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 Emerging Europe, Middle East, Africa (EMEA) Fund, Fidelity Emerging Markets Discovery Fund, Fidelity Global Commodity Stock Fund, Fidelity Global Equity Income Fund, Fidelity International Discovery Fund, Fidelity International Growth Fund, Fidelity International Small Cap Fund, Fidelity International Small Cap Opportunities Fund, Fidelity International Value Fund, Fidelity Series Emerging Markets Fund, Fidelity Series International Growth Fund, Fidelity Series International Small Cap Fund, Fidelity Series International Value Fund, Fidelity Total Emerging Markets Fund, and Fidelity Total International Equity Fund (each, a "Fund" and collectively, the "Funds").

Item 1. Reports to Stockholders

Fidelity®

International Discovery

Fund

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 1-800-544-8544 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.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Past 10
years

Fidelity® International Discovery Fund A

27.03%

12.55%

8.70%

A Prior to October 1, 2004, Fidelity International Discovery Fund operated under certain different investment policies. The fund's historical performance may not represent its current investment policies.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® International Discovery Fund, a class of the fund, on October 31, 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.

igi197634

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, Portfolio Manager of Fidelity® International Discovery Fund: For the year, the fund's Retail Class shares returned 27.03%, tracking the 27.02% gain of its benchmark, the MSCI® EAFE® Index. Security selection aided relative performance, with notable outperformance in the U.K. and Japan. Positioning in the Asia Pacific ex Japan region and the materials sector also contributed, as did security selection in information technology. Top individual contributors included U.K.-based online-only supermarket Ocado Group, an out-of-index position that rallied after the company significantly expanded its business capacity. An overweighting in real estate leasing company ORIX stood out, as improved economic activity drove up real estate prices in Japan. By contrast, stock picks in core European countries, emerging markets and the automobiles & components segment of consumer discretionary detracted, along with a small cash position in an up market. Individual disappointments included Housing Development Finance, a large mortgage provider in India, whose stock declined along with the Indian rupee. An average underweighting in Toyota Motor also hurt, as the weakening yen combined with the company's market-share increases to propel the stock higher.

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

Annual Report


Shareholder Expense Example

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

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2013 to October 31, 2013) for Class A, Class T, Class B, Class C, International Discovery, Class K and Institutional Class and for the period (August 13, 2013 to October 31, 2013) for Class Z. The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year 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.

Annual Report

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

 

Annualized
Expense Ratio
B

Beginning
Account Value

Ending
Account Value
October 31, 2013

Expenses Paid
During Period

Class A

1.34%

 

 

 

Actual

 

$ 1,000.00

$ 1,089.10

$ 7.06 C

HypotheticalA

 

$ 1,000.00

$ 1,018.45

$ 6.82 D

Class T

1.58%

 

 

 

Actual

 

$ 1,000.00

$ 1,087.90

$ 8.31 C

HypotheticalA

 

$ 1,000.00

$ 1,017.24

$ 8.03 D

Class B

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 1,085.00

$ 10.98 C

HypotheticalA

 

$ 1,000.00

$ 1,014.67

$ 10.61 D

Class C

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 1,085.30

$ 10.99 C

HypotheticalA

 

$ 1,000.00

$ 1,014.67

$ 10.61 D

International Discovery

.99%

 

 

 

Actual

 

$ 1,000.00

$ 1,091.00

$ 5.22 C

HypotheticalA

 

$ 1,000.00

$ 1,020.21

$ 5.04 D

Class K

.85%

 

 

 

Actual

 

$ 1,000.00

$ 1,092.00

$ 4.48 C

HypotheticalA

 

$ 1,000.00

$ 1,020.92

$ 4.33 D

Institutional Class

.99%

 

 

 

Actual

 

$ 1,000.00

$ 1,091.10

$ 5.22 C

HypotheticalA

 

$ 1,000.00

$ 1,020.21

$ 5.04 D

Class Z

.85%

 

 

 

Actual

 

$ 1,000.00

$ 1,068.50

$ 1.93 C

HypotheticalA

 

$ 1,000.00

$ 1,020.92

$ 4.33 D

A 5% return per year before expenses

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

Annual Report

Shareholder Expense Example - continued

C Actual 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) for Class A, Class T, Class B, Class C, International Discovery, Class K and Institutional Class and multiplied by 80/365 (to reflect the period August 13, 2013 to October 31, 2013) for Class Z.

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

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

igi197636

Japan 18.2%

 

igi197638

United Kingdom 15.9%

 

igi197640

France 10.9%

 

igi197642

Germany 8.7%

 

igi197644

Switzerland 6.4%

 

igi197646

United States of America* 5.5%

 

igi197648

Sweden 4.1%

 

igi197650

Spain 3.6%

 

igi197652

Netherlands 3.3%

 

igi197654

Other 23.4%

 

igi197656

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

* Includes Short-Term Investments and Net Other Assets (Liabilities)

As of April 30, 2013

igi197636

Japan 20.5%

 

igi197638

United Kingdom 16.1%

 

igi197640

France 9.7%

 

igi197642

Germany 7.5%

 

igi197644

Switzerland 6.3%

 

igi197646

United States of America* 5.2%

 

igi197648

Australia 3.9%

 

igi197650

Sweden 2.7%

 

igi197652

Netherlands 2.5%

 

igi197654

Other 25.6%

 

igi197668

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

* Includes Short-Term Investments and Net Other Assets (Liabilities)

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

96.6

Short-Term Investments and Net Other Assets (Liabilities)

2.8

3.4

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.0

1.0

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

1.8

1.6

Bayer AG (Germany, Pharmaceuticals)

1.6

0.8

Toyota Motor Corp. (Japan, Automobiles)

1.6

0.7

Total SA (France, Oil, Gas & Consumable Fuels)

1.5

0.0

Volkswagen AG (Germany, Automobiles)

1.5

0.7

UBS AG (Switzerland, Capital Markets)

1.4

1.1

ORIX Corp. (Japan, Diversified Financial Services)

1.4

1.1

SoftBank Corp. (Japan, Wireless Telecommunication Services)

1.4

0.6

Banco Bilbao Vizcaya Argentaria SA (Spain, Commercial Banks)

1.3

0.7

 

15.5

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.8

24.3

Consumer Discretionary

16.4

16.5

Industrials

13.0

12.1

Consumer Staples

10.1

11.3

Health Care

9.5

8.9

Information Technology

7.7

7.5

Materials

5.2

5.7

Telecommunication Services

5.1

4.1

Energy

3.8

3.0

Utilities

0.6

1.1

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 94.7%

Shares

Value (000s)

Australia - 3.2%

Ansell Ltd.

2,268,950

$ 41,796

Australia & New Zealand Banking Group Ltd.

6,493,040

207,673

Ramsay Health Care Ltd.

1,619,364

59,385

Woodside Petroleum Ltd.

1,461,485

53,623

TOTAL AUSTRALIA

362,477

Austria - 0.2%

Andritz AG

455,300

28,047

Bailiwick of Jersey - 2.6%

Experian PLC

6,115,400

124,529

Wolseley PLC

1,508,304

81,283

WPP PLC

3,996,700

84,910

TOTAL BAILIWICK OF JERSEY

290,722

Belgium - 2.1%

Anheuser-Busch InBev SA NV

1,183,927

122,730

KBC Groupe SA

2,102,810

114,632

TOTAL BELGIUM

237,362

Bermuda - 0.3%

Cheung Kong Infrastructure Holdings Ltd.

5,048,000

35,127

Brazil - 0.1%

Arezzo Industria e Comercio SA

1,051,500

15,724

British Virgin Islands - 0.4%

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

1,193,800

44,027

Canada - 1.0%

Constellation Software, Inc.

159,200

29,002

InterOil Corp. (a)(d)

204,400

14,196

Suncor Energy, Inc.

2,012,600

73,138

TOTAL CANADA

116,336

Cayman Islands - 1.2%

Baidu.com, Inc. sponsored ADR (a)

123,100

19,807

Cimc Enric Holdings Ltd.

16,316,000

22,981

ENN Energy Holdings Ltd.

5,084,000

30,132

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

630,200

26,689

Greatview Aseptic Pack Co. Ltd.

26,392,000

16,612

Sands China Ltd.

1,460,800

10,382

Youku Tudou, Inc. ADR (a)(d)

300,200

8,177

TOTAL CAYMAN ISLANDS

134,780

Common Stocks - continued

Shares

Value (000s)

Cyprus - 0.0%

SPDI Secure Property Development & Investment PLC (a)

529,830

$ 597

Denmark - 0.6%

Novo Nordisk A/S Series B

396,489

66,036

Finland - 0.7%

Sampo Oyj (A Shares)

1,739,800

82,418

France - 10.9%

Arkema SA

487,670

55,368

Atos Origin SA

388,851

33,198

AXA SA

5,364,600

134,022

BNP Paribas SA

1,544,345

114,361

Bureau Veritas SA

1,413,000

42,667

Danone SA

905,500

67,152

Edenred SA

1,177,900

40,022

Havas SA

5,201,268

43,333

Iliad SA

213,972

48,924

Kering SA

373,000

84,753

Lafarge SA (Bearer) (d)

605,900

41,939

LVMH Moet Hennessy - Louis Vuitton SA

612,502

117,924

Sanofi SA

890,979

94,999

Schneider Electric SA

1,383,800

116,583

Technip SA

192,300

20,144

Total SA

2,831,600

173,727

TOTAL FRANCE

1,229,116

Germany - 7.2%

Aareal Bank AG (a)

1,044,895

40,185

adidas AG

541,900

61,863

BASF AG

1,265,455

131,663

Bayer AG

1,471,500

182,890

Brenntag AG

444,700

75,353

GEA Group AG

1,254,770

54,602

GSW Immobilien AG

430,481

20,019

HeidelbergCement Finance AG

860,300

67,818

KION Group AG (a)

577,867

23,538

LEG Immobilien AG

184,948

10,547

Siemens AG

1,110,885

141,963

TOTAL GERMANY

810,441

Common Stocks - continued

Shares

Value (000s)

Hong Kong - 1.8%

AIA Group Ltd.

20,789,200

$ 105,515

Techtronic Industries Co. Ltd.

39,683,000

99,809

TOTAL HONG KONG

205,324

India - 0.6%

Housing Development Finance Corp. Ltd.

3,139,461

43,561

United Spirits Ltd. 

444,545

18,569

TOTAL INDIA

62,130

Indonesia - 0.1%

PT Tower Bersama Infrastructure Tbk

17,734,500

8,967

Ireland - 2.0%

Actavis PLC (a)

308,100

47,626

Bank of Ireland (a)

146,718,100

53,399

James Hardie Industries PLC CDI

6,070,470

62,711

Kerry Group PLC Class A

945,600

60,555

TOTAL IRELAND

224,291

Italy - 1.0%

De Longhi SpA

2,248,100

34,797

Moleskine SpA

4,183,000

10,223

Tod's SpA

117,793

19,624

UniCredit SpA

3,689,800

27,754

World Duty Free SpA (a)

2,253,904

24,972

TOTAL ITALY

117,370

Japan - 17.2%

ABC-MART, Inc.

826,300

41,324

Aozora Bank Ltd.

16,056,000

46,675

ARNEST ONE Corp. (d)

306,200

8,395

Astellas Pharma, Inc.

768,700

42,852

Cosmos Pharmaceutical Corp.

245,800

29,946

Daikin Industries Ltd.

1,089,400

62,677

Don Quijote Co. Ltd.

1,818,400

121,044

Hajime Construction Co. Ltd.

34,900

2,406

Hitachi Ltd.

5,121,000

35,822

Japan Exchange Group, Inc.

2,589,500

60,201

Japan Tobacco, Inc.

3,948,700

142,879

Kakaku.com, Inc.

1,903,000

36,807

KDDI Corp.

2,082,700

112,792

Keyence Corp.

304,060

130,317

Leopalace21 Corp. (a)

6,899,700

47,901

Common Stocks - continued

Shares

Value (000s)

Japan - continued

Miraca Holdings, Inc.

196,700

$ 8,863

Mitsubishi UFJ Financial Group, Inc.

18,169,200

115,706

Nomura Real Estate Holdings, Inc.

563,300

14,252

Omron Corp.

1,225,300

46,759

ORIX Corp.

9,072,900

157,152

Park24 Co. Ltd.

1,342,800

26,218

Rakuten, Inc.

5,237,700

68,245

Santen Pharmaceutical Co. Ltd.

1,166,900

59,239

Seven & i Holdings Co., Ltd.

2,167,000

80,198

Shinsei Bank Ltd.

24,904,000

58,308

Ship Healthcare Holdings, Inc.

1,076,700

44,182

SoftBank Corp.

2,099,300

156,773

Toyota Motor Corp.

2,789,300

180,853

USS Co. Ltd.

450,400

6,596

TOTAL JAPAN

1,945,382

Korea (South) - 0.9%

Hyundai Motor Co.

206,848

49,311

NHN Corp.

69,296

38,981

Orion Corp.

14,973

14,602

TOTAL KOREA (SOUTH)

102,894

Luxembourg - 0.3%

Brait SA

6,048,833

29,465

Mexico - 0.2%

Alsea S.A.B. de CV

7,662,195

23,831

Netherlands - 3.3%

AEGON NV

5,028,800

40,014

ASML Holding NV

772,233

73,084

European Aeronautic Defence and Space Co. (EADS) NV

176,700

12,142

Koninklijke Ahold NV

2,412,842

45,930

Koninklijke Philips Electronics NV

2,496,700

88,235

Randstad Holding NV

717,740

44,296

Royal DSM NV

536,200

40,617

Yandex NV (a)

861,400

31,751

TOTAL NETHERLANDS

376,069

New Zealand - 0.4%

Ryman Healthcare Group Ltd.

7,311,565

45,597

Norway - 1.0%

DNB ASA

6,068,755

107,551

Common Stocks - continued

Shares

Value (000s)

Philippines - 0.1%

Alliance Global Group, Inc.

26,741,800

$ 16,306

Russia - 0.5%

Mobile TeleSystems OJSC sponsored ADR

2,313,400

52,746

Singapore - 0.4%

Global Logistic Properties Ltd.

16,214,205

40,333

South Africa - 1.1%

Naspers Ltd. Class N

1,302,700

121,851

Spain - 3.6%

Amadeus IT Holding SA Class A

1,319,900

49,014

Antena 3 de Television SA

1,515,400

25,411

Banco Bilbao Vizcaya Argentaria SA

12,546,524

146,630

Criteria CaixaCorp SA

4,210,900

21,892

Distribuidora Internacional de Alimentacion SA

5,726,396

52,349

Grifols SA ADR

1,208,550

36,450

Inditex SA (d)

481,679

79,134

TOTAL SPAIN

410,880

Sweden - 4.1%

ASSA ABLOY AB (B Shares)

1,783,400

88,536

Intrum Justitia AB

1,835,800

48,869

Investment AB Kinnevik (B Shares)

2,363,300

87,091

Nordea Bank AB

6,100,600

78,140

Svenska Cellulosa AB (SCA) (B Shares)

3,591,900

101,991

Svenska Handelsbanken AB (A Shares)

1,258,200

57,007

TOTAL SWEDEN

461,634

Switzerland - 6.4%

Credit Suisse Group

1,039,246

32,329

Lonza Group AG

476,868

42,623

Partners Group Holding AG

230,056

59,609

Roche Holding AG (participation certificate)

821,773

227,506

Schindler Holding AG (participation certificate)

260,065

36,888

SGS SA (Reg.)

7,770

18,206

Swatch Group AG (Bearer)

36,702

23,481

Syngenta AG (Switzerland)

179,374

72,398

UBS AG

8,311,378

160,751

Zurich Insurance Group AG

180,481

49,907

TOTAL SWITZERLAND

723,698

Common Stocks - continued

Shares

Value (000s)

Taiwan - 0.6%

ECLAT Textile Co. Ltd.

2,457,180

$ 27,005

Taiwan Semiconductor Manufacturing Co. Ltd.

11,289,000

41,528

TOTAL TAIWAN

68,533

United Kingdom - 15.9%

Aberdeen Asset Management PLC

5,975,132

42,432

Alabama Noor Hospitals Group PLC (a)

1,829,400

24,933

Associated British Foods PLC

1,571,500

57,123

Barclays PLC

22,636,113

95,241

BG Group PLC

3,923,700

80,119

BHP Billiton PLC

2,080,582

64,204

British American Tobacco PLC (United Kingdom)

881,200

48,618

Croda International PLC

630,000

24,607

Diageo PLC

4,394,219

140,077

Foxtons Group PLC

2,178,500

11,134

Hikma Pharmaceuticals PLC

3,197,720

61,578

HSBC Holdings PLC (United Kingdom)

12,266,193

134,454

Intertek Group PLC

893,600

47,741

ITV PLC

11,642,037

35,635

Jazztel PLC (a)

4,681,964

51,364

Legal & General Group PLC

26,720,558

92,671

Liberty Global PLC Class A (a)

610,800

47,868

London Stock Exchange Group PLC

1,729,000

45,521

Meggitt PLC

6,842,366

62,809

Next PLC

781,744

68,250

Ocado Group PLC (a)

8,103,297

56,389

Persimmon PLC

2,082,200

42,233

Reckitt Benckiser Group PLC

788,600

61,300

Rolls-Royce Group PLC

4,197,715

77,402

Rotork PLC

717,800

32,951

Royal Mail PLC

788,800

7,083

SABMiller PLC

1,478,600

77,145

Taylor Wimpey PLC

18,277,100

32,295

The Restaurant Group PLC

1,992,100

18,398

Ultra Electronics Holdings PLC

614,667

19,061

Vodafone Group PLC

36,632,743

134,177

TOTAL UNITED KINGDOM

1,794,813

United States of America - 2.7%

Beam, Inc.

387,400

26,072

Google, Inc. Class A (a)

60,100

61,938

Illumina, Inc. (a)

12,500

1,169

Common Stocks - continued

Shares

Value (000s)

United States of America - continued

MasterCard, Inc. Class A

160,100

$ 114,808

McGraw-Hill Companies, Inc.

