Heavy Industries Ltd.

1,789,300

48,922,208

GMO Internet, Inc.

2,425,200

27,569,852

Honda Motor Co. Ltd.

6,944,600

277,318,124

Hoya Corp.

5,859,600

140,509,511

Japan Exchange Group, Inc.

2,942,400

68,405,350

Japan Tobacco, Inc.

10,607,400

383,814,806

JSR Corp.

4,330,900

82,495,066

KDDI Corp.

3,114,600

168,675,805

Keyence Corp.

718,410

307,903,357

Miraca Holdings, Inc.

485,300

21,866,662

Mitsubishi UFJ Financial Group, Inc.

41,692,200

265,507,054

 

Shares

Value

Monex Group, Inc.

4,779,100

$ 17,434,888

Nitori Holdings Co. Ltd.

431,600

40,486,551

Nitto Denko Corp.

275,400

14,442,240

Nomura Holdings, Inc.

12,178,900

89,965,950

Omron Corp.

1,373,500

52,414,441

ORIX Corp.

30,992,500

536,823,790

Rakuten, Inc.

17,945,600

233,824,717

Santen Pharmaceutical Co. Ltd.

757,800

38,470,270

Seven & i Holdings Co., Ltd.

3,531,700

130,703,401

SHIMANO, Inc.

822,300

71,971,077

Shinsei Bank Ltd.

35,450,000

82,999,311

Ship Healthcare Holdings, Inc.

403,400

16,553,263

SMC Corp.

49,600

11,547,785

SoftBank Corp.

5,397,900

403,109,283

Sumitomo Mitsui Financial Group, Inc.

2,768,900

133,837,255

Toyota Motor Corp. sponsored ADR

694,500

89,882,190

Tsuruha Holdings, Inc.

477,100

43,315,355

Yahoo! Japan Corp.

8,937,000

41,697,517

TOTAL JAPAN

4,311,627,840

Korea (South) - 1.0%

NHN Corp.

291,699

164,088,863

Orion Corp.

99,063

96,609,906

TOTAL KOREA (SOUTH)

260,698,769

Luxembourg - 0.1%

Eurofins Scientific SA

141,300

38,744,123

Mexico - 0.5%

America Movil S.A.B. de CV Series L sponsored ADR

3,650,500

78,157,205

Fomento Economico Mexicano S.A.B. de CV sponsored ADR

286,216

26,703,953

Grupo Mexico SA de CV Series B

7,247,844

22,892,460

TOTAL MEXICO

127,753,618

Netherlands - 2.3%

AEGON NV

26,661,800

212,144,835

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

1,599,100

56,624,131

Royal DSM NV

733,100

55,531,499

Unilever NV (Certificaten Van Aandelen) (Bearer)

6,715,657

266,245,433

TOTAL NETHERLANDS

590,545,898

Norway - 1.0%

DNB ASA

7,184,109

127,316,838

Telenor ASA

5,886,800

141,408,589

TOTAL NORWAY

268,725,427

Russia - 0.2%

Sberbank (Savings Bank of the Russian Federation)

17,144,700

54,955,844

Singapore - 0.6%

Global Logistic Properties Ltd.

27,354,000

68,043,681

Common Stocks - continued

Shares

Value

Singapore - continued

Super Group Ltd. Singapore

1,786,000

$ 6,053,019

United Overseas Bank Ltd.

4,164,000

69,858,123

TOTAL SINGAPORE

143,954,823

South Africa - 1.0%

Nampak Ltd.

16,922,830

55,966,924

Naspers Ltd. Class N

2,175,499

203,490,830

TOTAL SOUTH AFRICA

259,457,754

Spain - 2.8%

Amadeus IT Holding SA Class A (d)

2,823,700

104,856,582

Antena 3 de Television SA

1,667,355

27,958,563

Banco Bilbao Vizcaya Argentaria SA

4,493,774

52,518,429

Grifols SA ADR

2,518,972

75,972,196

Iberdrola SA

11,191,411

70,323,100

Inditex SA

1,890,816

310,637,907

Prosegur Compania de Seguridad SA (Reg.)

12,418,795

73,853,891

TOTAL SPAIN

716,120,668

Sweden - 2.4%

ASSA ABLOY AB (B Shares)

1,252,200

62,165,067

Atlas Copco AB (A Shares)

2,213,000

61,403,446

Investment AB Kinnevik (B Shares)

1,458,600

53,751,696

Nordea Bank AB

10,400,400

133,213,972

Svenska Cellulosa AB (SCA) (B Shares)

6,422,000

182,351,679

Svenska Handelsbanken AB (A Shares)

2,716,400

123,075,445

TOTAL SWEDEN

615,961,305

Switzerland - 6.1%

Actelion Ltd.

233,154

18,051,544

Compagnie Financiere Richemont SA Series A

1,379,631

141,483,071

Credit Suisse Group

6,601,990

205,374,485

Nestle SA

4,785,521

345,437,855

Roche Holding AG (participation certificate)

632,260

175,041,287

Schindler Holding AG (Reg.)

353,535

50,262,870

SGS SA (Reg.)

18,860

44,190,621

Syngenta AG (Switzerland)

644,364

260,076,067

UBS AG

18,330,345

354,528,485

TOTAL SWITZERLAND

1,594,446,285

Taiwan - 0.5%

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

6,905,200

127,124,732

United Kingdom - 16.9%

Alabama Noor Hospitals Group PLC (a)

2,676,300

36,475,025

Associated British Foods PLC

2,026,200

73,650,502

Barclays PLC

40,385,772

169,921,759

Barratt Developments PLC

4,998,800

26,858,519

BG Group PLC

8,681,479

177,269,716

 

Shares

Value

British American Tobacco PLC sponsored ADR

1,999,000

$ 220,869,510

BT Group PLC

20,845,600

126,129,090

Bunzl PLC

929,270

20,517,183

Capita Group PLC

3,167,600

50,078,248

Compass Group PLC

5,541,800

79,704,928

Diageo PLC

1,645,474

52,453,563

Domino's Pizza UK & IRL PLC

4,563,900

42,882,058

easyJet PLC

2,478,300

52,015,815

Filtrona PLC

8,980,312

112,816,418

GlaxoSmithKline PLC

4,672,200

123,170,301

Hikma Pharmaceuticals PLC

3,052,187

58,775,458

HSBC Holdings PLC sponsored ADR (d)

8,309,757

457,369,025

IMI PLC

1,597,100

38,898,402

InterContinental Hotel Group PLC

2,038,600

59,398,208

ITV PLC

8,565,800

26,218,977

Jazztel PLC (a)

2,482,100

27,230,176

Johnson Matthey PLC

1,428,782

68,818,908

Kingfisher PLC

26,551,331

160,710,826

Lloyds Banking Group PLC (a)

111,498,600

137,901,387

Meggitt PLC

6,294,751

57,782,447

Next PLC

3,058,300

267,005,280

Prudential PLC

13,357,675

273,174,663

Reckitt Benckiser Group PLC

2,078,087

161,535,588

Reed Elsevier PLC

2,213,400

31,017,959

Rolls-Royce Group PLC

9,405,600

173,430,799

Royal Dutch Shell PLC Class B sponsored ADR

1,225,437

85,192,380

SABMiller PLC

2,010,000

104,871,019

Serco Group PLC

6,453,683

57,637,443

Spectris PLC

1,050,200

38,931,553

Standard Chartered PLC (United Kingdom)

8,814,556

211,928,220

Taylor Wimpey PLC

53,579,800

94,672,656

Travis Perkins PLC

2,801,680

83,375,487

Vodafone Group PLC sponsored ADR

7,366,000

271,216,120

Whitbread PLC

1,512,063

83,231,088

TOTAL UNITED KINGDOM

4,395,136,704

United States of America - 6.9%

AbbVie, Inc.

2,850,600

138,111,570

Alexion Pharmaceuticals, Inc. (a)

421,700

51,848,015

Amgen, Inc.

219,400

25,450,400

Anadarko Petroleum Corp.