488,400

34,032

Sohu.com, Inc. (a)

313,700

21,005

Visa, Inc. Class A

260,000

51,134

TOTAL UNITED STATES OF AMERICA

310,158

TOTAL COMMON STOCKS

(Cost $8,462,801)


10,703,033

Nonconvertible Preferred Stocks - 1.5%

 

 

 

 

Germany - 1.5%

Volkswagen AG

650,200

165,262

United Kingdom - 0.0%

Rolls-Royce Group PLC Series C

361,003,490

579

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $133,620)


165,841

Government Obligations - 0.1%

 

Principal Amount (000s)

 

United States of America - 0.1%

U.S. Treasury Bills, yield at date of purchase 0.02% to 0.04% 1/2/14 (e)
(Cost $6,960)

$ 6,960


6,960

Money Market Funds - 4.0%

Shares

 

Fidelity Cash Central Fund, 0.09% (b)

431,996,301

431,996

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

22,072,034

22,072

TOTAL MONEY MARKET FUNDS

(Cost $454,068)


454,068

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $9,057,449)

11,329,902

NET OTHER ASSETS (LIABILITIES) - (0.3)%

(35,016)

NET ASSETS - 100%

$ 11,294,886

Futures Contracts

Expiration Date

Underlying Face Amount at Value (000s)

Unrealized Appreciation/
(Depreciation) (000s)

Purchased

Equity Index Contracts

1,572 Nikkei 225 Index Contracts (Japan)

Dec. 2013

$ 113,695

$ 4,238

 

The face value of futures purchased as a percentage of net assets is 1%

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 $6,960,000.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 420

Fidelity Securities Lending Cash Central Fund

5,441

Total

$ 5,861

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Boyner Buyuk Magazacilik A/S

$ 10,764

$ -

$ 16,020

$ -

$ -

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 table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 1,843,308

$ 1,414,445

$ 418,062

$ 10,801

Consumer Staples

1,147,236

582,788

564,448

-

Energy

441,636

267,909

173,727

-

Financials

2,821,082

1,658,069

1,163,013

-

Health Care

1,087,724

771,553

316,171

-

Industrials

1,451,790

1,132,697

319,093

-

Information Technology

867,159

575,926

291,233

-

Materials

577,937

441,335

136,602

-

Telecommunication Services

565,743

162,001

403,742

-

Utilities

65,259

65,259

-

-

Government Obligations

6,960

-

6,960

-

Money Market Funds

454,068

454,068

-

-

Total Investments in Securities:

$ 11,329,902

$ 7,526,050

$ 3,793,051

$ 10,801

Derivative Instruments:

Assets

Futures Contracts

$ 4,238

$ 4,238

$ -

$ -

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 (000s)

Level 1 to Level 2

$ 712,449

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)

$ 4,238

$ -

(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


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $21,646) - See accompanying schedule:

Unaffiliated issuers (cost $8,603,381)

$ 10,875,834

 

Fidelity Central Funds (cost $454,068)

454,068

 

Total Investments (cost $9,057,449)

 

$ 11,329,902

Foreign currency held at value (cost $934)

924

Receivable for investments sold

8,555

Receivable for fund shares sold

7,336

Dividends receivable

20,216

Distributions receivable from Fidelity Central Funds

122

Prepaid expenses

35

Other receivables

4,081

Total assets

11,371,171

 

 

 

Liabilities

Payable for investments purchased

$ 38,436

Payable for fund shares redeemed

5,719

Accrued management fee

6,631

Distribution and service plan fees payable

128

Payable for daily variation margin for derivative instruments

983

Other affiliated payables

1,581

Other payables and accrued expenses

735

Collateral on securities loaned, at value

22,072

Total liabilities

76,285

 

 

 

Net Assets

$ 11,294,886

Net Assets consist of:

 

Paid in capital

$ 9,866,929

Undistributed net investment income

131,430

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

(979,010)

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

2,275,537

Net Assets

$ 11,294,886

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($346,717.68 ÷ 8,780.120 shares)

$ 39.49

 

 

 

Maximum offering price per share (100/94.25 of $39.49)

$ 41.90

Class T:
Net Asset Value
and redemption price per share ($53,183.51 ÷ 1,355.789 shares)

$ 39.23

 

 

 

Maximum offering price per share (100/96.50 of $39.23)

$ 40.65

Class B:
Net Asset Value
and offering price per share ($6,686.96 ÷ 171.088 shares)A

$ 39.08

 

 

 

Class C:
Net Asset Value
and offering price per share ($36,470.54 ÷ 933.457 shares)A

$ 39.07

 

 

 

International Discovery:
Net Asset Value
, offering price and redemption price per share ($7,799,575.78 ÷ 195,853.386 shares)

$ 39.82

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($2,576,018.46 ÷ 64,786.777 shares)

$ 39.76

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($476,126.48 ÷ 11,975.218 shares)

$ 39.76

 

 

 

Class Z:
Net Asset Value
, offering price and redemption price per share ($106.86 ÷ 2.687 shares)

$ 39.77

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

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

Annual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Year ended October 31, 2013

 

  

  

Investment Income

  

  

Dividends

 

$ 233,738

Interest

 

3

Income from Fidelity Central Funds

 

5,861

Income before foreign taxes withheld

 

239,602

Less foreign taxes withheld

 

(17,198)

Total income

 

222,404

 

 

 

Expenses

Management fee
Basic fee

$ 67,899

Performance adjustment

6,089

Transfer agent fees

16,474

Distribution and service plan fees

1,432

Accounting and security lending fees

1,778

Custodian fees and expenses

1,352

Independent trustees' compensation

54

Registration fees

215

Audit

119

Legal

24

Miscellaneous

76

Total expenses before reductions

95,512

Expense reductions

(2,311)

93,201

Net investment income (loss)

129,203

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

671,713

Other affiliated issuers

4,258

 

Foreign currency transactions

(1,963)

Futures contracts

51,368

Total net realized gain (loss)

 

725,376

Change in net unrealized appreciation (depreciation) on:

Investment securities

1,459,188

Assets and liabilities in foreign currencies

(54)

Futures contracts

4,238

Total change in net unrealized appreciation (depreciation)

 

1,463,372

Net gain (loss)

2,188,748

Net increase (decrease) in net assets resulting from operations

$ 2,317,951

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

Annual Report

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 129,203

$ 143,212

Net realized gain (loss)

725,376

(207,579)

Change in net unrealized appreciation (depreciation)

1,463,372

762,141

Net increase (decrease) in net assets resulting
from operations

2,317,951

697,774

Distributions to shareholders from net investment income

(146,031)

(118,968)

Distributions to shareholders from net realized gain

(8,413)

-

Total distributions

(154,444)

(118,968)

Share transactions - net increase (decrease)

714,712

(915,362)

Redemption fees

128

128

Total increase (decrease) in net assets

2,878,347

(336,428)

 

 

 

Net Assets

Beginning of period

8,416,539

8,752,967

End of period (including undistributed net investment income of $131,430 and undistributed net investment income of $126,507, respectively)

$ 11,294,886

$ 8,416,539

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.66

$ 29.43

$ 32.07

$ 28.57

$ 23.68

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .34

  .41

  .42

  .31

  .31

Net realized and unrealized gain (loss)

  7.97

  2.11

  (2.52)

  3.51

  4.84

Total from investment operations

  8.31

  2.52

  (2.10)

  3.82

  5.15

Distributions from net investment income

  (.45)

  (.29)

  (.38)

  (.28)

  (.26)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.48)

  (.29)

  (.54)

  (.32)

  (.26)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.49

$ 31.66

$ 29.43

$ 32.07

$ 28.57

Total Return A,B

  26.59%

  8.70%

  (6.71)%

  13.43%

  22.14%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  1.35%

  1.34%

  1.30%

  1.33%

  1.37%

Expenses net of fee waivers, if any

  1.35%

  1.34%

  1.29%

  1.33%

  1.37%

Expenses net of all reductions

  1.33%

  1.31%

  1.25%

  1.28%

  1.32%

Net investment income (loss)

  .97%

  1.41%

  1.31%

  1.06%

  1.28%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 347

$ 299

$ 320

$ 392

$ 414

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.42

$ 29.18

$ 31.81

$ 28.35

$ 23.49

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .26

  .34

  .34

  .23

  .24

Net realized and unrealized gain (loss)

  7.92

  2.09

  (2.51)

  3.48

  4.81

Total from investment operations

  8.18

  2.43

  (2.17)

  3.71

  5.05

Distributions from net investment income

  (.34)

  (.19)

  (.30)

  (.21)

  (.19)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.37)

  (.19)

  (.46)

  (.25)

  (.19)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.23

$ 31.42

$ 29.18

$ 31.81

$ 28.35

Total Return A,B

  26.31%

  8.41%

  (6.96)%

  13.14%

  21.79%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  1.59%

  1.59%

  1.56%

  1.60%

  1.65%

Expenses net of fee waivers, if any

  1.59%

  1.59%

  1.55%

  1.60%

  1.65%

Expenses net of all reductions

  1.57%

  1.56%

  1.51%

  1.56%

  1.60%

Net investment income (loss)

  .73%

  1.16%

  1.05%

  .79%

  1.00%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 53

$ 46

$ 61

$ 92

$ 83

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.28

$ 29.02

$ 31.60

$ 28.18

$ 23.25

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .19

  .17

  .08

  .12

Net realized and unrealized gain (loss)

  7.90

  2.09

  (2.48)

  3.44

  4.81

Total from investment operations

  7.98

  2.28

  (2.31)

  3.52

  4.93

Distributions from net investment income

  (.15)

  (.02)

  (.12)

  (.06)

  -

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.18)

  (.02)

  (.27) H

  (.10)

  -

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.08

$ 31.28

$ 29.02

$ 31.60

$ 28.18

Total Return A,B

  25.64%

  7.85%

  (7.39)%

  12.52%

  21.20%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  2.10%

  2.09%

  2.06%

  2.12%

  2.16%

Expenses net of fee waivers, if any

  2.10%

  2.09%

  2.06%

  2.12%

  2.16%

Expenses net of all reductions

  2.08%

  2.06%

  2.02%

  2.08%

  2.11%

Net investment income (loss)

  .22%

  .66%

  .54%

  .27%

  .49%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 7

$ 8

$ 10

$ 14

$ 16

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

H Total distributions of $.27 per share is comprised of distributions from net investment income of $.115 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.32

$ 29.08

$ 31.68

$ 28.23

$ 23.31

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .19

  .18

  .09

  .12

Net realized and unrealized gain (loss)

  7.90

  2.09

  (2.49)

  3.45

  4.82

Total from investment operations

  7.98

  2.28

  (2.31)

  3.54

  4.94

Distributions from net investment income

  (.20)

  (.04)

  (.14)

  (.05)

  (.02)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.23)

  (.04)

  (.29) H

  (.09)

  (.02)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.07

$ 31.32

$ 29.08

$ 31.68

$ 28.23

Total Return A,B

  25.65%

  7.86%

  (7.37)%

  12.54%

  21.22%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  2.10%

  2.09%

  2.05%

  2.09%

  2.14%

Expenses net of fee waivers, if any

  2.09%

  2.09%

  2.04%

  2.09%

  2.14%

Expenses net of all reductions

  2.07%

  2.06%

  2.00%

  2.05%

  2.09%

Net investment income (loss)

  .23%

  .66%

  .56%

  .30%

  .51%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 36

$ 30

$ 33

$ 44

$ 43

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

H Total distributions of $.29 per share is comprised of distributions from net investment income of $.137 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - International Discovery

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.91

$ 29.69

$ 32.34

$ 28.79

$ 23.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .47

  .51

  .53

  .40

  .37

Net realized and unrealized gain (loss)

  8.02

  2.12

  (2.54)

  3.54

  4.88

Total from investment operations

  8.49

  2.63

  (2.01)

  3.94

  5.25

Distributions from net investment income

  (.55)

  (.41)

  (.48)

  (.35)

  (.34)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.58)

  (.41)

  (.64)

  (.39)

  (.34)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.82

$ 31.91

$ 29.69

$ 32.34

$ 28.79

Total Return A

  27.03%

  9.03%

  (6.39)%

  13.76%

  22.47%

Ratios to Average Net Assets C,E

 

 

 

 

Expenses before reductions

  1.00%

  1.01%

  .97%

  1.05%

  1.12%

Expenses net of fee waivers, if any

  1.00%

  1.01%

  .96%

  1.05%

  1.12%

Expenses net of all reductions

  .98%

  .98%

  .92%

  1.00%

  1.07%

Net investment income (loss)

  1.32%

  1.73%

  1.64%

  1.35%

  1.53%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 7,800

$ 5,965

$ 6,806

$ 8,133

$ 8,114

Portfolio turnover rate D

  65%

  68%

  75%

  82%

  98%

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

$ 31.87

$ 29.66

$ 32.32

$ 28.78

$ 23.90

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .52

  .57

  .58

  .46

  .44

Net realized and unrealized gain (loss)

  8.01

  2.11

  (2.54)

  3.53

  4.86

Total from investment operations

  8.53

  2.68

  (1.96)

  3.99

  5.30

Distributions from net investment income

  (.61)

  (.47)

  (.55)

  (.41)

  (.42)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.64)

  (.47)

  (.70) G

  (.45)

  (.42)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.76

$ 31.87

$ 29.66

$ 32.32

$ 28.78

Total Return A

  27.23%

  9.24%

  (6.24)%

  13.96%

  22.80%

Ratios to Average Net Assets C,E

 

 

 

 

Expenses before reductions

  .85%

  .83%

  .80%

  .84%

  .88%

Expenses net of fee waivers, if any

  .85%

  .83%

  .79%

  .84%

  .88%

Expenses net of all reductions

  .83%

  .80%

  .75%

  .79%

  .83%

Net investment income (loss)

  1.47%

  1.91%

  1.81%

  1.55%

  1.77%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 2,576

$ 1,776

$ 1,245

$ 1,078

$ 674

Portfolio turnover rate D

  65%

  68%

  75%

  82%

  98%

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 $.70 per share is comprised of distributions from net investment income of $.548 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.87

$ 29.65

$ 32.31

$ 28.77

$ 23.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .47

  .52

  .54

  .41

  .39

Net realized and unrealized gain (loss)

  8.01

  2.11

  (2.55)

  3.55

  4.86

Total from investment operations

  8.48

  2.63

  (2.01)

  3.96

  5.25

Distributions from net investment income

  (.56)

  (.41)

  (.50)

  (.38)

  (.39)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.59)

  (.41)

  (.65) G

  (.42)

  (.39)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.76

$ 31.87

$ 29.65

$ 32.31

$ 28.77

Total Return A

  27.03%

  9.07%

  (6.39)%

  13.84%

  22.52%

Ratios to Average Net Assets C,E

 

 

 

 

Expenses before reductions

  1.00%

  1.00%

  .95%

  .99%

  1.05%

Expenses net of fee waivers, if any

  1.00%

  1.00%

  .94%

  .99%

  1.05%

Expenses net of all reductions

  .97%

  .97%

  .90%

  .95%

  1.00%

Net investment income (loss)

  1.33%

  1.75%

  1.66%

  1.40%

  1.60%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 476

$ 294

$ 278

$ 319

$ 267

Portfolio turnover rate D

  65%

  68%

  75%

  82%

  98%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Amount represents less than $.01 per share.

G Total distributions of $.65 per share is comprised of distributions from net investment income of $.497 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - Class Z

Year ended October 31,

2013 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 37.22

Income from Investment Operations

 

Net investment income (loss) D

  .07

Net realized and unrealized gain (loss)

  2.48

Total from investment operations

  2.55

Redemption fees added to paid in capital D,I

  -

Net asset value, end of period

$ 39.77

Total Return B,C

  6.85%

Ratios to Average Net Assets E,H

 

Expenses before reductions

  .85% A

Expenses net of fee waivers, if any

  .85% A

Expenses net of all reductions

  .83% A

Net investment income (loss)

  .76% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 107

Portfolio turnover rate F

  65%

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 August 13, 2013 (commencement of sale of shares) to October 31, 2013.

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

I Amount represents less than $.01 per share.

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

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

(Amounts in thousands except percentages)

1. Organization.

Fidelity International Discovery Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund commenced sale of Class Z shares on August 13, 2013. The Fund offers Class A, Class T, Class C, International Discovery, Class K, Institutional Class and Class Z 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

Annual Report

3. Significant Accounting Policies - continued

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. 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.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

$ 2,288,825

Gross unrealized depreciation

(128,376)

Net unrealized appreciation (depreciation) on securities and other investments

$ 2,160,449

 

 

Tax Cost

$ 9,169,453

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

Undistributed ordinary income

$ 219,779

Capital loss carryforward

$ (950,903)

Net unrealized appreciation (depreciation)

$ 2,159,295

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital loss carryforwards are only available to offset future capital gains of the 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

$ (950,903)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 154,444

$ 118,968

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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.

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

Annual Report

4. Derivative Instruments - continued

Futures Contracts - continued

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 $51,368 and a change in net unrealized appreciation (depreciation) of $4,238 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 $6,591,378 and $5,993,057, 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 International Discovery 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 .77% 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

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

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

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 796

$ 9

Class T

.25%

.25%

243

2

Class B

.75%

.25%

69

52

Class C

.75%

.25%

324

25

 

 

 

$ 1,432

$ 88

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

$ 56

Class T

5

Class B*

9

Class C*

2

 

$ 72

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

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

Class K's and Class Z'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 applicable class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 954

.30

Class T

141

.29

Class B

21

.30

Class C

96

.29

International Discovery

13,480

.20

Class K

1,069

.05

Institutional Class

713

.19

Class Z

-*

.05**

 

$ 16,474

 

* Amount represents eleven dollars.

** Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. 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 $4 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 $20 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

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 $5,441, including $40 from securities loaned to FCM.

9. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of the following class' operating expense.

During the period, this reimbursement reduced expenses as follows:

 

Reimbursement

International Discovery

$ 10

Class K

3

Institutional Class

1

 

$ 14

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 $2,236 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $61.

Annual Report

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

$ 4,138

$ 3,123

Class T

492

388

Class B

34

6

Class C

186

44

International Discovery

101,466

90,633

Class K

34,651

20,917

Institutional Class

5,064

3,857

Total

$ 146,031

$ 118,968

From net realized gain

 

 

Class A

$ 297

$ -

Class T

46

-

Class B

7

-

Class C

30

-

International Discovery

5,914

-

Class K

1,827

-

Institutional Class

292

-

Total

$ 8,413

$ -

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013 A

2012

2013 A

2012

Class A

 

 

 

 

Shares sold

1,772

1,927

$ 62,186

$ 56,732

Reinvestment of distributions

132

101

4,249

2,828

Shares redeemed

(2,553)

(3,468)

(88,988)

(100,935)

Net increase (decrease)

(649)

(1,440)

$ (22,553)

$ (41,375)

Class T

 

 

 

 

Shares sold

227

220

$ 7,911

$ 6,409

Reinvestment of distributions

16

13

512

369

Shares redeemed

(347)

(860)

(11,997)

(25,207)

Net increase (decrease)

(104)

(627)

$ (3,574)

$ (18,429)

Class B

 

 

 

 

Shares sold

4

3

$ 137

$ 87

Reinvestment of distributions

1

-

39

5

Shares redeemed

(75)

(113)

(2,570)

(3,297)

Net increase (decrease)

(70)

(110)

$ (2,394)

$ (3,205)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013 A

2012

2013 A

2012

Class C

 

 

 

 

Shares sold

184

212

$ 6,532

$ 6,111

Reinvestment of distributions

6

1

193

39

Shares redeemed

(207)

(395)

(7,250)

(11,440)

Net increase (decrease)

(17)

(182)

$ (525)

$ (5,290)

International Discovery

 

 

 

 

Shares sold

37,338

20,324

$ 1,332,523

$ 608,478

Reinvestment of distributions

3,176

3,081

102,608

86,858

Shares redeemed

(31,569)

(65,748)

(1,103,313)

(1,937,202)

Net increase (decrease)

8,945

(42,343)

$ 331,818

$ (1,241,866)

Class K

 

 

 

 

Shares sold

19,989

26,836

$ 699,723

$ 788,860

Reinvestment of distributions

1,132

744

36,478

20,917

Shares redeemed

(12,053)

(13,817)

(423,712)

(410,022)

Net increase (decrease)

9,068

13,763

$ 312,489

$ 399,755

Institutional Class

 

 

 

 

Shares sold

4,893

2,049

$ 175,669

$ 59,460

Reinvestment of distributions

68

53

2,182

1,502

Shares redeemed

(2,219)

(2,256)

(78,500)

(65,914)

Net increase (decrease)

2,742

(154)

$ 99,351

$ (4,952)

Class Z

 

 

 

 

Shares sold

3

-

$ 100

$ -

Net increase (decrease)

3

-

$ 100

$ -

A Share transactions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to October 31, 2013.

12. Other.

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

At the end of the period, Strategic Advisers International Fund was the owner of record of approximately 11% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity International Discovery Fund (a fund of Fidelity Investment Trust) at October 31, 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 periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity International Discovery Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 16, 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.

Annual Report

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 1-800-544-8544.

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

 

Pay Date

Record Date

Dividends

Capital Gains

International Discovery

12/09/13

12/06/13

$0.473

$0.311

International Discovery Fund designates 1% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

International Discovery Fund designates 100% of the dividends during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

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

 

Pay Date

Income

Taxes

International Discovery Fund

12/10/12

$0.506

$0.0260

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 International Discovery Fund

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

The Board meets regularly and, at each of its meetings, 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, 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.

Annual Report

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 International Discovery Fund

igi197670

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 International Discovery Fund

igi197672

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.

Annual Report

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

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

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, the retail class, and Class K ranked below its competitive median for 2012 and the total expense ratio of Class T 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 Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (U.K.) Limited
Fidelity Management & Research
(Hong Kong) Limited
Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Northern Trust Company
Chicago, IL

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-8888

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

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

Fidelity Automated Service
Telephone (FAST®) igi197674
1-800-544-5555

igi197674
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

IGI-UANN-1213
1.807257.109

Fidelity®

International Discovery

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.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Past 10
years

Class KA,B

27.23%

12.77%

8.81%

A The initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008 are those of Fidelity® International Discovery Fund, the original class of the fund.

B Prior to October 1, 2004, the fund operated under certain different investment policies. The fund's historical performance may not represent its current investment policies.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® International Discovery Fund - 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.

gik387952

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, Portfolio Manager of Fidelity® International Discovery Fund: For the year, the fund's Class K shares returned 27.23%, tracking the 27.02% gain of its benchmark, the MSCI® EAFE® Index. Security selection aided relative performance, with notable outperformance in the U.K. and Japan. Positioning in the Asia Pacific ex Japan region and the materials sector also contributed, as did security selection in information technology. Top individual contributors included U.K.-based online-only supermarket Ocado Group, an out-of-index position that rallied after the company significantly expanded its business capacity. An overweighting in real estate leasing company ORIX stood out, as improved economic activity drove up real estate prices in Japan. By contrast, stock picks in core European countries, emerging markets and the automobiles & components segment of consumer discretionary detracted, along with a small cash position in an up market. Individual disappointments included Housing Development Finance, a large mortgage provider in India, whose stock declined along with the Indian rupee. An average underweighting in Toyota Motor also hurt, as the weakening yen combined with the company's market-share increases to propel the stock higher.

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

Annual Report


Shareholder Expense Example

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

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2013 to October 31, 2013) for Class A, Class T, Class B, Class C, International Discovery, Class K and Institutional Class and for the period (August 13, 2013 to October 31, 2013) for Class Z. The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year 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.

Annual Report

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

 

Annualized
Expense Ratio
B

Beginning
Account Value

Ending
Account Value
October 31, 2013

Expenses Paid
During Period

Class A

1.34%

 

 

 

Actual

 

$ 1,000.00

$ 1,089.10

$ 7.06 C

HypotheticalA

 

$ 1,000.00

$ 1,018.45

$ 6.82 D

Class T

1.58%

 

 

 

Actual

 

$ 1,000.00

$ 1,087.90

$ 8.31 C

HypotheticalA

 

$ 1,000.00

$ 1,017.24

$ 8.03 D

Class B

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 1,085.00

$ 10.98 C

HypotheticalA

 

$ 1,000.00

$ 1,014.67

$ 10.61 D

Class C

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 1,085.30

$ 10.99 C

HypotheticalA

 

$ 1,000.00

$ 1,014.67

$ 10.61 D

International Discovery

.99%

 

 

 

Actual

 

$ 1,000.00

$ 1,091.00

$ 5.22 C

HypotheticalA

 

$ 1,000.00

$ 1,020.21

$ 5.04 D

Class K

.85%

 

 

 

Actual

 

$ 1,000.00

$ 1,092.00

$ 4.48 C

HypotheticalA

 

$ 1,000.00

$ 1,020.92

$ 4.33 D

Institutional Class

.99%

 

 

 

Actual

 

$ 1,000.00

$ 1,091.10

$ 5.22 C

HypotheticalA

 

$ 1,000.00

$ 1,020.21

$ 5.04 D

Class Z

.85%

 

 

 

Actual

 

$ 1,000.00

$ 1,068.50

$ 1.93 C

HypotheticalA

 

$ 1,000.00

$ 1,020.92

$ 4.33 D

A 5% return per year before expenses

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

Annual Report

Shareholder Expense Example - continued

C Actual 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) for Class A, Class T, Class B, Class C, International Discovery, Class K and Institutional Class and multiplied by 80/365 (to reflect the period August 13, 2013 to October 31, 2013) for Class Z.

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

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

gik387954

Japan 18.2%

 

gik387956

United Kingdom 15.9%

 

gik387958

France 10.9%

 

gik387960

Germany 8.7%

 

gik387962

Switzerland 6.4%

 

gik387964

United States of America* 5.5%

 

gik387966

Sweden 4.1%

 

gik387968

Spain 3.6%

 

gik387970

Netherlands 3.3%

 

gik387972

Other 23.4%

 

gik387974

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

* Includes Short-Term Investments and Net Other Assets (Liabilities)

As of April 30, 2013

gik387954

Japan 20.5%

 

gik387956

United Kingdom 16.1%

 

gik387958

France 9.7%

 

gik387960

Germany 7.5%

 

gik387962

Switzerland 6.3%

 

gik387964

United States of America* 5.2%

 

gik387966

Australia 3.9%

 

gik387968

Sweden 2.7%

 

gik387970

Netherlands 2.5%

 

gik387972

Other 25.6%

 

gik387986

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

* Includes Short-Term Investments and Net Other Assets (Liabilities)

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

96.6

Short-Term Investments and Net Other Assets (Liabilities)

2.8

3.4

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.0

1.0

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

1.8

1.6

Bayer AG (Germany, Pharmaceuticals)

1.6

0.8

Toyota Motor Corp. (Japan, Automobiles)

1.6

0.7

Total SA (France, Oil, Gas & Consumable Fuels)

1.5

0.0

Volkswagen AG (Germany, Automobiles)

1.5

0.7

UBS AG (Switzerland, Capital Markets)

1.4

1.1

ORIX Corp. (Japan, Diversified Financial Services)

1.4

1.1

SoftBank Corp. (Japan, Wireless Telecommunication Services)

1.4

0.6

Banco Bilbao Vizcaya Argentaria SA (Spain, Commercial Banks)

1.3

0.7

 

15.5

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.8

24.3

Consumer Discretionary

16.4

16.5

Industrials

13.0

12.1

Consumer Staples

10.1

11.3

Health Care

9.5

8.9

Information Technology

7.7

7.5

Materials

5.2

5.7

Telecommunication Services

5.1

4.1

Energy

3.8

3.0

Utilities

0.6

1.1

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 94.7%

Shares

Value (000s)

Australia - 3.2%

Ansell Ltd.

2,268,950

$ 41,796

Australia & New Zealand Banking Group Ltd.

6,493,040

207,673

Ramsay Health Care Ltd.

1,619,364

59,385

Woodside Petroleum Ltd.

1,461,485

53,623

TOTAL AUSTRALIA

362,477

Austria - 0.2%

Andritz AG

455,300

28,047

Bailiwick of Jersey - 2.6%

Experian PLC

6,115,400

124,529

Wolseley PLC

1,508,304

81,283

WPP PLC

3,996,700

84,910

TOTAL BAILIWICK OF JERSEY

290,722

Belgium - 2.1%

Anheuser-Busch InBev SA NV

1,183,927

122,730

KBC Groupe SA

2,102,810

114,632

TOTAL BELGIUM

237,362

Bermuda - 0.3%

Cheung Kong Infrastructure Holdings Ltd.

5,048,000

35,127

Brazil - 0.1%

Arezzo Industria e Comercio SA

1,051,500

15,724

British Virgin Islands - 0.4%

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

1,193,800

44,027

Canada - 1.0%

Constellation Software, Inc.

159,200

29,002

InterOil Corp. (a)(d)

204,400

14,196

Suncor Energy, Inc.

2,012,600

73,138

TOTAL CANADA

116,336

Cayman Islands - 1.2%

Baidu.com, Inc. sponsored ADR (a)

123,100

19,807

Cimc Enric Holdings Ltd.

16,316,000

22,981

ENN Energy Holdings Ltd.

5,084,000

30,132

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

630,200

26,689

Greatview Aseptic Pack Co. Ltd.

26,392,000

16,612

Sands China Ltd.

1,460,800

10,382

Youku Tudou, Inc. ADR (a)(d)

300,200

8,177

TOTAL CAYMAN ISLANDS

134,780

Common Stocks - continued

Shares

Value (000s)

Cyprus - 0.0%

SPDI Secure Property Development & Investment PLC (a)

529,830

$ 597

Denmark - 0.6%

Novo Nordisk A/S Series B

396,489

66,036

Finland - 0.7%

Sampo Oyj (A Shares)

1,739,800

82,418

France - 10.9%

Arkema SA

487,670

55,368

Atos Origin SA

388,851

33,198

AXA SA

5,364,600

134,022

BNP Paribas SA

1,544,345

114,361

Bureau Veritas SA

1,413,000

42,667

Danone SA

905,500

67,152

Edenred SA

1,177,900

40,022

Havas SA

5,201,268

43,333

Iliad SA

213,972

48,924

Kering SA

373,000

84,753

Lafarge SA (Bearer) (d)

605,900

41,939

LVMH Moet Hennessy - Louis Vuitton SA

612,502

117,924

Sanofi SA

890,979

94,999

Schneider Electric SA

1,383,800

116,583

Technip SA

192,300

20,144

Total SA

2,831,600

173,727

TOTAL FRANCE

1,229,116

Germany - 7.2%

Aareal Bank AG (a)

1,044,895

40,185

adidas AG

541,900

61,863

BASF AG

1,265,455

131,663

Bayer AG

1,471,500

182,890

Brenntag AG

444,700

75,353

GEA Group AG

1,254,770

54,602

GSW Immobilien AG

430,481

20,019

HeidelbergCement Finance AG

860,300

67,818

KION Group AG (a)

577,867

23,538

LEG Immobilien AG

184,948

10,547

Siemens AG

1,110,885

141,963

TOTAL GERMANY

810,441

Common Stocks - continued

Shares

Value (000s)

Hong Kong - 1.8%

AIA Group Ltd.

20,789,200

$ 105,515

Techtronic Industries Co. Ltd.

39,683,000

99,809

TOTAL HONG KONG

205,324

India - 0.6%

Housing Development Finance Corp. Ltd.

3,139,461

43,561

United Spirits Ltd. 

444,545

18,569

TOTAL INDIA

62,130

Indonesia - 0.1%

PT Tower Bersama Infrastructure Tbk

17,734,500

8,967

Ireland - 2.0%

Actavis PLC (a)

308,100

47,626

Bank of Ireland (a)

146,718,100

53,399

James Hardie Industries PLC CDI

6,070,470

62,711

Kerry Group PLC Class A

945,600

60,555

TOTAL IRELAND

224,291

Italy - 1.0%

De Longhi SpA

2,248,100

34,797

Moleskine SpA

4,183,000

10,223

Tod's SpA

117,793

19,624

UniCredit SpA

3,689,800

27,754

World Duty Free SpA (a)

2,253,904

24,972

TOTAL ITALY

117,370

Japan - 17.2%

ABC-MART, Inc.

826,300

41,324

Aozora Bank Ltd.

16,056,000

46,675

ARNEST ONE Corp. (d)

306,200

8,395

Astellas Pharma, Inc.

768,700

42,852

Cosmos Pharmaceutical Corp.

245,800

29,946

Daikin Industries Ltd.

1,089,400

62,677

Don Quijote Co. Ltd.

1,818,400

121,044

Hajime Construction Co. Ltd.

34,900

2,406

Hitachi Ltd.

5,121,000

35,822

Japan Exchange Group, Inc.

2,589,500

60,201

Japan Tobacco, Inc.

3,948,700

142,879

Kakaku.com, Inc.

1,903,000

36,807

KDDI Corp.

2,082,700

112,792

Keyence Corp.

304,060

130,317

Leopalace21 Corp. (a)

6,899,700

47,901

Common Stocks - continued

Shares

Value (000s)

Japan - continued

Miraca Holdings, Inc.

196,700

$ 8,863

Mitsubishi UFJ Financial Group, Inc.

18,169,200

115,706

Nomura Real Estate Holdings, Inc.

563,300

14,252

Omron Corp.

1,225,300

46,759

ORIX Corp.

9,072,900

157,152

Park24 Co. Ltd.

1,342,800

26,218

Rakuten, Inc.

5,237,700

68,245

Santen Pharmaceutical Co. Ltd.

1,166,900

59,239

Seven & i Holdings Co., Ltd.

2,167,000

80,198

Shinsei Bank Ltd.

24,904,000

58,308

Ship Healthcare Holdings, Inc.

1,076,700

44,182

SoftBank Corp.

2,099,300

156,773

Toyota Motor Corp.

2,789,300

180,853

USS Co. Ltd.

450,400

6,596

TOTAL JAPAN

1,945,382

Korea (South) - 0.9%

Hyundai Motor Co.

206,848

49,311

NHN Corp.

69,296

38,981

Orion Corp.

14,973

14,602

TOTAL KOREA (SOUTH)

102,894

Luxembourg - 0.3%

Brait SA

6,048,833

29,465

Mexico - 0.2%

Alsea S.A.B. de CV

7,662,195

23,831

Netherlands - 3.3%

AEGON NV

5,028,800

40,014

ASML Holding NV

772,233

73,084

European Aeronautic Defence and Space Co. (EADS) NV

176,700

12,142

Koninklijke Ahold NV

2,412,842

45,930

Koninklijke Philips Electronics NV

2,496,700

88,235

Randstad Holding NV

717,740

44,296

Royal DSM NV

536,200

40,617

Yandex NV (a)

861,400

31,751

TOTAL NETHERLANDS

376,069

New Zealand - 0.4%

Ryman Healthcare Group Ltd.

7,311,565

45,597

Norway - 1.0%

DNB ASA

6,068,755

107,551

Common Stocks - continued

Shares

Value (000s)

Philippines - 0.1%

Alliance Global Group, Inc.

26,741,800

$ 16,306

Russia - 0.5%

Mobile TeleSystems OJSC sponsored ADR

2,313,400

52,746

Singapore - 0.4%

Global Logistic Properties Ltd.

16,214,205

40,333

South Africa - 1.1%

Naspers Ltd. Class N

1,302,700

121,851

Spain - 3.6%

Amadeus IT Holding SA Class A

1,319,900

49,014

Antena 3 de Television SA

1,515,400

25,411

Banco Bilbao Vizcaya Argentaria SA

12,546,524

146,630

Criteria CaixaCorp SA

4,210,900

21,892

Distribuidora Internacional de Alimentacion SA

5,726,396

52,349

Grifols SA ADR

1,208,550

36,450

Inditex SA (d)

481,679

79,134

TOTAL SPAIN

410,880

Sweden - 4.1%

ASSA ABLOY AB (B Shares)

1,783,400

88,536

Intrum Justitia AB

1,835,800

48,869

Investment AB Kinnevik (B Shares)

2,363,300

87,091

Nordea Bank AB

6,100,600

78,140

Svenska Cellulosa AB (SCA) (B Shares)

3,591,900

101,991

Svenska Handelsbanken AB (A Shares)

1,258,200

57,007

TOTAL SWEDEN

461,634

Switzerland - 6.4%

Credit Suisse Group

1,039,246

32,329

Lonza Group AG

476,868

42,623

Partners Group Holding AG

230,056

59,609

Roche Holding AG (participation certificate)

821,773

227,506

Schindler Holding AG (participation certificate)

260,065

36,888

SGS SA (Reg.)