438,300

41,765,607

BioMarin Pharmaceutical, Inc. (a)

571,200

35,882,784

Boston Scientific Corp. (a)

2,135,700

24,966,333

Celldex Therapeutics, Inc. (a)

501,313

11,485,081

D.R. Horton, Inc.

2,016,200

38,206,990

Fidelity National Information Services, Inc.

809,600

39,468,000

Gilead Sciences, Inc. (a)

2,435,500

172,896,145

Google, Inc. Class A (a)

65,805

67,817,317

Las Vegas Sands Corp.

2,375,400

166,800,588

Common Stocks - continued

Shares

Value

United States of America - continued

MasterCard, Inc. Class A

222,260

$ 159,382,646

McGraw-Hill Companies, Inc.

1,723,800

120,114,384

Monsanto Co.

558,300

58,554,504

Noble Energy, Inc.

1,574,656

117,988,974

Perrigo Co.

584,500

80,596,705

PriceSmart, Inc.

274,700

31,258,113

The Blackstone Group LP

1,890,400

49,679,712

Time Warner, Inc.

813,800

55,940,612

Twenty-First Century Fox, Inc. Class B

1,847,200

62,804,800

ViroPharma, Inc. (a)

1,457,884

56,595,057

Visa, Inc. Class A

753,700

148,230,179

Yum! Brands, Inc.

583,100

39,429,222

TOTAL UNITED STATES OF AMERICA

1,795,273,738

TOTAL COMMON STOCKS

(Cost $18,367,711,252)


24,804,056,123

Preferred Stocks - 1.7%

 

 

 

 

Convertible Preferred Stocks - 0.0%

United States of America - 0.0%

NJOY, Inc. Series C (h)

770,400

6,224,832

Nonconvertible Preferred Stocks - 1.7%

Germany - 1.7%

Henkel AG & Co. KGaA

1,693,200

183,225,702

Volkswagen AG

978,626

248,738,154

TOTAL GERMANY

431,963,856

United Kingdom - 0.0%

Rolls-Royce Group PLC Series C

808,881,600

1,296,961

TOTAL NONCONVERTIBLE PREFERRED STOCKS

433,260,817

TOTAL PREFERRED STOCKS

(Cost $272,467,335)


439,485,649

Investment Companies - 0.3%

 

 

 

 

United States of America - 0.3%

WisdomTree Japan Hedged Equity ETF
(Cost $67,418,863)

1,335,900


63,695,712

Government Obligations - 0.0%

 

Principal Amount

Value

United States of America - 0.0%

U.S. Treasury Bills, yield at date of purchase 0.02% to 0.05% 11/7/13 to 1/2/14 (g)
(Cost $10,299,799)

$ 10,300,000

$ 10,299,786

Money Market Funds - 3.1%

Shares

 

Fidelity Cash Central Fund, 0.09% (b)

532,429,162

532,429,162

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

271,682,888

271,682,888

TOTAL MONEY MARKET FUNDS

(Cost $804,112,050)


804,112,050

TOTAL INVESTMENT PORTFOLIO - 100.6%

(Cost $19,522,009,299)

26,121,649,320

NET OTHER ASSETS (LIABILITIES) - (0.6)%

(147,464,399)

NET ASSETS - 100%

$ 25,974,184,921

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

2,328 Nikkei 225 Index Contracts (Japan)

Dec. 2013

$ 168,372,600

$ 6,276,288

 

The face value of futures purchased as a percentage of net assets is 0.6%

Security Type Abbreviations

ETF

-

Exchange-Traded Fund

Legend

(a) Non-income producing

(b) Affiliated fund that is generally 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 $9,595,190 or 0.0% of net assets.

(g) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $10,299,786.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $6,224,832 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

NJOY, Inc. Series C

6/7/13

$ 6,227,143

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

$ 1,410,943

Fidelity Securities Lending Cash Central Fund

13,567,672

Total

$ 14,978,615

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

$ 4,046,188

$ -

$ 2,553,704

$ -

$ -

Pactera Technology International Ltd. ADR (formerly HiSoft Technology International Ltd. ADR)

17,640,142

-

15,572,364

-

-

Painted Pony Petroleum Ltd. (144A)

26,878,078

-

9,015,534

-

9,595,190

Painted Pony Petroleum Ltd.