7,770

18,206

Swatch Group AG (Bearer)

36,702

23,481

Syngenta AG (Switzerland)

179,374

72,398

UBS AG

8,311,378

160,751

Zurich Insurance Group AG

180,481

49,907

TOTAL SWITZERLAND

723,698

Common Stocks - continued

Shares

Value (000s)

Taiwan - 0.6%

ECLAT Textile Co. Ltd.

2,457,180

$ 27,005

Taiwan Semiconductor Manufacturing Co. Ltd.

11,289,000

41,528

TOTAL TAIWAN

68,533

United Kingdom - 15.9%

Aberdeen Asset Management PLC

5,975,132

42,432

Alabama Noor Hospitals Group PLC (a)

1,829,400

24,933

Associated British Foods PLC

1,571,500

57,123

Barclays PLC

22,636,113

95,241

BG Group PLC

3,923,700

80,119

BHP Billiton PLC

2,080,582

64,204

British American Tobacco PLC (United Kingdom)

881,200

48,618

Croda International PLC

630,000

24,607

Diageo PLC

4,394,219

140,077

Foxtons Group PLC

2,178,500

11,134

Hikma Pharmaceuticals PLC

3,197,720

61,578

HSBC Holdings PLC (United Kingdom)

12,266,193

134,454

Intertek Group PLC

893,600

47,741

ITV PLC

11,642,037

35,635

Jazztel PLC (a)

4,681,964

51,364

Legal & General Group PLC

26,720,558

92,671

Liberty Global PLC Class A (a)

610,800

47,868

London Stock Exchange Group PLC

1,729,000

45,521

Meggitt PLC

6,842,366

62,809

Next PLC

781,744

68,250

Ocado Group PLC (a)

8,103,297

56,389

Persimmon PLC

2,082,200

42,233

Reckitt Benckiser Group PLC

788,600

61,300

Rolls-Royce Group PLC

4,197,715

77,402

Rotork PLC

717,800

32,951

Royal Mail PLC

788,800

7,083

SABMiller PLC

1,478,600

77,145

Taylor Wimpey PLC

18,277,100

32,295

The Restaurant Group PLC

1,992,100

18,398

Ultra Electronics Holdings PLC

614,667

19,061

Vodafone Group PLC

36,632,743

134,177

TOTAL UNITED KINGDOM

1,794,813

United States of America - 2.7%

Beam, Inc.

387,400

26,072

Google, Inc. Class A (a)

60,100

61,938

Illumina, Inc. (a)

12,500

1,169

Common Stocks - continued

Shares

Value (000s)

United States of America - continued

MasterCard, Inc. Class A

160,100

$ 114,808

McGraw-Hill Companies, Inc.

488,400

34,032

Sohu.com, Inc. (a)

313,700

21,005

Visa, Inc. Class A

260,000

51,134

TOTAL UNITED STATES OF AMERICA

310,158

TOTAL COMMON STOCKS

(Cost $8,462,801)


10,703,033

Nonconvertible Preferred Stocks - 1.5%

 

 

 

 

Germany - 1.5%

Volkswagen AG

650,200

165,262

United Kingdom - 0.0%

Rolls-Royce Group PLC Series C

361,003,490

579

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $133,620)


165,841

Government Obligations - 0.1%

 

Principal Amount (000s)

 

United States of America - 0.1%

U.S. Treasury Bills, yield at date of purchase 0.02% to 0.04% 1/2/14 (e)
(Cost $6,960)

$ 6,960


6,960

Money Market Funds - 4.0%

Shares

 

Fidelity Cash Central Fund, 0.09% (b)

431,996,301

431,996

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

22,072,034

22,072

TOTAL MONEY MARKET FUNDS

(Cost $454,068)


454,068

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $9,057,449)

11,329,902

NET OTHER ASSETS (LIABILITIES) - (0.3)%

(35,016)

NET ASSETS - 100%

$ 11,294,886

Futures Contracts

Expiration Date

Underlying Face Amount at Value (000s)

Unrealized Appreciation/
(Depreciation) (000s)

Purchased

Equity Index Contracts

1,572 Nikkei 225 Index Contracts (Japan)

Dec. 2013

$ 113,695

$ 4,238

 

The face value of futures purchased as a percentage of net assets is 1%

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 $6,960,000.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 420

Fidelity Securities Lending Cash Central Fund

5,441

Total

$ 5,861

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Boyner Buyuk Magazacilik A/S

$ 10,764

$ -

$ 16,020

$ -

$ -

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 table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 1,843,308

$ 1,414,445

$ 418,062

$ 10,801

Consumer Staples

1,147,236

582,788

564,448

-

Energy

441,636

267,909

173,727

-

Financials

2,821,082

1,658,069

1,163,013

-

Health Care

1,087,724

771,553

316,171

-

Industrials

1,451,790

1,132,697

319,093

-

Information Technology

867,159

575,926

291,233

-

Materials

577,937

441,335

136,602

-

Telecommunication Services

565,743

162,001

403,742

-

Utilities

65,259

65,259

-

-

Government Obligations

6,960

-

6,960

-

Money Market Funds

454,068

454,068

-

-

Total Investments in Securities:

$ 11,329,902

$ 7,526,050

$ 3,793,051

$ 10,801

Derivative Instruments:

Assets

Futures Contracts

$ 4,238

$ 4,238

$ -

$ -

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 (000s)

Level 1 to Level 2

$ 712,449

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)

$ 4,238

$ -

(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


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $21,646) - See accompanying schedule:

Unaffiliated issuers (cost $8,603,381)

$ 10,875,834

 

Fidelity Central Funds (cost $454,068)

454,068

 

Total Investments (cost $9,057,449)

 

$ 11,329,902

Foreign currency held at value (cost $934)

924

Receivable for investments sold

8,555

Receivable for fund shares sold

7,336

Dividends receivable

20,216

Distributions receivable from Fidelity Central Funds

122

Prepaid expenses

35

Other receivables

4,081

Total assets

11,371,171

 

 

 

Liabilities

Payable for investments purchased

$ 38,436

Payable for fund shares redeemed

5,719

Accrued management fee

6,631

Distribution and service plan fees payable

128

Payable for daily variation margin for derivative instruments

983

Other affiliated payables

1,581

Other payables and accrued expenses

735

Collateral on securities loaned, at value

22,072

Total liabilities

76,285

 

 

 

Net Assets

$ 11,294,886

Net Assets consist of:

 

Paid in capital

$ 9,866,929

Undistributed net investment income

131,430

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

(979,010)

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

2,275,537

Net Assets

$ 11,294,886

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($346,717.68 ÷ 8,780.120 shares)

$ 39.49

 

 

 

Maximum offering price per share (100/94.25 of $39.49)

$ 41.90

Class T:
Net Asset Value
and redemption price per share ($53,183.51 ÷ 1,355.789 shares)

$ 39.23

 

 

 

Maximum offering price per share (100/96.50 of $39.23)

$ 40.65

Class B:
Net Asset Value
and offering price per share ($6,686.96 ÷ 171.088 shares)A

$ 39.08

 

 

 

Class C:
Net Asset Value
and offering price per share ($36,470.54 ÷ 933.457 shares)A

$ 39.07

 

 

 

International Discovery:
Net Asset Value
, offering price and redemption price per share ($7,799,575.78 ÷ 195,853.386 shares)

$ 39.82

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($2,576,018.46 ÷ 64,786.777 shares)

$ 39.76

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($476,126.48 ÷ 11,975.218 shares)

$ 39.76

 

 

 

Class Z:
Net Asset Value
, offering price and redemption price per share ($106.86 ÷ 2.687 shares)

$ 39.77

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

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

Annual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Year ended October 31, 2013

 

  

  

Investment Income

  

  

Dividends

 

$ 233,738

Interest

 

3

Income from Fidelity Central Funds

 

5,861

Income before foreign taxes withheld

 

239,602

Less foreign taxes withheld

 

(17,198)

Total income

 

222,404

 

 

 

Expenses

Management fee
Basic fee

$ 67,899

Performance adjustment

6,089

Transfer agent fees

16,474

Distribution and service plan fees

1,432

Accounting and security lending fees

1,778

Custodian fees and expenses

1,352

Independent trustees' compensation

54

Registration fees

215

Audit

119

Legal

24

Miscellaneous

76

Total expenses before reductions

95,512

Expense reductions

(2,311)

93,201

Net investment income (loss)

129,203

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

671,713

Other affiliated issuers

4,258

 

Foreign currency transactions

(1,963)

Futures contracts

51,368

Total net realized gain (loss)

 

725,376

Change in net unrealized appreciation (depreciation) on:

Investment securities

1,459,188

Assets and liabilities in foreign currencies

(54)

Futures contracts

4,238

Total change in net unrealized appreciation (depreciation)

 

1,463,372

Net gain (loss)

2,188,748

Net increase (decrease) in net assets resulting from operations

$ 2,317,951

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

Annual Report

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 129,203

$ 143,212

Net realized gain (loss)

725,376

(207,579)

Change in net unrealized appreciation (depreciation)

1,463,372

762,141

Net increase (decrease) in net assets resulting
from operations

2,317,951

697,774

Distributions to shareholders from net investment income

(146,031)

(118,968)

Distributions to shareholders from net realized gain

(8,413)

-

Total distributions

(154,444)

(118,968)

Share transactions - net increase (decrease)

714,712

(915,362)

Redemption fees

128

128

Total increase (decrease) in net assets

2,878,347

(336,428)

 

 

 

Net Assets

Beginning of period

8,416,539

8,752,967

End of period (including undistributed net investment income of $131,430 and undistributed net investment income of $126,507, respectively)

$ 11,294,886

$ 8,416,539

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.66

$ 29.43

$ 32.07

$ 28.57

$ 23.68

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .34

  .41

  .42

  .31

  .31

Net realized and unrealized gain (loss)

  7.97

  2.11

  (2.52)

  3.51

  4.84

Total from investment operations

  8.31

  2.52

  (2.10)

  3.82

  5.15

Distributions from net investment income

  (.45)

  (.29)

  (.38)

  (.28)

  (.26)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.48)

  (.29)

  (.54)

  (.32)

  (.26)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.49

$ 31.66

$ 29.43

$ 32.07

$ 28.57

Total Return A,B

  26.59%

  8.70%

  (6.71)%

  13.43%

  22.14%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  1.35%

  1.34%

  1.30%

  1.33%

  1.37%

Expenses net of fee waivers, if any

  1.35%

  1.34%

  1.29%

  1.33%

  1.37%

Expenses net of all reductions

  1.33%

  1.31%

  1.25%

  1.28%

  1.32%

Net investment income (loss)

  .97%

  1.41%

  1.31%

  1.06%

  1.28%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 347

$ 299

$ 320

$ 392

$ 414

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.42

$ 29.18

$ 31.81

$ 28.35

$ 23.49

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .26

  .34

  .34

  .23

  .24

Net realized and unrealized gain (loss)

  7.92

  2.09

  (2.51)

  3.48

  4.81

Total from investment operations

  8.18

  2.43

  (2.17)

  3.71

  5.05

Distributions from net investment income

  (.34)

  (.19)

  (.30)

  (.21)

  (.19)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.37)

  (.19)

  (.46)

  (.25)

  (.19)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.23

$ 31.42

$ 29.18

$ 31.81

$ 28.35

Total Return A,B

  26.31%

  8.41%

  (6.96)%

  13.14%

  21.79%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  1.59%

  1.59%

  1.56%

  1.60%

  1.65%

Expenses net of fee waivers, if any

  1.59%

  1.59%

  1.55%

  1.60%

  1.65%

Expenses net of all reductions

  1.57%

  1.56%

  1.51%

  1.56%

  1.60%

Net investment income (loss)

  .73%

  1.16%

  1.05%

  .79%

  1.00%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 53

$ 46

$ 61

$ 92

$ 83

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.28

$ 29.02

$ 31.60

$ 28.18

$ 23.25

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .19

  .17

  .08

  .12

Net realized and unrealized gain (loss)

  7.90

  2.09

  (2.48)

  3.44

  4.81

Total from investment operations

  7.98

  2.28

  (2.31)

  3.52

  4.93

Distributions from net investment income

  (.15)

  (.02)

  (.12)

  (.06)

  -

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.18)

  (.02)

  (.27) H

  (.10)

  -

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.08

$ 31.28

$ 29.02

$ 31.60

$ 28.18

Total Return A,B

  25.64%

  7.85%

  (7.39)%

  12.52%

  21.20%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  2.10%

  2.09%

  2.06%

  2.12%

  2.16%

Expenses net of fee waivers, if any

  2.10%

  2.09%

  2.06%

  2.12%

  2.16%

Expenses net of all reductions

  2.08%

  2.06%

  2.02%

  2.08%

  2.11%

Net investment income (loss)

  .22%

  .66%

  .54%

  .27%

  .49%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 7

$ 8

$ 10

$ 14

$ 16

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

H Total distributions of $.27 per share is comprised of distributions from net investment income of $.115 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.32

$ 29.08

$ 31.68

$ 28.23

$ 23.31

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .19

  .18

  .09

  .12

Net realized and unrealized gain (loss)

  7.90

  2.09

  (2.49)

  3.45

  4.82

Total from investment operations

  7.98

  2.28

  (2.31)

  3.54

  4.94

Distributions from net investment income

  (.20)

  (.04)

  (.14)

  (.05)

  (.02)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.23)

  (.04)

  (.29) H

  (.09)

  (.02)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.07

$ 31.32

$ 29.08

$ 31.68

$ 28.23

Total Return A,B

  25.65%

  7.86%

  (7.37)%

  12.54%

  21.22%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  2.10%

  2.09%

  2.05%

  2.09%

  2.14%

Expenses net of fee waivers, if any

  2.09%

  2.09%

  2.04%

  2.09%

  2.14%

Expenses net of all reductions

  2.07%

  2.06%

  2.00%

  2.05%

  2.09%

Net investment income (loss)

  .23%

  .66%

  .56%

  .30%

  .51%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 36

$ 30

$ 33

$ 44

$ 43

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

H Total distributions of $.29 per share is comprised of distributions from net investment income of $.137 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - International Discovery

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.91

$ 29.69

$ 32.34

$ 28.79

$ 23.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .47

  .51

  .53

  .40

  .37

Net realized and unrealized gain (loss)

  8.02

  2.12

  (2.54)

  3.54

  4.88

Total from investment operations

  8.49

  2.63

  (2.01)

  3.94

  5.25

Distributions from net investment income

  (.55)

  (.41)

  (.48)

  (.35)

  (.34)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.58)

  (.41)

  (.64)

  (.39)

  (.34)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.82

$ 31.91

$ 29.69

$ 32.34

$ 28.79

Total Return A

  27.03%

  9.03%

  (6.39)%

  13.76%

  22.47%

Ratios to Average Net Assets C,E

 

 

 

 

Expenses before reductions

  1.00%

  1.01%

  .97%

  1.05%

  1.12%

Expenses net of fee waivers, if any

  1.00%

  1.01%

  .96%

  1.05%

  1.12%

Expenses net of all reductions

  .98%

  .98%

  .92%

  1.00%

  1.07%

Net investment income (loss)

  1.32%

  1.73%

  1.64%

  1.35%

  1.53%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 7,800

$ 5,965

$ 6,806

$ 8,133

$ 8,114

Portfolio turnover rate D

  65%

  68%

  75%

  82%

  98%

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

$ 31.87

$ 29.66

$ 32.32

$ 28.78

$ 23.90

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .52

  .57

  .58

  .46

  .44

Net realized and unrealized gain (loss)

  8.01

  2.11

  (2.54)

  3.53

  4.86

Total from investment operations

  8.53

  2.68

  (1.96)

  3.99

  5.30

Distributions from net investment income

  (.61)

  (.47)

  (.55)

  (.41)

  (.42)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.64)

  (.47)

  (.70) G

  (.45)

  (.42)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.76

$ 31.87

$ 29.66

$ 32.32

$ 28.78

Total Return A

  27.23%

  9.24%

  (6.24)%

  13.96%

  22.80%

Ratios to Average Net Assets C,E

 

 

 

 

Expenses before reductions

  .85%

  .83%

  .80%

  .84%

  .88%

Expenses net of fee waivers, if any

  .85%

  .83%

  .79%

  .84%

  .88%

Expenses net of all reductions

  .83%

  .80%

  .75%

  .79%

  .83%

Net investment income (loss)

  1.47%

  1.91%

  1.81%

  1.55%

  1.77%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 2,576

$ 1,776

$ 1,245

$ 1,078

$ 674

Portfolio turnover rate D

  65%

  68%

  75%

  82%

  98%

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 $.70 per share is comprised of distributions from net investment income of $.548 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.87

$ 29.65

$ 32.31

$ 28.77

$ 23.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .47

  .52

  .54

  .41

  .39

Net realized and unrealized gain (loss)

  8.01

  2.11

  (2.55)

  3.55

  4.86

Total from investment operations

  8.48

  2.63

  (2.01)

  3.96

  5.25

Distributions from net investment income

  (.56)

  (.41)

  (.50)

  (.38)

  (.39)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.59)

  (.41)

  (.65) G

  (.42)

  (.39)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.76

$ 31.87

$ 29.65

$ 32.31

$ 28.77

Total Return A

  27.03%

  9.07%

  (6.39)%

  13.84%

  22.52%

Ratios to Average Net Assets C,E

 

 

 

 

Expenses before reductions

  1.00%

  1.00%

  .95%

  .99%

  1.05%

Expenses net of fee waivers, if any

  1.00%

  1.00%

  .94%

  .99%

  1.05%

Expenses net of all reductions

  .97%

  .97%

  .90%

  .95%

  1.00%

Net investment income (loss)

  1.33%

  1.75%

  1.66%

  1.40%

  1.60%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 476

$ 294

$ 278

$ 319

$ 267

Portfolio turnover rate D

  65%

  68%

  75%

  82%

  98%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Amount represents less than $.01 per share.

G Total distributions of $.65 per share is comprised of distributions from net investment income of $.497 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - Class Z

Year ended October 31,

2013 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 37.22

Income from Investment Operations

 

Net investment income (loss) D

  .07

Net realized and unrealized gain (loss)

  2.48

Total from investment operations

  2.55

Redemption fees added to paid in capital D,I

  -

Net asset value, end of period

$ 39.77

Total Return B,C

  6.85%

Ratios to Average Net Assets E,H

 

Expenses before reductions

  .85% A

Expenses net of fee waivers, if any

  .85% A

Expenses net of all reductions

  .83% A

Net investment income (loss)

  .76% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 107

Portfolio turnover rate F

  65%

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 August 13, 2013 (commencement of sale of shares) to October 31, 2013.

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

I Amount represents less than $.01 per share.

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

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

(Amounts in thousands except percentages)

1. Organization.

Fidelity International Discovery Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund commenced sale of Class Z shares on August 13, 2013. The Fund offers Class A, Class T, Class C, International Discovery, Class K, Institutional Class and Class Z 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

Annual Report

3. Significant Accounting Policies - continued

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. 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.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

$ 2,288,825

Gross unrealized depreciation

(128,376)

Net unrealized appreciation (depreciation) on securities and other investments

$ 2,160,449

 

 

Tax Cost

$ 9,169,453

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

Undistributed ordinary income

$ 219,779

Capital loss carryforward

$ (950,903)

Net unrealized appreciation (depreciation)

$ 2,159,295

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital loss carryforwards are only available to offset future capital gains of the 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

$ (950,903)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 154,444

$ 118,968

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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.

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

Annual Report

4. Derivative Instruments - continued

Futures Contracts - continued

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 $51,368 and a change in net unrealized appreciation (depreciation) of $4,238 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 $6,591,378 and $5,993,057, 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 International Discovery 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 .77% 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

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

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

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 796

$ 9

Class T

.25%

.25%

243

2

Class B

.75%

.25%

69

52

Class C

.75%

.25%

324

25

 

 

 

$ 1,432

$ 88

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

$ 56

Class T

5

Class B*

9

Class C*

2

 

$ 72

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

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

Class K's and Class Z'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 applicable class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 954

.30

Class T

141

.29

Class B

21

.30

Class C

96

.29

International Discovery

13,480

.20

Class K

1,069

.05

Institutional Class

713

.19

Class Z

-*

.05**

 

$ 16,474

 

* Amount represents eleven dollars.

** Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. 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 $4 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 $20 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

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 $5,441, including $40 from securities loaned to FCM.

9. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of the following class' operating expense.

During the period, this reimbursement reduced expenses as follows:

 

Reimbursement

International Discovery

$ 10

Class K

3

Institutional Class

1

 

$ 14

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 $2,236 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $61.

Annual Report

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

$ 4,138

$ 3,123

Class T

492

388

Class B

34

6

Class C

186

44

International Discovery

101,466

90,633

Class K

34,651

20,917

Institutional Class

5,064

3,857

Total

$ 146,031

$ 118,968

From net realized gain

 

 

Class A

$ 297

$ -

Class T

46

-

Class B

7

-

Class C

30

-

International Discovery

5,914

-

Class K

1,827

-

Institutional Class

292

-

Total

$ 8,413

$ -

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013 A

2012

2013 A

2012

Class A

 

 

 

 

Shares sold

1,772

1,927

$ 62,186

$ 56,732

Reinvestment of distributions

132

101

4,249

2,828

Shares redeemed

(2,553)

(3,468)

(88,988)

(100,935)

Net increase (decrease)

(649)

(1,440)

$ (22,553)

$ (41,375)

Class T

 

 

 

 

Shares sold

227

220

$ 7,911

$ 6,409

Reinvestment of distributions

16

13

512

369

Shares redeemed

(347)

(860)

(11,997)

(25,207)

Net increase (decrease)

(104)

(627)

$ (3,574)

$ (18,429)

Class B

 

 

 

 

Shares sold

4

3

$ 137

$ 87

Reinvestment of distributions

1

-

39

5

Shares redeemed

(75)

(113)

(2,570)

(3,297)

Net increase (decrease)

(70)

(110)

$ (2,394)

$ (3,205)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013 A

2012

2013 A

2012

Class C

 

 

 

 

Shares sold

184

212

$ 6,532

$ 6,111

Reinvestment of distributions

6

1

193

39

Shares redeemed

(207)

(395)

(7,250)

(11,440)

Net increase (decrease)

(17)

(182)

$ (525)

$ (5,290)

International Discovery

 

 

 

 

Shares sold

37,338

20,324

$ 1,332,523

$ 608,478

Reinvestment of distributions

3,176

3,081

102,608

86,858

Shares redeemed

(31,569)

(65,748)

(1,103,313)

(1,937,202)

Net increase (decrease)

8,945

(42,343)

$ 331,818

$ (1,241,866)

Class K

 

 

 

 

Shares sold

19,989

26,836

$ 699,723

$ 788,860

Reinvestment of distributions

1,132

744

36,478

20,917

Shares redeemed

(12,053)

(13,817)

(423,712)

(410,022)

Net increase (decrease)

9,068

13,763

$ 312,489

$ 399,755

Institutional Class

 

 

 

 

Shares sold

4,893

2,049

$ 175,669

$ 59,460

Reinvestment of distributions

68

53

2,182

1,502

Shares redeemed

(2,219)

(2,256)

(78,500)

(65,914)

Net increase (decrease)

2,742

(154)

$ 99,351

$ (4,952)

Class Z

 

 

 

 

Shares sold

3

-

$ 100

$ -

Net increase (decrease)

3

-

$ 100

$ -

A Share transactions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to October 31, 2013.

12. Other.

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

At the end of the period, Strategic Advisers International Fund was the owner of record of approximately 11% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity International Discovery Fund (a fund of Fidelity Investment Trust) at October 31, 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 periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity International Discovery Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 16, 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.

Annual Report

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

 

Pay Date

Record Date

Dividends

Capital Gains

Class K

12/09/13

12/06/13

$0.526

$0.311

Class K designates 1% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

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

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

 

Pay Date

Income

Taxes

K Class

12/10/12

$0.554

$0.026

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 International Discovery Fund

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

The Board meets regularly and, at each of its meetings, 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, 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.

Annual Report

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 International Discovery Fund

gik387988

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 International Discovery Fund

gik387990

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.

Annual Report

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

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

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, the retail class, and Class K ranked below its competitive median for 2012 and the total expense ratio of Class T 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 Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company
Chicago, IL

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

IGI-K-UANN-1213
1.863305.105

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

International Discovery

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® International Discovery Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Past 10
years

  Class A (incl. 5.75% sales charge) A, E

19.31%

10.88%

7.79%

  Class T (incl. 3.50% sales charge) B, E

21.89%

11.12%

7.75%

  Class B (incl. contingent deferred sales charge) C, E

20.64%

11.08%

7.80%

  Class C (incl. contingent deferred sales charge) D , E

24.65%

11.36%

7.68%

A Class A shares bear a 0.25% 12b-1 fee. The initial offering of Class A shares took place on Janu-ary 6, 2005. Returns prior to January 6, 2005, are those of Fidelity® International Discovery Fund, the original class of the fund, which has no 12b-1 fee. Had Class A shares' 12b-1 fee been reflected, returns prior to January 6, 2005, would have been lower.

B Class T shares bear a 0.50% 12b-1 fee. The initial offering of Class T shares took place on Janu-ary 6, 2005. Returns prior to January 6, 2005, are those of Fidelity International Discovery Fund, the original class of the fund, which has no 12b-1 fee. Had Class T shares' 12b-1 fee been reflected, returns prior to January 6, 2005, would have been lower.

C Class B shares bear a 1.00% 12b-1 fee. The initial offering of Class B shares took place on Janu-ary 6, 2005. Returns prior to January 6, 2005, are those of Fidelity International Discovery Fund, the original class of the fund, which has no 12b-1 fee. Had Class B shares' 12b-1 fee been reflected, returns prior to January 6, 2005, would have been lower. Class B shares' contingent deferred sales charges included in the past one year, past five year, and past 10 year total return figures are 5%, 2%, and 0% respectively.

D Class C shares bear a 1.00% 12b-1 fee. The initial offering of Class C shares took place on Janu-ary 6, 2005. Returns prior to January 6, 2005, are those of Fidelity International Discovery Fund, the original class of the fund, which has no 12b-1 fee. Had Class C shares' 12b-1 fee been reflected, returns prior to January 6, 2005, would have been lower. Class C shares' contingent deferred sales charges included in the past one year, past five year, and past 10 year total return figures are 1%, 0%, and 0% respectively.

E Prior to October 1, 2004, the fund operated under certain different investment policies. The fund's historical performance may not represent its current investment policies.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Discovery Fund - Class A on October 31, 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® EAFE® Index performed over the same period. See footnote A on the previous page for additional information regarding the performance of Class A.

aid580970

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, Portfolio Manager of Fidelity Advisor® International Discovery Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned 26.59%, 26.31%, 25.64% and 25.65%, respectively (excluding sales charges), compared with the 27.02% gain of its benchmark, the MSCI® EAFE® Index. Security selection aided relative performance, with notable outperformance in the U.K. and Japan. Positioning in the Asia Pacific ex Japan region and the materials sector also contributed, as did security selection in information technology. Top individual contributors included U.K.-based online-only supermarket Ocado Group, an out-of-index position that rallied after the company significantly expanded its business capacity. An overweighting in real estate leasing company ORIX stood out, as improved economic activity drove up real estate prices in Japan. By contrast, stock picks in core European countries, emerging markets and the automobiles & components segment of consumer discretionary detracted, along with a small cash position in an up market. Individual disappointments included Housing Development Finance, a large mortgage provider in India, whose stock declined along with the Indian rupee. An average underweighting in Toyota Motor also hurt, as the weakening yen combined with the company's market-share increases to propel the stock higher.

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

Annual Report


Shareholder Expense Example

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

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2013 to October 31, 2013) for Class A, Class T, Class B, Class C, International Discovery, Class K and Institutional Class and for the period (August 13, 2013 to October 31, 2013) for Class Z. The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year 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.

Annual Report

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

 

Annualized
Expense Ratio
B

Beginning
Account Value

Ending
Account Value
October 31, 2013

Expenses Paid
During Period

Class A

1.34%

 

 

 

Actual

 

$ 1,000.00

$ 1,089.10

$ 7.06 C

HypotheticalA

 

$ 1,000.00

$ 1,018.45

$ 6.82 D

Class T

1.58%

 

 

 

Actual

 

$ 1,000.00

$ 1,087.90

$ 8.31 C

HypotheticalA

 

$ 1,000.00

$ 1,017.24

$ 8.03 D

Class B

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 1,085.00

$ 10.98 C

HypotheticalA

 

$ 1,000.00

$ 1,014.67

$ 10.61 D

Class C

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 1,085.30

$ 10.99 C

HypotheticalA

 

$ 1,000.00

$ 1,014.67

$ 10.61 D

International Discovery

.99%

 

 

 

Actual

 

$ 1,000.00

$ 1,091.00

$ 5.22 C

HypotheticalA

 

$ 1,000.00

$ 1,020.21

$ 5.04 D

Class K

.85%

 

 

 

Actual

 

$ 1,000.00

$ 1,092.00

$ 4.48 C

HypotheticalA

 

$ 1,000.00

$ 1,020.92

$ 4.33 D

Institutional Class

.99%

 

 

 

Actual

 

$ 1,000.00

$ 1,091.10

$ 5.22 C

HypotheticalA

 

$ 1,000.00

$ 1,020.21

$ 5.04 D

Class Z

.85%

 

 

 

Actual

 

$ 1,000.00

$ 1,068.50

$ 1.93 C

HypotheticalA

 

$ 1,000.00

$ 1,020.92

$ 4.33 D

A 5% return per year before expenses

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

Annual Report

Shareholder Expense Example - continued

C Actual 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) for Class A, Class T, Class B, Class C, International Discovery, Class K and Institutional Class and multiplied by 80/365 (to reflect the period August 13, 2013 to October 31, 2013) for Class Z.

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

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

aid580972

Japan 18.2%

 

aid580974

United Kingdom 15.9%

 

aid580976

France 10.9%

 

aid580978

Germany 8.7%

 

aid580980

Switzerland 6.4%

 

aid580982

United States of America* 5.5%

 

aid580984

Sweden 4.1%

 

aid580986

Spain 3.6%

 

aid580988

Netherlands 3.3%

 

aid580990

Other 23.4%

 

aid580992

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

* Includes Short-Term Investments and Net Other Assets (Liabilities)

As of April 30, 2013

aid580972

Japan 20.5%

 

aid580974

United Kingdom 16.1%

 

aid580976

France 9.7%

 

aid580978

Germany 7.5%

 

aid580980

Switzerland 6.3%

 

aid580982

United States of America* 5.2%

 

aid580984

Australia 3.9%

 

aid580986

Sweden 2.7%

 

aid580988

Netherlands 2.5%

 

aid580990

Other 25.6%

 

aid581004

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

* Includes Short-Term Investments and Net Other Assets (Liabilities)

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

96.6

Short-Term Investments and Net Other Assets (Liabilities)

2.8

3.4

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.0

1.0

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

1.8

1.6

Bayer AG (Germany, Pharmaceuticals)

1.6

0.8

Toyota Motor Corp. (Japan, Automobiles)

1.6

0.7

Total SA (France, Oil, Gas & Consumable Fuels)

1.5

0.0

Volkswagen AG (Germany, Automobiles)

1.5

0.7

UBS AG (Switzerland, Capital Markets)

1.4

1.1

ORIX Corp. (Japan, Diversified Financial Services)

1.4

1.1

SoftBank Corp. (Japan, Wireless Telecommunication Services)

1.4

0.6

Banco Bilbao Vizcaya Argentaria SA (Spain, Commercial Banks)

1.3

0.7

 

15.5

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.8

24.3

Consumer Discretionary

16.4

16.5

Industrials

13.0

12.1

Consumer Staples

10.1

11.3

Health Care

9.5

8.9

Information Technology

7.7

7.5

Materials

5.2

5.7

Telecommunication Services

5.1

4.1

Energy

3.8

3.0

Utilities

0.6

1.1

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 94.7%

Shares

Value (000s)

Australia - 3.2%

Ansell Ltd.

2,268,950

$ 41,796

Australia & New Zealand Banking Group Ltd.

6,493,040

207,673

Ramsay Health Care Ltd.

1,619,364

59,385

Woodside Petroleum Ltd.

1,461,485

53,623

TOTAL AUSTRALIA

362,477

Austria - 0.2%

Andritz AG

455,300

28,047

Bailiwick of Jersey - 2.6%

Experian PLC

6,115,400

124,529

Wolseley PLC

1,508,304

81,283

WPP PLC

3,996,700

84,910

TOTAL BAILIWICK OF JERSEY

290,722

Belgium - 2.1%

Anheuser-Busch InBev SA NV

1,183,927

122,730

KBC Groupe SA

2,102,810

114,632

TOTAL BELGIUM

237,362

Bermuda - 0.3%

Cheung Kong Infrastructure Holdings Ltd.

5,048,000

35,127

Brazil - 0.1%

Arezzo Industria e Comercio SA

1,051,500

15,724

British Virgin Islands - 0.4%

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

1,193,800

44,027

Canada - 1.0%

Constellation Software, Inc.

159,200

29,002

InterOil Corp. (a)(d)

204,400

14,196

Suncor Energy, Inc.

2,012,600

73,138

TOTAL CANADA

116,336

Cayman Islands - 1.2%

Baidu.com, Inc. sponsored ADR (a)

123,100

19,807

Cimc Enric Holdings Ltd.

16,316,000

22,981

ENN Energy Holdings Ltd.

5,084,000

30,132

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

630,200

26,689

Greatview Aseptic Pack Co. Ltd.

26,392,000

16,612

Sands China Ltd.

1,460,800

10,382

Youku Tudou, Inc. ADR (a)(d)

300,200

8,177

TOTAL CAYMAN ISLANDS

134,780

Common Stocks - continued

Shares

Value (000s)

Cyprus - 0.0%

SPDI Secure Property Development & Investment PLC (a)

529,830

$ 597

Denmark - 0.6%

Novo Nordisk A/S Series B

396,489

66,036

Finland - 0.7%

Sampo Oyj (A Shares)

1,739,800

82,418

France - 10.9%

Arkema SA

487,670

55,368

Atos Origin SA

388,851

33,198

AXA SA

5,364,600

134,022

BNP Paribas SA

1,544,345

114,361

Bureau Veritas SA

1,413,000

42,667

Danone SA

905,500

67,152

Edenred SA

1,177,900

40,022

Havas SA

5,201,268

43,333

Iliad SA

213,972

48,924

Kering SA

373,000

84,753

Lafarge SA (Bearer) (d)

605,900

41,939

LVMH Moet Hennessy - Louis Vuitton SA

612,502

117,924

Sanofi SA

890,979

94,999

Schneider Electric SA

1,383,800

116,583

Technip SA

192,300

20,144

Total SA

2,831,600

173,727

TOTAL FRANCE

1,229,116

Germany - 7.2%

Aareal Bank AG (a)

1,044,895

40,185

adidas AG

541,900

61,863

BASF AG

1,265,455

131,663

Bayer AG

1,471,500

182,890

Brenntag AG

444,700

75,353

GEA Group AG

1,254,770

54,602

GSW Immobilien AG

430,481

20,019

HeidelbergCement Finance AG

860,300

67,818

KION Group AG (a)

577,867

23,538

LEG Immobilien AG

184,948

10,547

Siemens AG

1,110,885

141,963

TOTAL GERMANY

810,441

Common Stocks - continued

Shares

Value (000s)

Hong Kong - 1.8%

AIA Group Ltd.

20,789,200

$ 105,515

Techtronic Industries Co. Ltd.

39,683,000

99,809

TOTAL HONG KONG

205,324

India - 0.6%

Housing Development Finance Corp. Ltd.

3,139,461

43,561

United Spirits Ltd. 

444,545

18,569

TOTAL INDIA

62,130

Indonesia - 0.1%

PT Tower Bersama Infrastructure Tbk

17,734,500

8,967

Ireland - 2.0%

Actavis PLC (a)

308,100

47,626

Bank of Ireland (a)

146,718,100

53,399

James Hardie Industries PLC CDI

6,070,470

62,711

Kerry Group PLC Class A

945,600

60,555

TOTAL IRELAND

224,291

Italy - 1.0%

De Longhi SpA

2,248,100

34,797

Moleskine SpA

4,183,000

10,223

Tod's SpA

117,793

19,624

UniCredit SpA

3,689,800

27,754

World Duty Free SpA (a)

2,253,904

24,972

TOTAL ITALY

117,370

Japan - 17.2%

ABC-MART, Inc.

826,300

41,324

Aozora Bank Ltd.