43,070,995

-

589,323

-

25,702,824

Total

$ 91,635,403

$ -

$ 27,730,925

$ -

$ 35,298,014

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, 2013, 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 Investment 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

$ 4,629,772,221

$ 3,685,070,697

$ 938,476,692

$ 6,224,832

Consumer Staples

3,081,166,976

1,423,052,629

1,658,107,218

7,129

Energy

854,615,737

854,615,737

-

-

Financials

6,222,865,829

3,264,337,136

2,958,528,693

-

Health Care

3,368,941,602

2,100,153,705

1,268,787,897

-

Industrials

1,882,344,502

1,803,994,565

78,349,937

-

Information Technology

2,199,144,042

1,342,307,518

856,836,524

-

Materials

1,629,493,183

1,272,479,810

357,013,373

-

Telecommunication Services

1,304,874,580

606,960,402

697,914,178

-

Utilities

70,323,100

70,323,100

-

-

Investment Companies

63,695,712

63,695,712

-

-

Government Obligations

10,299,786

-

10,299,786

-

Money Market Funds

804,112,050

804,112,050

-

-

Total Investments in Securities:

$ 26,121,649,320

$ 17,291,103,061

$ 8,824,314,298

$ 6,231,961

Derivative Instruments:

Assets

Futures Contracts

$ 6,276,288

$ 6,276,288

$ -

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2013. 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

$ 2,421,885,219

Level 2 to Level 1

$ 0

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of October 31, 2013. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 6,276,288

$ -

Total Value of Derivatives

$ 6,276,288

$ -

(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

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, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $264,158,421) - See accompanying schedule:

Unaffiliated issuers (cost $18,676,066,715)

$ 25,282,239,256

 

Fidelity Central Funds (cost $804,112,050)

804,112,050

 

Other affiliated issuers (cost $41,830,534)

35,298,014

 

Total Investments (cost $19,522,009,299)

 

$ 26,121,649,320

Receivable for investments sold

134,527,377

Receivable for fund shares sold

14,496,298

Dividends receivable

69,280,792

Distributions receivable from Fidelity Central Funds

133,099

Prepaid expenses

79,941

Other receivables

1,917,110

Total assets

26,342,083,937

 

 

 

Liabilities

Payable for investments purchased

$ 61,287,679

Payable for fund shares redeemed

13,520,941

Accrued management fee

15,156,326

Payable for daily variation margin for derivative instruments

1,455,000

Other affiliated payables

2,800,113

Other payables and accrued expenses

1,996,069

Collateral on securities loaned, at value

271,682,888

Total liabilities

367,899,016

 

 

 

Net Assets

$ 25,974,184,921

Net Assets consist of:

 

Paid in capital

$ 20,330,411,409

Undistributed net investment income

238,578,397

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

(1,203,391,143)

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

6,608,586,258

Net Assets

$ 25,974,184,921

 

 

 

Diversified International:
Net Asset Value
, offering price and redemption price per share ($14,432,586,233 ÷ 402,095,782 shares)

$ 35.89

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($11,541,598,688 ÷ 321,748,785 shares)

$ 35.87

Statement of Operations

 

Year ended October 31, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 577,013,483

Interest

 

102,685

Income from Fidelity Central Funds

 

14,978,615

Income before foreign taxes withheld

 

592,094,783

Less foreign taxes withheld

 

(43,282,775)

Total income

 

548,812,008

 

 

 

Expenses

Management fee
Basic fee

$ 167,562,560

Performance adjustment

5,795,026

Transfer agent fees

30,945,968

Accounting and security lending fees

2,433,181

Custodian fees and expenses

2,627,354

Independent trustees' compensation

136,354

Appreciation in deferred trustee compensation account

51

Registration fees

181,611

Audit

192,812

Legal

95,751

Miscellaneous

198,274

Total expenses before reductions

210,168,942

Expense reductions

(4,638,378)

205,530,564

Net investment income (loss)

343,281,444

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

1,946,572,950

Other affiliated issuers

(42,988,742)