16,056,000

46,675

ARNEST ONE Corp. (d)

306,200

8,395

Astellas Pharma, Inc.

768,700

42,852

Cosmos Pharmaceutical Corp.

245,800

29,946

Daikin Industries Ltd.

1,089,400

62,677

Don Quijote Co. Ltd.

1,818,400

121,044

Hajime Construction Co. Ltd.

34,900

2,406

Hitachi Ltd.

5,121,000

35,822

Japan Exchange Group, Inc.

2,589,500

60,201

Japan Tobacco, Inc.

3,948,700

142,879

Kakaku.com, Inc.

1,903,000

36,807

KDDI Corp.

2,082,700

112,792

Keyence Corp.

304,060

130,317

Leopalace21 Corp. (a)

6,899,700

47,901

Common Stocks - continued

Shares

Value (000s)

Japan - continued

Miraca Holdings, Inc.

196,700

$ 8,863

Mitsubishi UFJ Financial Group, Inc.

18,169,200

115,706

Nomura Real Estate Holdings, Inc.

563,300

14,252

Omron Corp.

1,225,300

46,759

ORIX Corp.

9,072,900

157,152

Park24 Co. Ltd.

1,342,800

26,218

Rakuten, Inc.

5,237,700

68,245

Santen Pharmaceutical Co. Ltd.

1,166,900

59,239

Seven & i Holdings Co., Ltd.

2,167,000

80,198

Shinsei Bank Ltd.

24,904,000

58,308

Ship Healthcare Holdings, Inc.

1,076,700

44,182

SoftBank Corp.

2,099,300

156,773

Toyota Motor Corp.

2,789,300

180,853

USS Co. Ltd.

450,400

6,596

TOTAL JAPAN

1,945,382

Korea (South) - 0.9%

Hyundai Motor Co.

206,848

49,311

NHN Corp.

69,296

38,981

Orion Corp.

14,973

14,602

TOTAL KOREA (SOUTH)

102,894

Luxembourg - 0.3%

Brait SA

6,048,833

29,465

Mexico - 0.2%

Alsea S.A.B. de CV

7,662,195

23,831

Netherlands - 3.3%

AEGON NV

5,028,800

40,014

ASML Holding NV

772,233

73,084

European Aeronautic Defence and Space Co. (EADS) NV

176,700

12,142

Koninklijke Ahold NV

2,412,842

45,930

Koninklijke Philips Electronics NV

2,496,700

88,235

Randstad Holding NV

717,740

44,296

Royal DSM NV

536,200

40,617

Yandex NV (a)

861,400

31,751

TOTAL NETHERLANDS

376,069

New Zealand - 0.4%

Ryman Healthcare Group Ltd.

7,311,565

45,597

Norway - 1.0%

DNB ASA

6,068,755

107,551

Common Stocks - continued

Shares

Value (000s)

Philippines - 0.1%

Alliance Global Group, Inc.

26,741,800

$ 16,306

Russia - 0.5%

Mobile TeleSystems OJSC sponsored ADR

2,313,400

52,746

Singapore - 0.4%

Global Logistic Properties Ltd.

16,214,205

40,333

South Africa - 1.1%

Naspers Ltd. Class N

1,302,700

121,851

Spain - 3.6%

Amadeus IT Holding SA Class A

1,319,900

49,014

Antena 3 de Television SA

1,515,400

25,411

Banco Bilbao Vizcaya Argentaria SA

12,546,524

146,630

Criteria CaixaCorp SA

4,210,900

21,892

Distribuidora Internacional de Alimentacion SA

5,726,396

52,349

Grifols SA ADR

1,208,550

36,450

Inditex SA (d)

481,679

79,134

TOTAL SPAIN

410,880

Sweden - 4.1%

ASSA ABLOY AB (B Shares)

1,783,400

88,536

Intrum Justitia AB

1,835,800

48,869

Investment AB Kinnevik (B Shares)

2,363,300

87,091

Nordea Bank AB

6,100,600

78,140

Svenska Cellulosa AB (SCA) (B Shares)

3,591,900

101,991

Svenska Handelsbanken AB (A Shares)

1,258,200

57,007

TOTAL SWEDEN

461,634

Switzerland - 6.4%

Credit Suisse Group

1,039,246

32,329

Lonza Group AG

476,868

42,623

Partners Group Holding AG

230,056

59,609

Roche Holding AG (participation certificate)

821,773

227,506

Schindler Holding AG (participation certificate)

260,065

36,888

SGS SA (Reg.)

7,770

18,206

Swatch Group AG (Bearer)

36,702

23,481

Syngenta AG (Switzerland)

179,374

72,398

UBS AG

8,311,378

160,751

Zurich Insurance Group AG

180,481

49,907

TOTAL SWITZERLAND

723,698

Common Stocks - continued

Shares

Value (000s)

Taiwan - 0.6%

ECLAT Textile Co. Ltd.

2,457,180

$ 27,005

Taiwan Semiconductor Manufacturing Co. Ltd.

11,289,000

41,528

TOTAL TAIWAN

68,533

United Kingdom - 15.9%

Aberdeen Asset Management PLC

5,975,132

42,432

Alabama Noor Hospitals Group PLC (a)

1,829,400

24,933

Associated British Foods PLC

1,571,500

57,123

Barclays PLC

22,636,113

95,241

BG Group PLC

3,923,700

80,119

BHP Billiton PLC

2,080,582

64,204

British American Tobacco PLC (United Kingdom)

881,200

48,618

Croda International PLC

630,000

24,607

Diageo PLC

4,394,219

140,077

Foxtons Group PLC

2,178,500

11,134

Hikma Pharmaceuticals PLC

3,197,720

61,578

HSBC Holdings PLC (United Kingdom)

12,266,193

134,454

Intertek Group PLC

893,600

47,741

ITV PLC

11,642,037

35,635

Jazztel PLC (a)

4,681,964

51,364

Legal & General Group PLC

26,720,558

92,671

Liberty Global PLC Class A (a)

610,800

47,868

London Stock Exchange Group PLC

1,729,000

45,521

Meggitt PLC

6,842,366

62,809

Next PLC

781,744

68,250

Ocado Group PLC (a)

8,103,297

56,389

Persimmon PLC

2,082,200

42,233

Reckitt Benckiser Group PLC

788,600

61,300

Rolls-Royce Group PLC

4,197,715

77,402

Rotork PLC

717,800

32,951

Royal Mail PLC

788,800

7,083

SABMiller PLC

1,478,600

77,145

Taylor Wimpey PLC

18,277,100

32,295

The Restaurant Group PLC

1,992,100

18,398

Ultra Electronics Holdings PLC

614,667

19,061

Vodafone Group PLC

36,632,743

134,177

TOTAL UNITED KINGDOM

1,794,813

United States of America - 2.7%

Beam, Inc.

387,400

26,072

Google, Inc. Class A (a)

60,100

61,938

Illumina, Inc. (a)

12,500

1,169

Common Stocks - continued

Shares

Value (000s)

United States of America - continued

MasterCard, Inc. Class A

160,100

$ 114,808

McGraw-Hill Companies, Inc.

488,400

34,032

Sohu.com, Inc. (a)

313,700

21,005

Visa, Inc. Class A

260,000

51,134

TOTAL UNITED STATES OF AMERICA

310,158

TOTAL COMMON STOCKS

(Cost $8,462,801)


10,703,033

Nonconvertible Preferred Stocks - 1.5%

 

 

 

 

Germany - 1.5%

Volkswagen AG

650,200

165,262

United Kingdom - 0.0%

Rolls-Royce Group PLC Series C

361,003,490

579

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $133,620)


165,841

Government Obligations - 0.1%

 

Principal Amount (000s)

 

United States of America - 0.1%

U.S. Treasury Bills, yield at date of purchase 0.02% to 0.04% 1/2/14 (e)
(Cost $6,960)

$ 6,960


6,960

Money Market Funds - 4.0%

Shares

 

Fidelity Cash Central Fund, 0.09% (b)

431,996,301

431,996

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

22,072,034

22,072

TOTAL MONEY MARKET FUNDS

(Cost $454,068)


454,068

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $9,057,449)

11,329,902

NET OTHER ASSETS (LIABILITIES) - (0.3)%

(35,016)

NET ASSETS - 100%

$ 11,294,886

Futures Contracts

Expiration Date

Underlying Face Amount at Value (000s)

Unrealized Appreciation/
(Depreciation) (000s)

Purchased

Equity Index Contracts

1,572 Nikkei 225 Index Contracts (Japan)

Dec. 2013

$ 113,695

$ 4,238

 

The face value of futures purchased as a percentage of net assets is 1%

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 $6,960,000.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 420

Fidelity Securities Lending Cash Central Fund

5,441

Total

$ 5,861

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Boyner Buyuk Magazacilik A/S

$ 10,764

$ -

$ 16,020

$ -

$ -

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 table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 1,843,308

$ 1,414,445

$ 418,062

$ 10,801

Consumer Staples

1,147,236

582,788

564,448

-

Energy

441,636

267,909

173,727

-

Financials

2,821,082

1,658,069

1,163,013

-

Health Care

1,087,724

771,553

316,171

-

Industrials

1,451,790

1,132,697

319,093

-

Information Technology

867,159

575,926

291,233

-

Materials

577,937

441,335

136,602

-

Telecommunication Services

565,743

162,001

403,742

-

Utilities

65,259

65,259

-

-

Government Obligations

6,960

-

6,960

-

Money Market Funds

454,068

454,068

-

-

Total Investments in Securities:

$ 11,329,902

$ 7,526,050

$ 3,793,051

$ 10,801

Derivative Instruments:

Assets

Futures Contracts

$ 4,238

$ 4,238

$ -

$ -

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 (000s)

Level 1 to Level 2

$ 712,449

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)

$ 4,238

$ -

(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


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $21,646) - See accompanying schedule:

Unaffiliated issuers (cost $8,603,381)

$ 10,875,834

 

Fidelity Central Funds (cost $454,068)

454,068

 

Total Investments (cost $9,057,449)

 

$ 11,329,902

Foreign currency held at value (cost $934)

924

Receivable for investments sold

8,555

Receivable for fund shares sold

7,336

Dividends receivable

20,216

Distributions receivable from Fidelity Central Funds

122

Prepaid expenses

35

Other receivables

4,081

Total assets

11,371,171

 

 

 

Liabilities

Payable for investments purchased

$ 38,436

Payable for fund shares redeemed

5,719

Accrued management fee

6,631

Distribution and service plan fees payable

128

Payable for daily variation margin for derivative instruments

983

Other affiliated payables

1,581

Other payables and accrued expenses

735

Collateral on securities loaned, at value

22,072

Total liabilities

76,285

 

 

 

Net Assets

$ 11,294,886

Net Assets consist of:

 

Paid in capital

$ 9,866,929

Undistributed net investment income

131,430

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

(979,010)

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

2,275,537

Net Assets

$ 11,294,886

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($346,717.68 ÷ 8,780.120 shares)

$ 39.49

 

 

 

Maximum offering price per share (100/94.25 of $39.49)

$ 41.90

Class T:
Net Asset Value
and redemption price per share ($53,183.51 ÷ 1,355.789 shares)

$ 39.23

 

 

 

Maximum offering price per share (100/96.50 of $39.23)

$ 40.65

Class B:
Net Asset Value
and offering price per share ($6,686.96 ÷ 171.088 shares)A

$ 39.08

 

 

 

Class C:
Net Asset Value
and offering price per share ($36,470.54 ÷ 933.457 shares)A

$ 39.07

 

 

 

International Discovery:
Net Asset Value
, offering price and redemption price per share ($7,799,575.78 ÷ 195,853.386 shares)

$ 39.82

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($2,576,018.46 ÷ 64,786.777 shares)

$ 39.76

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($476,126.48 ÷ 11,975.218 shares)

$ 39.76

 

 

 

Class Z:
Net Asset Value
, offering price and redemption price per share ($106.86 ÷ 2.687 shares)

$ 39.77

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

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

Annual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Year ended October 31, 2013

 

  

  

Investment Income

  

  

Dividends

 

$ 233,738

Interest

 

3

Income from Fidelity Central Funds

 

5,861

Income before foreign taxes withheld

 

239,602

Less foreign taxes withheld

 

(17,198)

Total income

 

222,404

 

 

 

Expenses

Management fee
Basic fee

$ 67,899

Performance adjustment

6,089

Transfer agent fees

16,474

Distribution and service plan fees

1,432

Accounting and security lending fees

1,778

Custodian fees and expenses

1,352

Independent trustees' compensation

54

Registration fees

215

Audit

119

Legal

24

Miscellaneous

76

Total expenses before reductions

95,512

Expense reductions

(2,311)

93,201

Net investment income (loss)

129,203

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

671,713

Other affiliated issuers

4,258

 

Foreign currency transactions

(1,963)

Futures contracts

51,368

Total net realized gain (loss)

 

725,376

Change in net unrealized appreciation (depreciation) on:

Investment securities

1,459,188

Assets and liabilities in foreign currencies

(54)

Futures contracts

4,238

Total change in net unrealized appreciation (depreciation)

 

1,463,372

Net gain (loss)

2,188,748

Net increase (decrease) in net assets resulting from operations

$ 2,317,951

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

Annual Report

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 129,203

$ 143,212

Net realized gain (loss)

725,376

(207,579)

Change in net unrealized appreciation (depreciation)

1,463,372

762,141

Net increase (decrease) in net assets resulting
from operations

2,317,951

697,774

Distributions to shareholders from net investment income

(146,031)

(118,968)

Distributions to shareholders from net realized gain

(8,413)

-

Total distributions

(154,444)

(118,968)

Share transactions - net increase (decrease)

714,712

(915,362)

Redemption fees

128

128

Total increase (decrease) in net assets

2,878,347

(336,428)

 

 

 

Net Assets

Beginning of period

8,416,539

8,752,967

End of period (including undistributed net investment income of $131,430 and undistributed net investment income of $126,507, respectively)

$ 11,294,886

$ 8,416,539

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.66

$ 29.43

$ 32.07

$ 28.57

$ 23.68

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .34

  .41

  .42

  .31

  .31

Net realized and unrealized gain (loss)

  7.97

  2.11

  (2.52)

  3.51

  4.84

Total from investment operations

  8.31

  2.52

  (2.10)

  3.82

  5.15

Distributions from net investment income

  (.45)

  (.29)

  (.38)

  (.28)

  (.26)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.48)

  (.29)

  (.54)

  (.32)

  (.26)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.49

$ 31.66

$ 29.43

$ 32.07

$ 28.57

Total Return A,B

  26.59%

  8.70%

  (6.71)%

  13.43%

  22.14%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  1.35%

  1.34%

  1.30%

  1.33%

  1.37%

Expenses net of fee waivers, if any

  1.35%

  1.34%

  1.29%

  1.33%

  1.37%

Expenses net of all reductions

  1.33%

  1.31%

  1.25%

  1.28%

  1.32%

Net investment income (loss)

  .97%

  1.41%

  1.31%

  1.06%

  1.28%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 347

$ 299

$ 320

$ 392

$ 414

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.42

$ 29.18

$ 31.81

$ 28.35

$ 23.49

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .26

  .34

  .34

  .23

  .24

Net realized and unrealized gain (loss)

  7.92

  2.09

  (2.51)

  3.48

  4.81

Total from investment operations

  8.18

  2.43

  (2.17)

  3.71

  5.05

Distributions from net investment income

  (.34)

  (.19)

  (.30)

  (.21)

  (.19)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.37)

  (.19)

  (.46)

  (.25)

  (.19)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.23

$ 31.42

$ 29.18

$ 31.81

$ 28.35

Total Return A,B

  26.31%

  8.41%

  (6.96)%

  13.14%

  21.79%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  1.59%

  1.59%

  1.56%

  1.60%

  1.65%

Expenses net of fee waivers, if any

  1.59%

  1.59%

  1.55%

  1.60%

  1.65%

Expenses net of all reductions

  1.57%

  1.56%

  1.51%

  1.56%

  1.60%

Net investment income (loss)

  .73%

  1.16%

  1.05%

  .79%

  1.00%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 53

$ 46

$ 61

$ 92

$ 83

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.28

$ 29.02

$ 31.60

$ 28.18

$ 23.25

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .19

  .17

  .08

  .12

Net realized and unrealized gain (loss)

  7.90

  2.09

  (2.48)

  3.44

  4.81

Total from investment operations

  7.98

  2.28

  (2.31)

  3.52

  4.93

Distributions from net investment income

  (.15)

  (.02)

  (.12)

  (.06)

  -

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.18)

  (.02)

  (.27) H

  (.10)

  -

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.08

$ 31.28

$ 29.02

$ 31.60

$ 28.18

Total Return A,B

  25.64%

  7.85%

  (7.39)%

  12.52%

  21.20%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  2.10%

  2.09%

  2.06%

  2.12%

  2.16%

Expenses net of fee waivers, if any

  2.10%

  2.09%

  2.06%

  2.12%

  2.16%

Expenses net of all reductions

  2.08%

  2.06%

  2.02%

  2.08%

  2.11%

Net investment income (loss)

  .22%

  .66%

  .54%

  .27%

  .49%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 7

$ 8

$ 10

$ 14

$ 16

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

H Total distributions of $.27 per share is comprised of distributions from net investment income of $.115 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.32

$ 29.08

$ 31.68

$ 28.23

$ 23.31

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .19

  .18

  .09

  .12

Net realized and unrealized gain (loss)

  7.90

  2.09

  (2.49)

  3.45

  4.82

Total from investment operations

  7.98

  2.28

  (2.31)

  3.54

  4.94

Distributions from net investment income

  (.20)

  (.04)

  (.14)

  (.05)

  (.02)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.23)

  (.04)

  (.29) H

  (.09)

  (.02)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.07

$ 31.32

$ 29.08

$ 31.68

$ 28.23

Total Return A,B

  25.65%

  7.86%

  (7.37)%

  12.54%

  21.22%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  2.10%

  2.09%

  2.05%

  2.09%

  2.14%

Expenses net of fee waivers, if any

  2.09%

  2.09%

  2.04%

  2.09%

  2.14%

Expenses net of all reductions

  2.07%

  2.06%

  2.00%

  2.05%

  2.09%

Net investment income (loss)

  .23%

  .66%

  .56%

  .30%

  .51%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 36

$ 30

$ 33

$ 44

$ 43

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

H Total distributions of $.29 per share is comprised of distributions from net investment income of $.137 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - International Discovery