 

Foreign currency transactions

(1,688,743)

Futures contracts

12,934,707

Total net realized gain (loss)

 

1,914,830,172

Change in net unrealized appreciation (depreciation) on:

Investment securities

3,209,792,516

Assets and liabilities in foreign currencies

1,716,266

Futures contracts

6,276,288

Total change in net unrealized appreciation (depreciation)

 

3,217,785,070

Net gain (loss)

5,132,615,242

Net increase (decrease) in net assets resulting from operations

$ 5,475,896,686

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

Annual Report

Statement of Changes in Net Assets

 

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 343,281,444

$ 362,378,873

Net realized gain (loss)

1,914,830,172

522,680,347

Change in net unrealized appreciation (depreciation)

3,217,785,070

777,447,571

Net increase (decrease) in net assets resulting from operations

5,475,896,686

1,662,506,791

Distributions to shareholders from net investment income

(361,491,947)

(460,432,289)

Distributions to shareholders from net realized gain

(51,508,245)

-

Total distributions

(413,000,192)

(460,432,289)

Share transactions - net increase (decrease)

(1,244,167,482)

(4,619,314,396)

Redemption fees

382,374

414,440

Total increase (decrease) in net assets

3,819,111,386

(3,416,825,454)

 

 

 

Net Assets

Beginning of period

22,155,073,535

25,571,898,989

End of period (including undistributed net investment income of $238,578,397 and undistributed net investment income of $320,513,134, respectively)

$ 25,974,184,921

$ 22,155,073,535

Financial Highlights - Diversified International

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.07

$ 27.49

$ 29.49

$ 26.86

$ 21.96

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .44

.42

.53 E

.37

.35

Net realized and unrealized gain (loss)

  6.90

1.65

(1.99)

2.61

4.86

Total from investment operations

  7.34

2.07

(1.46)

2.98

5.21

Distributions from net investment income

  (.46)

(.49)

(.46)

(.35)

(.31)

Distributions from net realized gain

  (.07)

-

(.08)

-

-

Total distributions

  (.52) H

(.49)

(.54)

(.35)

(.31)

Redemption fees added to paid in capital B, G

-

-

-

-

-

Net asset value, end of period

$ 35.89

$ 29.07

$ 27.49

$ 29.49

$ 26.86

Total Return A

  25.66%

7.72%

(5.07)%

11.15%

24.32%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .94%

1.01%

.90%

.98%

1.01%

Expenses net of fee waivers, if any

  .94%

1.01%

.89%

.98%

1.01%

Expenses net of all reductions

  .92%

.99%

.87%

.96%

.99%

Net investment income (loss)

  1.38%

1.53%

1.78% E

1.34%

1.58%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 14,432,586

$ 13,269,769

$ 17,285,369

$ 26,527,229

$ 30,998,270

Portfolio turnover rate D

  52%

35%

45%

57%

54%

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.

H Total distributions of $0.52 per share is comprised of distributions from net investment income of $0.456 and distributions from net realized gain of $0.068 per share.

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

Annual Report

Financial Highlights - Class K

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 29.06

$ 27.51

$ 29.51

$ 26.89

$ 21.98

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .49

.47

.58 E

.42

.42

Net realized and unrealized gain (loss)

  6.90

1.63

(1.97)

2.61

4.85

Total from investment operations

  7.39

2.10

(1.39)

3.03

5.27

Distributions from net investment income

  (.51)

(.55)

(.53)

(.41)

(.36)

Distributions from net realized gain

  (.07)

-

(.08)

-

-

Total distributions

  (.58)

(.55)

(.61)

(.41)

(.36)

Redemption fees added to paid in capital B, G

-

-

-

-

-

Net asset value, end of period

$ 35.87

$ 29.06

$ 27.51

$ 29.51

$ 26.89

Total Return A

  25.86%

7.86%

(4.87)%

11.33%

24.64%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  .80%

.84%

.73%

.79%

.77%

Expenses net of fee waivers, if any

  .80%

.84%

.72%

.79%

.77%

Expenses net of all reductions

  .78%

.83%

.70%

.77%

.76%

Net investment income (loss)

  1.52%

1.70%

1.95% E

1.54%

1.81%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 11,541,599

$ 8,885,304

$ 8,115,192

$ 7,697,405

$ 4,713,909

Portfolio turnover rate D

  52%

35%

45%

57%

54%

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 1.61%.

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

Fidelity Diversified International Fund


Notes to Financial Statements

For the period ended October 31, 2013

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.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally 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) website 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 website 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:

Investment 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 currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment 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 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 may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be 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 U.S. 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. 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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. ETFs are valued at their last 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 but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (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, 2013, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily 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. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. 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 U.S. Federal income taxes is required. As of October 31, 2013, 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. The 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

Annual Report

Fidelity Diversified International Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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 futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), partnerships, 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

$ 6,473,560,954

Gross unrealized depreciation

(199,424,466)

Net unrealized appreciation (depreciation) on securities and other investments

$ 6,274,136,488

 

 

Tax Cost

$ 19,847,512,832

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

Undistributed ordinary income

$ 407,009,198

Capital loss carryforward

$ (1,038,927,073)

Net unrealized appreciation (depreciation)

$ 6,276,806,437

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. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

Fiscal year of expiration

 

 

 

2017

$ (419,355,221)

2018

(619,571,852)

Total capital loss carryforward

$ (1,038,927,073)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 413,000,192

$ 460,432,289

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 30 days may have been 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. The Financial Accounting Standards Board issued in December 2011, Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, and in January 2013, Accounting Standards Update No. 2013-1 Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. These updates create new disclosure requirements requiring entities to disclose both gross and net information

Annual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

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 expects that the impact of the updates' adoption will be limited to additional financial statement disclosures as applicable.

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 asset 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 may be mitigated by 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 and to fluctuations in currency values.

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 daily 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, if any, is included in daily variation margin for derivative instruments 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 presented 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 or index at period end and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $12,934,707 and a change in net unrealized appreciation (depreciation) of $6,276,288 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 $11,742,469,172 and $12,536,561,646, respectively.

Annual Report

Fidelity Diversified International Fund

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR, including any mutual funds previously advised by FMR that are currently advised by Fidelity SelectCo, LLC, an affiliate of 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 over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .73% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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

$ 25,937,426

.19

Class K

5,008,542

.05

 

$ 30,945,968

 

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. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $30,251 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 $51,110 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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. 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 $13,567,672, including $10,418 from securities loaned to FCM.

Annual Report

9. Expense Reductions.

Commissions paid to certain brokers with whom FMR, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $4,492,719 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $144,745.

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 $914.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012A

From net investment income

 

 

Diversified International

$ 204,367,616

$ 294,773,906

Class K

157,124,331

163,061,175

Class F

-

2,597,208

Total

$ 361,491,947

$ 460,432,289

From net realized gain

 

 

Diversified International

$ 30,475,866

$ -

Class K

21,032,379

-

Class F

-

-

Total

$ 51,508,245

$ -

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,

2013

2012A

2013

2012A

Diversified International

 

 

 

 

Shares sold

63,290,634

68,919,981

$ 2,024,488,853

$ 1,874,276,249

Reinvestment of distributions

7,563,286

10,773,340

222,133,713

281,938,317

Shares redeemed

(125,225,694)

(251,932,423)

(3,964,590,272)

(6,875,660,945)

Net increase (decrease)

(54,371,774)

(172,239,102)

$ (1,717,967,706)

$ (4,719,446,379)

Class K

 

 

 

 

Shares sold

76,686,079

107,189,633

$ 2,416,468,280

$ 2,919,697,004

Reinvestment of distributions

6,076,286

6,242,771

178,156,710

163,061,175

Shares redeemed

(66,739,141)

(102,745,898)

(2,120,824,766)

(2,820,922,083)

Net increase (decrease)

16,023,224

10,686,506

$ 473,800,224

$ 261,836,096

Class F

 

 

 

 

Shares sold

-

439,287

$ -

$ 11,548,416

Reinvestment of distributions

-

99,472

-

2,597,208

Shares redeemed

-

(6,767,017)

-

(175,849,737)

Net increase (decrease)

-

(6,228,258)

$ -

$ (161,704,113)

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 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, 2013, 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, 2013, 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, 2013, 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 13, 2013

Annual Report


Trustees and Officers

The Trustees, Member of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, Ned C. Lautenbach, Ronald P. O'Hanley and William S. Stavropoulos, each of the Trustees oversees 171 funds. Mr . Curvey oversees 394 funds. Mr Lautenbach, Mr. O'Hanley and Mr. Stavropoulos each oversees 245 funds.