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.91

$ 29.69

$ 32.34

$ 28.79

$ 23.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .47

  .51

  .53

  .40

  .37

Net realized and unrealized gain (loss)

  8.02

  2.12

  (2.54)

  3.54

  4.88

Total from investment operations

  8.49

  2.63

  (2.01)

  3.94

  5.25

Distributions from net investment income

  (.55)

  (.41)

  (.48)

  (.35)

  (.34)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.58)

  (.41)

  (.64)

  (.39)

  (.34)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.82

$ 31.91

$ 29.69

$ 32.34

$ 28.79

Total Return A

  27.03%

  9.03%

  (6.39)%

  13.76%

  22.47%

Ratios to Average Net Assets C,E

 

 

 

 

Expenses before reductions

  1.00%

  1.01%

  .97%

  1.05%

  1.12%

Expenses net of fee waivers, if any

  1.00%

  1.01%

  .96%

  1.05%

  1.12%

Expenses net of all reductions

  .98%

  .98%

  .92%

  1.00%

  1.07%

Net investment income (loss)

  1.32%

  1.73%

  1.64%

  1.35%

  1.53%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 7,800

$ 5,965

$ 6,806

$ 8,133

$ 8,114

Portfolio turnover rate D

  65%

  68%

  75%

  82%

  98%

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

$ 31.87

$ 29.66

$ 32.32

$ 28.78

$ 23.90

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .52

  .57

  .58

  .46

  .44

Net realized and unrealized gain (loss)

  8.01

  2.11

  (2.54)

  3.53

  4.86

Total from investment operations

  8.53

  2.68

  (1.96)

  3.99

  5.30

Distributions from net investment income

  (.61)

  (.47)

  (.55)

  (.41)

  (.42)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.64)

  (.47)

  (.70) G

  (.45)

  (.42)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.76

$ 31.87

$ 29.66

$ 32.32

$ 28.78

Total Return A

  27.23%

  9.24%

  (6.24)%

  13.96%

  22.80%

Ratios to Average Net Assets C,E

 

 

 

 

Expenses before reductions

  .85%

  .83%

  .80%

  .84%

  .88%

Expenses net of fee waivers, if any

  .85%

  .83%

  .79%

  .84%

  .88%

Expenses net of all reductions

  .83%

  .80%

  .75%

  .79%

  .83%

Net investment income (loss)

  1.47%

  1.91%

  1.81%

  1.55%

  1.77%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 2,576

$ 1,776

$ 1,245

$ 1,078

$ 674

Portfolio turnover rate D

  65%

  68%

  75%

  82%

  98%

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 $.70 per share is comprised of distributions from net investment income of $.548 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.87

$ 29.65

$ 32.31

$ 28.77

$ 23.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .47

  .52

  .54

  .41

  .39

Net realized and unrealized gain (loss)

  8.01

  2.11

  (2.55)

  3.55

  4.86

Total from investment operations

  8.48

  2.63

  (2.01)

  3.96

  5.25

Distributions from net investment income

  (.56)

  (.41)

  (.50)

  (.38)

  (.39)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.59)

  (.41)

  (.65) G

  (.42)

  (.39)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.76

$ 31.87

$ 29.65

$ 32.31

$ 28.77

Total Return A

  27.03%

  9.07%

  (6.39)%

  13.84%

  22.52%

Ratios to Average Net Assets C,E

 

 

 

 

Expenses before reductions

  1.00%

  1.00%

  .95%

  .99%

  1.05%

Expenses net of fee waivers, if any

  1.00%

  1.00%

  .94%

  .99%

  1.05%

Expenses net of all reductions

  .97%

  .97%

  .90%

  .95%

  1.00%

Net investment income (loss)

  1.33%

  1.75%

  1.66%

  1.40%

  1.60%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 476

$ 294

$ 278

$ 319

$ 267

Portfolio turnover rate D

  65%

  68%

  75%

  82%

  98%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Amount represents less than $.01 per share.

G Total distributions of $.65 per share is comprised of distributions from net investment income of $.497 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - Class Z

Year ended October 31,

2013 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 37.22

Income from Investment Operations

 

Net investment income (loss) D

  .07

Net realized and unrealized gain (loss)

  2.48

Total from investment operations

  2.55

Redemption fees added to paid in capital D,I

  -

Net asset value, end of period

$ 39.77

Total Return B,C

  6.85%

Ratios to Average Net Assets E,H

 

Expenses before reductions

  .85% A

Expenses net of fee waivers, if any

  .85% A

Expenses net of all reductions

  .83% A

Net investment income (loss)

  .76% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 107

Portfolio turnover rate F

  65%

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 August 13, 2013 (commencement of sale of shares) to October 31, 2013.

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

I Amount represents less than $.01 per share.

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

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

(Amounts in thousands except percentages)

1. Organization.

Fidelity International Discovery Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund commenced sale of Class Z shares on August 13, 2013. The Fund offers Class A, Class T, Class C, International Discovery, Class K, Institutional Class and Class Z 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

Annual Report

3. Significant Accounting Policies - continued

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. 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.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

$ 2,288,825

Gross unrealized depreciation

(128,376)

Net unrealized appreciation (depreciation) on securities and other investments

$ 2,160,449

 

 

Tax Cost

$ 9,169,453

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

Undistributed ordinary income

$ 219,779

Capital loss carryforward

$ (950,903)

Net unrealized appreciation (depreciation)

$ 2,159,295

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital loss carryforwards are only available to offset future capital gains of the 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

$ (950,903)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 154,444

$ 118,968

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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.

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

Annual Report

4. Derivative Instruments - continued

Futures Contracts - continued

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 $51,368 and a change in net unrealized appreciation (depreciation) of $4,238 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 $6,591,378 and $5,993,057, 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 International Discovery 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 .77% 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

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

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

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 796

$ 9

Class T

.25%

.25%

243

2

Class B

.75%

.25%

69

52

Class C

.75%

.25%

324

25

 

 

 

$ 1,432

$ 88

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

$ 56

Class T

5

Class B*

9

Class C*

2

 

$ 72

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

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

Class K's and Class Z'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 applicable class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 954

.30

Class T

141

.29

Class B

21

.30

Class C

96

.29

International Discovery

13,480

.20

Class K

1,069

.05

Institutional Class

713

.19

Class Z

-*

.05**

 

$ 16,474

 

* Amount represents eleven dollars.

** Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. 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 $4 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 $20 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

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 $5,441, including $40 from securities loaned to FCM.

9. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of the following class' operating expense.

During the period, this reimbursement reduced expenses as follows:

 

Reimbursement

International Discovery

$ 10

Class K

3

Institutional Class

1

 

$ 14

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 $2,236 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $61.

Annual Report

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

$ 4,138

$ 3,123

Class T

492

388

Class B

34

6

Class C

186

44

International Discovery

101,466

90,633

Class K

34,651

20,917

Institutional Class

5,064

3,857

Total

$ 146,031

$ 118,968

From net realized gain

 

 

Class A

$ 297

$ -

Class T

46

-

Class B

7

-

Class C

30

-

International Discovery

5,914

-

Class K

1,827

-

Institutional Class

292

-

Total

$ 8,413

$ -

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013 A

2012

2013 A

2012

Class A

 

 

 

 

Shares sold

1,772

1,927

$ 62,186

$ 56,732

Reinvestment of distributions

132

101

4,249

2,828

Shares redeemed

(2,553)

(3,468)

(88,988)

(100,935)

Net increase (decrease)

(649)

(1,440)

$ (22,553)

$ (41,375)

Class T

 

 

 

 

Shares sold

227

220

$ 7,911

$ 6,409

Reinvestment of distributions

16

13

512

369

Shares redeemed

(347)

(860)

(11,997)

(25,207)

Net increase (decrease)

(104)

(627)

$ (3,574)

$ (18,429)

Class B

 

 

 

 

Shares sold

4

3

$ 137

$ 87

Reinvestment of distributions

1

-

39

5

Shares redeemed

(75)

(113)

(2,570)

(3,297)

Net increase (decrease)

(70)

(110)

$ (2,394)

$ (3,205)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013 A

2012

2013 A

2012

Class C

 

 

 

 

Shares sold

184

212

$ 6,532

$ 6,111

Reinvestment of distributions

6

1

193

39

Shares redeemed

(207)

(395)

(7,250)

(11,440)

Net increase (decrease)

(17)

(182)

$ (525)

$ (5,290)

International Discovery

 

 

 

 

Shares sold

37,338

20,324

$ 1,332,523

$ 608,478

Reinvestment of distributions

3,176

3,081

102,608

86,858

Shares redeemed

(31,569)

(65,748)

(1,103,313)

(1,937,202)

Net increase (decrease)

8,945

(42,343)

$ 331,818

$ (1,241,866)

Class K

 

 

 

 

Shares sold

19,989

26,836

$ 699,723

$ 788,860

Reinvestment of distributions

1,132

744

36,478

20,917

Shares redeemed

(12,053)

(13,817)

(423,712)

(410,022)

Net increase (decrease)

9,068

13,763

$ 312,489

$ 399,755

Institutional Class

 

 

 

 

Shares sold

4,893

2,049

$ 175,669

$ 59,460

Reinvestment of distributions

68

53

2,182

1,502

Shares redeemed

(2,219)

(2,256)

(78,500)

(65,914)

Net increase (decrease)

2,742

(154)

$ 99,351

$ (4,952)

Class Z

 

 

 

 

Shares sold

3

-

$ 100

$ -

Net increase (decrease)

3

-

$ 100

$ -

A Share transactions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to October 31, 2013.

12. Other.

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

At the end of the period, Strategic Advisers International Fund was the owner of record of approximately 11% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity International Discovery Fund (a fund of Fidelity Investment Trust) at October 31, 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 periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity International Discovery Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 16, 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.

Annual Report

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 1-877-208-0098.

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

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

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/09/13

12/06/13

$0.334

$0.311

Class T

12/09/13

12/06/13

$0.253

$0.311

Class B

12/09/13

12/06/13

$0.013

$0.311

Class C

12/09/13

12/06/13

$0.083

$0.311

Class A designates 1%; Class T designates 1%; Class B designates 3%; and Class C designates 2%; of the dividends distributed respectively during fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

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

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

 

Pay Date

Income

Taxes

Class A

12/10/12

$0.420

$0.026

Class T

12/10/12

$0.332

$0.026

Class B

12/10/12

$0.172

$0.026

Class C

12/10/12

$0.215

$0.026

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 International Discovery Fund

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

The Board meets regularly and, at each of its meetings, 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, 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.

Annual Report

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 International Discovery Fund

aid581006

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 International Discovery Fund

aid581008

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.

Annual Report

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

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

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, the retail class, and Class K ranked below its competitive median for 2012 and the total expense ratio of Class T 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 Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

AID-UANN-1213
1.806656.108

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

International Discovery

Fund - Institutional Class

Annual Report

October 31, 2013

(Fidelity Cover Art)

Institutional Class is
a class of Fidelity®
International Discovery Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Past 10
years

  Institutional Class A, B

27.03%

12.59%

8.75%

A The initial offering of Institutional Class shares took place on January 6, 2005. Returns prior to January 6, 2005, are those of Fidelity® International Discovery Fund, the original class of the fund.

B Prior to October 1, 2004, the fund operated under certain different investment policies. The fund's historical performance may not represent its current investment policies.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Discovery Fund - Institutional Class on October 31, 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 Institutional Class.

idi771480

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, Portfolio Manager of Fidelity Advisor® International Discovery Fund: For the year, the fund's Institutional Class shares returned 27.03%, compared with the 27.02% gain of its benchmark, the MSCI® EAFE® Index. Security selection aided relative performance, with notable outperformance in the U.K. and Japan. Positioning in the Asia Pacific ex Japan region and the materials sector also contributed, as did security selection in information technology. Top individual contributors included U.K.-based online-only supermarket Ocado Group, an out-of-index position that rallied after the company significantly expanded its business capacity. An overweighting in real estate leasing company ORIX stood out, as improved economic activity drove up real estate prices in Japan. By contrast, stock picks in core European countries, emerging markets and the automobiles and components segment of consumer discretionary detracted, along with a small cash position in an up market. Individual disappointments included Housing Development Finance, a large mortgage provider in India, whose stock declined along with the Indian rupee. An average underweighting in Toyota Motor also hurt, as the weakening yen combined with the company's market-share increases to propel the stock higher.

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

Annual Report


Shareholder Expense Example

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

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2013 to October 31, 2013) for Class A, Class T, Class B, Class C, International Discovery, Class K and Institutional Class and for the period (August 13, 2013 to October 31, 2013) for Class Z. The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year 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.

Annual Report

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

 

Annualized
Expense Ratio
B

Beginning
Account Value

Ending
Account Value
October 31, 2013

Expenses Paid
During Period

Class A

1.34%

 

 

 

Actual

 

$ 1,000.00

$ 1,089.10

$ 7.06 C

HypotheticalA

 

$ 1,000.00

$ 1,018.45

$ 6.82 D

Class T

1.58%

 

 

 

Actual

 

$ 1,000.00

$ 1,087.90

$ 8.31 C

HypotheticalA

 

$ 1,000.00

$ 1,017.24

$ 8.03 D

Class B

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 1,085.00

$ 10.98 C

HypotheticalA

 

$ 1,000.00

$ 1,014.67

$ 10.61 D

Class C

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 1,085.30

$ 10.99 C

HypotheticalA

 

$ 1,000.00

$ 1,014.67

$ 10.61 D

International Discovery

.99%

 

 

 

Actual

 

$ 1,000.00

$ 1,091.00

$ 5.22 C

HypotheticalA

 

$ 1,000.00

$ 1,020.21

$ 5.04 D

Class K

.85%

 

 

 

Actual

 

$ 1,000.00

$ 1,092.00

$ 4.48 C

HypotheticalA

 

$ 1,000.00

$ 1,020.92

$ 4.33 D

Institutional Class

.99%

 

 

 

Actual

 

$ 1,000.00

$ 1,091.10

$ 5.22 C

HypotheticalA

 

$ 1,000.00

$ 1,020.21

$ 5.04 D

Class Z

.85%

 

 

 

Actual

 

$ 1,000.00

$ 1,068.50

$ 1.93 C

HypotheticalA

 

$ 1,000.00

$ 1,020.92

$ 4.33 D

A 5% return per year before expenses

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

Annual Report

Shareholder Expense Example - continued

C Actual 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) for Class A, Class T, Class B, Class C, International Discovery, Class K and Institutional Class and multiplied by 80/365 (to reflect the period August 13, 2013 to October 31, 2013) for Class Z.

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

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

idi771482

Japan 18.2%

 

idi771484

United Kingdom 15.9%

 

idi771486

France 10.9%

 

idi771488

Germany 8.7%

 

idi771490

Switzerland 6.4%

 

idi771492

United States of America* 5.5%

 

idi771494

Sweden 4.1%

 

idi771496

Spain 3.6%

 

idi771498

Netherlands 3.3%

 

idi771500

Other 23.4%

 

idi771502

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

* Includes Short-Term Investments and Net Other Assets (Liabilities)

As of April 30, 2013

idi771482

Japan 20.5%

 

idi771484

United Kingdom 16.1%

 

idi771486

France 9.7%

 

idi771507

Germany 7.5%

 

idi771490

Switzerland 6.3%

 

idi771492

United States of America* 5.2%

 

idi771494

Australia 3.9%

 

idi771496

Sweden 2.7%

 

idi771498

Netherlands 2.5%

 

idi771500

Other 25.6%

 

idi771515

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

* Includes Short-Term Investments and Net Other Assets (Liabilities)

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

96.6

Short-Term Investments and Net Other Assets (Liabilities)

2.8

3.4

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.0

1.0

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

1.8

1.6

Bayer AG (Germany, Pharmaceuticals)

1.6

0.8

Toyota Motor Corp. (Japan, Automobiles)

1.6

0.7

Total SA (France, Oil, Gas & Consumable Fuels)

1.5

0.0

Volkswagen AG (Germany, Automobiles)

1.5

0.7

UBS AG (Switzerland, Capital Markets)

1.4

1.1

ORIX Corp. (Japan, Diversified Financial Services)

1.4

1.1

SoftBank Corp. (Japan, Wireless Telecommunication Services)

1.4

0.6

Banco Bilbao Vizcaya Argentaria SA (Spain, Commercial Banks)

1.3

0.7

 

15.5

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.8

24.3

Consumer Discretionary

16.4

16.5

Industrials

13.0

12.1

Consumer Staples

10.1

11.3

Health Care

9.5

8.9

Information Technology

7.7

7.5

Materials

5.2

5.7

Telecommunication Services

5.1

4.1

Energy

3.8

3.0

Utilities

0.6

1.1

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 94.7%

Shares

Value (000s)

Australia - 3.2%

Ansell Ltd.

2,268,950

$ 41,796

Australia & New Zealand Banking Group Ltd.

6,493,040

207,673

Ramsay Health Care Ltd.

1,619,364

59,385

Woodside Petroleum Ltd.

1,461,485

53,623

TOTAL AUSTRALIA

362,477

Austria - 0.2%

Andritz AG

455,300

28,047

Bailiwick of Jersey - 2.6%

Experian PLC

6,115,400

124,529

Wolseley PLC

1,508,304

81,283

WPP PLC

3,996,700

84,910

TOTAL BAILIWICK OF JERSEY

290,722

Belgium - 2.1%

Anheuser-Busch InBev SA NV

1,183,927

122,730

KBC Groupe SA

2,102,810

114,632

TOTAL BELGIUM

237,362

Bermuda - 0.3%

Cheung Kong Infrastructure Holdings Ltd.

5,048,000

35,127

Brazil - 0.1%

Arezzo Industria e Comercio SA

1,051,500

15,724

British Virgin Islands - 0.4%

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

1,193,800

44,027

Canada - 1.0%

Constellation Software, Inc.

159,200

29,002

InterOil Corp. (a)(d)

204,400

14,196

Suncor Energy, Inc.

2,012,600

73,138

TOTAL CANADA

116,336

Cayman Islands - 1.2%

Baidu.com, Inc. sponsored ADR (a)

123,100

19,807

Cimc Enric Holdings Ltd.

16,316,000

22,981

ENN Energy Holdings Ltd.

5,084,000

30,132

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

630,200

26,689

Greatview Aseptic Pack Co. Ltd.