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 of the trust and the fund (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 Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

 

Mr. Curvey also serves as Trustee of other Fidelity funds. 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 (1957)

Year of Election or Appointment: 2011

Trustee

 

Mr. O'Hanley also serves as Trustee of other Fidelity funds. He is Director of Fidelity SelectCo, LLC (2013-present), 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 the 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, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

 

Mr. Dirks also serves as Trustee of other Fidelity funds. 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 (1953)

Year of Election or Appointment: 2008

Trustee

 

Mr. Lacy also serves as Trustee of other Fidelity funds. 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 (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

 

Mr. Lautenbach also serves as Trustee of other Fidelity funds. 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 (1944)

Year of Election or Appointment: 2008

Trustee

 

Mr. Mauriello also serves as Trustee of other Fidelity funds. 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 (1950)

Year of Election or Appointment: 2011

Trustee

 

Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

 

Ms. Small also serves as Trustee of other Fidelity funds. 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 (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

 

Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), 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) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

 

Mr. Thomas also serves as Trustee of other Fidelity funds. 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). 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).

+ 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 Member and Executive Officers:

Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Executive officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

 

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity 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).

Name, Year of Birth; Principal Occupation

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2012

Anti-Money Laundering (AML) Officer

 

Ms. Baumann also serves as AML Officer of other funds. She is 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).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

 

Mr. Coffey also serves as Assistant Secretary of other funds. He is 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).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2008

Deputy Treasurer

 

Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

 

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Scott C. Goebel (1968)

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO)

 

Mr. Goebel serves as Secretary and CLO of other 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); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-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 Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.

Joseph A. Hanlon (1968)

Year of Election or Appointment: 2012

Chief Compliance Officer

 

Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research (Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).

Bruce T. Herring (1965)

Year of Election or Appointment: 2006

Vice President of certain Equity Funds

 

Mr. Herring also serves as Vice President of other funds. He serves as Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). 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 (1964)

Year of Election or Appointment: 2009

Vice President

 

Mr. Hogan also serves as Vice President of other funds. Mr. Hogan 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.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

 

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).

Christine Reynolds (1958)

Year of Election or Appointment: 2008

Chief Financial Officer

 

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2008

President and Treasurer

 

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.

Gary W. Ryan (1958)

Year of Election or Appointment: 2005

Assistant Treasurer

 

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

Stephen Sadoski (1971)

Year of Election or Appointment: 2012

Deputy Treasurer

 

Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, 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 LLP (1997-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).

Renee Stagnone (1975)

Year of Election or Appointment: 2013

Deputy Treasurer

 

Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.

Joseph F. Zambello (1957)

Year of Election or Appointment: 2011

Deputy Treasurer

 

Mr. Zambello also serves as Deputy Treasurer of other 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).

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

12/09/13

12/06/13

$0.367

$0.234

Class K designates 3% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class K designates 84% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maxium 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

12/10/12

$0.483

$0.023

The fund will notify shareholders in January 2014 of amounts for use in preparing 2013 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, covers an extensive agenda of topics and materials and 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 2013 meeting, the Board, 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 was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was 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, was 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, which is a part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, Fidelity Management & Research Company (FMR), and the sub-advisers (together, the Investment Advisers) as it relates to the fund, 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 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 also 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. Further, the Board 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 to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (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 portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (v) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vi) strengthening Fidelity's index fund offerings by reducing investment minimums and adopting or lowering existing expense caps for certain funds and classes; (vii) enhancing Global Asset Allocation product offerings by launching new funds and strategies, including "open architecture" target date funds that utilize affiliated and unaffiliated sub-advisers; (viii) modifying the eligibility criteria for Institutional Class shares of Advisor funds to increase their marketability to a portion of the defined contribution plan market; (ix) creating a new low-cost retirement share class for certain Advisor funds to appeal to large retirement plans; (x) transitioning the management of certain Fidelity commodity funds to Geode Capital Management LLC, a registered commodity pool operator, while retaining administrative responsibilities for the funds; (xi) reorganizing a number of funds; and (xii) taking steps toward establishing a new Fidelity adviser to manage sector-based funds and products.

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 and its performance history.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of mutual funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box) and 75th percentile (bottom of box) of the peer universe. Returns of the benchmark index are "net MA," i.e., adjusted for tax withholding rates applicable to U.S.-based mutual funds organized as Massachusetts business trusts.

Annual Report

Fidelity Diversified International Fund

dif164779

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, a securities index, thus leading to a performance adjustment for the same period. 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 in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 16% means that 84% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, 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 Diversified International Fund

dif164781

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 2012. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking.

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 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 2013 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 servicing the fund's 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 the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

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

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

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

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

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

Amendment to Description of Group Fee Rate. At its July 2013 meeting, the Board voted to approve an amendment to the fund's management contract to modify the description of the "group fee rate" effective August 1, 2013. The Board noted that under the prior description in the contract, the group fee rate was based on the average net assets of all registered investment companies with which FMR has management contracts. Under the contract's tiered asset breakpoint schedule, the group fee rate is lower as total fund assets under FMR's management increase, and higher as total fund assets under FMR's management decrease. The Board considered that the prior description would have excluded the assets of 64 Fidelity sector funds from the group fee rate calculation once Fidelity SelectCo, LLC, an affiliate of FMR, assumed management responsibilities for those funds. The Board noted that modifying the description of the group fee rate to continue to include the assets of those 64 funds for purposes of determining group fee rate breakpoints would avoid an immediate adverse impact on the group fee rate for any fund.

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 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) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; and (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results.

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
245 Summer St., Boston, MA 02210
www.fidelity.com

DIF-K-UANN-1213
1.863004.105

Item 2. Code of Ethics

As of the end of the period, October 31, 2013, 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 International Capital Appreciation Fund, and Fidelity Worldwide Fund (the "Funds"):

Services Billed by Deloitte Entities

October 31, 2013 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Diversified International Fund

$97,000

$-

$6,900

$4,700

Fidelity International Capital Appreciation Fund

$51,000

$-

$6,900

$600

Fidelity Worldwide Fund

$49,000

$-

$5,800

$700

October 31, 2012 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Diversified International Fund

$94,000

$-

$6,800

$3,600

Fidelity International Capital Appreciation Fund

$49,000

$-

$6,800

$400

Fidelity Worldwide Fund

$50,000

$-

$5,700

$500

A Amounts may reflect rounding.

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Fidelity Overseas Fund (the "Fund"):

Services Billed by PwC

October 31, 2013 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Overseas Fund

$65,000

$-

$9,300

$2,300

October 31, 2012 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Overseas Fund

$65,000

$-

$11,400

$2,400

A Amounts may reflect rounding.

The following table presents fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds ("Fund Service Providers"):

Services Billed by Deloitte Entities

 

October 31, 2013A

October 31, 2012A

Audit-Related Fees

$1,010,000

$720,000

Tax Fees

$-

$-

All Other Fees

$800,000

$1,305,000

A Amounts may reflect rounding.

Services Billed by PwC

 

October 31, 2013A

October 31, 2012A

Audit-Related Fees

$5,395,000

$3,640,000

Tax Fees

$-

$-

All Other Fees

$50,000

$-

A Amounts may reflect rounding.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by PwC and Deloitte Entities for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:

Billed By

October 31, 2013 A

October 31, 2012 A

PwC

$6,305,000

$4,185,000

Deloitte Entities

$1,945,000

$2,090,000

A Amounts may reflect rounding.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audits of the Funds, taking into account representations from PwC and Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding their independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Investment Trust

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

December 26, 2013

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, 2013

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

December 26, 2013