26,392,000

16,612

Sands China Ltd.

1,460,800

10,382

Youku Tudou, Inc. ADR (a)(d)

300,200

8,177

TOTAL CAYMAN ISLANDS

134,780

Common Stocks - continued

Shares

Value (000s)

Cyprus - 0.0%

SPDI Secure Property Development & Investment PLC (a)

529,830

$ 597

Denmark - 0.6%

Novo Nordisk A/S Series B

396,489

66,036

Finland - 0.7%

Sampo Oyj (A Shares)

1,739,800

82,418

France - 10.9%

Arkema SA

487,670

55,368

Atos Origin SA

388,851

33,198

AXA SA

5,364,600

134,022

BNP Paribas SA

1,544,345

114,361

Bureau Veritas SA

1,413,000

42,667

Danone SA

905,500

67,152

Edenred SA

1,177,900

40,022

Havas SA

5,201,268

43,333

Iliad SA

213,972

48,924

Kering SA

373,000

84,753

Lafarge SA (Bearer) (d)

605,900

41,939

LVMH Moet Hennessy - Louis Vuitton SA

612,502

117,924

Sanofi SA

890,979

94,999

Schneider Electric SA

1,383,800

116,583

Technip SA

192,300

20,144

Total SA

2,831,600

173,727

TOTAL FRANCE

1,229,116

Germany - 7.2%

Aareal Bank AG (a)

1,044,895

40,185

adidas AG

541,900

61,863

BASF AG

1,265,455

131,663

Bayer AG

1,471,500

182,890

Brenntag AG

444,700

75,353

GEA Group AG

1,254,770

54,602

GSW Immobilien AG

430,481

20,019

HeidelbergCement Finance AG

860,300

67,818

KION Group AG (a)

577,867

23,538

LEG Immobilien AG

184,948

10,547

Siemens AG

1,110,885

141,963

TOTAL GERMANY

810,441

Common Stocks - continued

Shares

Value (000s)

Hong Kong - 1.8%

AIA Group Ltd.

20,789,200

$ 105,515

Techtronic Industries Co. Ltd.

39,683,000

99,809

TOTAL HONG KONG

205,324

India - 0.6%

Housing Development Finance Corp. Ltd.

3,139,461

43,561

United Spirits Ltd. 

444,545

18,569

TOTAL INDIA

62,130

Indonesia - 0.1%

PT Tower Bersama Infrastructure Tbk

17,734,500

8,967

Ireland - 2.0%

Actavis PLC (a)

308,100

47,626

Bank of Ireland (a)

146,718,100

53,399

James Hardie Industries PLC CDI

6,070,470

62,711

Kerry Group PLC Class A

945,600

60,555

TOTAL IRELAND

224,291

Italy - 1.0%

De Longhi SpA

2,248,100

34,797

Moleskine SpA

4,183,000

10,223

Tod's SpA

117,793

19,624

UniCredit SpA

3,689,800

27,754

World Duty Free SpA (a)

2,253,904

24,972

TOTAL ITALY

117,370

Japan - 17.2%

ABC-MART, Inc.

826,300

41,324

Aozora Bank Ltd.

16,056,000

46,675

ARNEST ONE Corp. (d)

306,200

8,395

Astellas Pharma, Inc.

768,700

42,852

Cosmos Pharmaceutical Corp.

245,800

29,946

Daikin Industries Ltd.

1,089,400

62,677

Don Quijote Co. Ltd.

1,818,400

121,044

Hajime Construction Co. Ltd.

34,900

2,406

Hitachi Ltd.

5,121,000

35,822

Japan Exchange Group, Inc.

2,589,500

60,201

Japan Tobacco, Inc.

3,948,700

142,879

Kakaku.com, Inc.

1,903,000

36,807

KDDI Corp.

2,082,700

112,792

Keyence Corp.

304,060

130,317

Leopalace21 Corp. (a)

6,899,700

47,901

Common Stocks - continued

Shares

Value (000s)

Japan - continued

Miraca Holdings, Inc.

196,700

$ 8,863

Mitsubishi UFJ Financial Group, Inc.

18,169,200

115,706

Nomura Real Estate Holdings, Inc.

563,300

14,252

Omron Corp.

1,225,300

46,759

ORIX Corp.

9,072,900

157,152

Park24 Co. Ltd.

1,342,800

26,218

Rakuten, Inc.

5,237,700

68,245

Santen Pharmaceutical Co. Ltd.

1,166,900

59,239

Seven & i Holdings Co., Ltd.

2,167,000

80,198

Shinsei Bank Ltd.

24,904,000

58,308

Ship Healthcare Holdings, Inc.

1,076,700

44,182

SoftBank Corp.

2,099,300

156,773

Toyota Motor Corp.

2,789,300

180,853

USS Co. Ltd.

450,400

6,596

TOTAL JAPAN

1,945,382

Korea (South) - 0.9%

Hyundai Motor Co.

206,848

49,311

NHN Corp.

69,296

38,981

Orion Corp.

14,973

14,602

TOTAL KOREA (SOUTH)

102,894

Luxembourg - 0.3%

Brait SA

6,048,833

29,465

Mexico - 0.2%

Alsea S.A.B. de CV

7,662,195

23,831

Netherlands - 3.3%

AEGON NV

5,028,800

40,014

ASML Holding NV

772,233

73,084

European Aeronautic Defence and Space Co. (EADS) NV

176,700

12,142

Koninklijke Ahold NV

2,412,842

45,930

Koninklijke Philips Electronics NV

2,496,700

88,235

Randstad Holding NV

717,740

44,296

Royal DSM NV

536,200

40,617

Yandex NV (a)

861,400

31,751

TOTAL NETHERLANDS

376,069

New Zealand - 0.4%

Ryman Healthcare Group Ltd.

7,311,565

45,597

Norway - 1.0%

DNB ASA

6,068,755

107,551

Common Stocks - continued

Shares

Value (000s)

Philippines - 0.1%

Alliance Global Group, Inc.

26,741,800

$ 16,306

Russia - 0.5%

Mobile TeleSystems OJSC sponsored ADR

2,313,400

52,746

Singapore - 0.4%

Global Logistic Properties Ltd.

16,214,205

40,333

South Africa - 1.1%

Naspers Ltd. Class N

1,302,700

121,851

Spain - 3.6%

Amadeus IT Holding SA Class A

1,319,900

49,014

Antena 3 de Television SA

1,515,400

25,411

Banco Bilbao Vizcaya Argentaria SA

12,546,524

146,630

Criteria CaixaCorp SA

4,210,900

21,892

Distribuidora Internacional de Alimentacion SA

5,726,396

52,349

Grifols SA ADR

1,208,550

36,450

Inditex SA (d)

481,679

79,134

TOTAL SPAIN

410,880

Sweden - 4.1%

ASSA ABLOY AB (B Shares)

1,783,400

88,536

Intrum Justitia AB

1,835,800

48,869

Investment AB Kinnevik (B Shares)

2,363,300

87,091

Nordea Bank AB

6,100,600

78,140

Svenska Cellulosa AB (SCA) (B Shares)

3,591,900

101,991

Svenska Handelsbanken AB (A Shares)

1,258,200

57,007

TOTAL SWEDEN

461,634

Switzerland - 6.4%

Credit Suisse Group

1,039,246

32,329

Lonza Group AG

476,868

42,623

Partners Group Holding AG

230,056

59,609

Roche Holding AG (participation certificate)

821,773

227,506

Schindler Holding AG (participation certificate)

260,065

36,888

SGS SA (Reg.)

7,770

18,206

Swatch Group AG (Bearer)

36,702

23,481

Syngenta AG (Switzerland)

179,374

72,398

UBS AG

8,311,378

160,751

Zurich Insurance Group AG

180,481

49,907

TOTAL SWITZERLAND

723,698

Common Stocks - continued

Shares

Value (000s)

Taiwan - 0.6%

ECLAT Textile Co. Ltd.

2,457,180

$ 27,005

Taiwan Semiconductor Manufacturing Co. Ltd.

11,289,000

41,528

TOTAL TAIWAN

68,533

United Kingdom - 15.9%

Aberdeen Asset Management PLC

5,975,132

42,432

Alabama Noor Hospitals Group PLC (a)

1,829,400

24,933

Associated British Foods PLC

1,571,500

57,123

Barclays PLC

22,636,113

95,241

BG Group PLC

3,923,700

80,119

BHP Billiton PLC

2,080,582

64,204

British American Tobacco PLC (United Kingdom)

881,200

48,618

Croda International PLC

630,000

24,607

Diageo PLC

4,394,219

140,077

Foxtons Group PLC

2,178,500

11,134

Hikma Pharmaceuticals PLC

3,197,720

61,578

HSBC Holdings PLC (United Kingdom)

12,266,193

134,454

Intertek Group PLC

893,600

47,741

ITV PLC

11,642,037

35,635

Jazztel PLC (a)

4,681,964

51,364

Legal & General Group PLC

26,720,558

92,671

Liberty Global PLC Class A (a)

610,800

47,868

London Stock Exchange Group PLC

1,729,000

45,521

Meggitt PLC

6,842,366

62,809

Next PLC

781,744

68,250

Ocado Group PLC (a)

8,103,297

56,389

Persimmon PLC

2,082,200

42,233

Reckitt Benckiser Group PLC

788,600

61,300

Rolls-Royce Group PLC

4,197,715

77,402

Rotork PLC

717,800

32,951

Royal Mail PLC

788,800

7,083

SABMiller PLC

1,478,600

77,145

Taylor Wimpey PLC

18,277,100

32,295

The Restaurant Group PLC

1,992,100

18,398

Ultra Electronics Holdings PLC

614,667

19,061

Vodafone Group PLC

36,632,743

134,177

TOTAL UNITED KINGDOM

1,794,813

United States of America - 2.7%

Beam, Inc.

387,400

26,072

Google, Inc. Class A (a)

60,100

61,938

Illumina, Inc. (a)

12,500

1,169

Common Stocks - continued

Shares

Value (000s)

United States of America - continued

MasterCard, Inc. Class A

160,100

$ 114,808

McGraw-Hill Companies, Inc.

488,400

34,032

Sohu.com, Inc. (a)

313,700

21,005

Visa, Inc. Class A

260,000

51,134

TOTAL UNITED STATES OF AMERICA

310,158

TOTAL COMMON STOCKS

(Cost $8,462,801)


10,703,033

Nonconvertible Preferred Stocks - 1.5%

 

 

 

 

Germany - 1.5%

Volkswagen AG

650,200

165,262

United Kingdom - 0.0%

Rolls-Royce Group PLC Series C

361,003,490

579

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $133,620)


165,841

Government Obligations - 0.1%

 

Principal Amount (000s)

 

United States of America - 0.1%

U.S. Treasury Bills, yield at date of purchase 0.02% to 0.04% 1/2/14 (e)
(Cost $6,960)

$ 6,960


6,960

Money Market Funds - 4.0%

Shares

 

Fidelity Cash Central Fund, 0.09% (b)

431,996,301

431,996

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

22,072,034

22,072

TOTAL MONEY MARKET FUNDS

(Cost $454,068)


454,068

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $9,057,449)

11,329,902

NET OTHER ASSETS (LIABILITIES) - (0.3)%

(35,016)

NET ASSETS - 100%

$ 11,294,886

Futures Contracts

Expiration Date

Underlying Face Amount at Value (000s)

Unrealized Appreciation/
(Depreciation) (000s)

Purchased

Equity Index Contracts

1,572 Nikkei 225 Index Contracts (Japan)

Dec. 2013

$ 113,695

$ 4,238

 

The face value of futures purchased as a percentage of net assets is 1%

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 $6,960,000.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 420

Fidelity Securities Lending Cash Central Fund

5,441

Total

$ 5,861

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Boyner Buyuk Magazacilik A/S

$ 10,764

$ -

$ 16,020

$ -

$ -

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 table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 1,843,308

$ 1,414,445

$ 418,062

$ 10,801

Consumer Staples

1,147,236

582,788

564,448

-

Energy

441,636

267,909

173,727

-

Financials

2,821,082

1,658,069

1,163,013

-

Health Care

1,087,724

771,553

316,171

-

Industrials

1,451,790

1,132,697

319,093

-

Information Technology

867,159

575,926

291,233

-

Materials

577,937

441,335

136,602

-

Telecommunication Services

565,743

162,001

403,742

-

Utilities

65,259

65,259

-

-

Government Obligations

6,960

-

6,960

-

Money Market Funds

454,068

454,068

-

-

Total Investments in Securities:

$ 11,329,902

$ 7,526,050

$ 3,793,051

$ 10,801

Derivative Instruments:

Assets

Futures Contracts

$ 4,238

$ 4,238

$ -

$ -

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 (000s)

Level 1 to Level 2

$ 712,449

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)

$ 4,238

$ -

(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


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $21,646) - See accompanying schedule:

Unaffiliated issuers (cost $8,603,381)

$ 10,875,834

 

Fidelity Central Funds (cost $454,068)

454,068

 

Total Investments (cost $9,057,449)

 

$ 11,329,902

Foreign currency held at value (cost $934)

924

Receivable for investments sold

8,555

Receivable for fund shares sold

7,336

Dividends receivable

20,216

Distributions receivable from Fidelity Central Funds

122

Prepaid expenses

35

Other receivables

4,081

Total assets

11,371,171

 

 

 

Liabilities

Payable for investments purchased

$ 38,436

Payable for fund shares redeemed

5,719

Accrued management fee

6,631

Distribution and service plan fees payable

128

Payable for daily variation margin for derivative instruments

983

Other affiliated payables

1,581

Other payables and accrued expenses

735

Collateral on securities loaned, at value

22,072

Total liabilities

76,285

 

 

 

Net Assets

$ 11,294,886

Net Assets consist of:

 

Paid in capital

$ 9,866,929

Undistributed net investment income

131,430

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

(979,010)

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

2,275,537

Net Assets

$ 11,294,886

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($346,717.68 ÷ 8,780.120 shares)

$ 39.49

 

 

 

Maximum offering price per share (100/94.25 of $39.49)

$ 41.90

Class T:
Net Asset Value
and redemption price per share ($53,183.51 ÷ 1,355.789 shares)

$ 39.23

 

 

 

Maximum offering price per share (100/96.50 of $39.23)

$ 40.65

Class B:
Net Asset Value
and offering price per share ($6,686.96 ÷ 171.088 shares)A

$ 39.08

 

 

 

Class C:
Net Asset Value
and offering price per share ($36,470.54 ÷ 933.457 shares)A

$ 39.07

 

 

 

International Discovery:
Net Asset Value
, offering price and redemption price per share ($7,799,575.78 ÷ 195,853.386 shares)

$ 39.82

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($2,576,018.46 ÷ 64,786.777 shares)

$ 39.76

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($476,126.48 ÷ 11,975.218 shares)

$ 39.76

 

 

 

Class Z:
Net Asset Value
, offering price and redemption price per share ($106.86 ÷ 2.687 shares)

$ 39.77

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

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

Annual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Year ended October 31, 2013

 

  

  

Investment Income

  

  

Dividends

 

$ 233,738

Interest

 

3

Income from Fidelity Central Funds

 

5,861

Income before foreign taxes withheld

 

239,602

Less foreign taxes withheld

 

(17,198)

Total income

 

222,404

 

 

 

Expenses

Management fee
Basic fee

$ 67,899

Performance adjustment

6,089

Transfer agent fees

16,474

Distribution and service plan fees

1,432

Accounting and security lending fees

1,778

Custodian fees and expenses

1,352

Independent trustees' compensation

54

Registration fees

215

Audit

119

Legal

24

Miscellaneous

76

Total expenses before reductions

95,512

Expense reductions

(2,311)

93,201

Net investment income (loss)

129,203

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

671,713

Other affiliated issuers

4,258

 

Foreign currency transactions

(1,963)

Futures contracts

51,368

Total net realized gain (loss)

 

725,376

Change in net unrealized appreciation (depreciation) on:

Investment securities

1,459,188

Assets and liabilities in foreign currencies

(54)

Futures contracts

4,238

Total change in net unrealized appreciation (depreciation)

 

1,463,372

Net gain (loss)

2,188,748

Net increase (decrease) in net assets resulting from operations

$ 2,317,951

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

Annual Report

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 129,203

$ 143,212

Net realized gain (loss)

725,376

(207,579)

Change in net unrealized appreciation (depreciation)

1,463,372

762,141

Net increase (decrease) in net assets resulting
from operations

2,317,951

697,774

Distributions to shareholders from net investment income

(146,031)

(118,968)

Distributions to shareholders from net realized gain

(8,413)

-

Total distributions

(154,444)

(118,968)

Share transactions - net increase (decrease)

714,712

(915,362)

Redemption fees

128

128

Total increase (decrease) in net assets

2,878,347

(336,428)

 

 

 

Net Assets

Beginning of period

8,416,539

8,752,967

End of period (including undistributed net investment income of $131,430 and undistributed net investment income of $126,507, respectively)

$ 11,294,886

$ 8,416,539

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.66

$ 29.43

$ 32.07

$ 28.57

$ 23.68

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .34

  .41

  .42

  .31

  .31

Net realized and unrealized gain (loss)

  7.97

  2.11

  (2.52)

  3.51

  4.84

Total from investment operations

  8.31

  2.52

  (2.10)

  3.82

  5.15

Distributions from net investment income

  (.45)

  (.29)

  (.38)

  (.28)

  (.26)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.48)

  (.29)

  (.54)

  (.32)

  (.26)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.49

$ 31.66

$ 29.43

$ 32.07

$ 28.57

Total Return A,B

  26.59%

  8.70%

  (6.71)%

  13.43%

  22.14%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  1.35%

  1.34%

  1.30%

  1.33%

  1.37%

Expenses net of fee waivers, if any

  1.35%

  1.34%

  1.29%

  1.33%

  1.37%

Expenses net of all reductions

  1.33%

  1.31%

  1.25%

  1.28%

  1.32%

Net investment income (loss)

  .97%

  1.41%

  1.31%

  1.06%

  1.28%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 347

$ 299

$ 320

$ 392

$ 414

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.42

$ 29.18

$ 31.81

$ 28.35

$ 23.49

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .26

  .34

  .34

  .23

  .24

Net realized and unrealized gain (loss)

  7.92

  2.09

  (2.51)

  3.48

  4.81

Total from investment operations

  8.18

  2.43

  (2.17)

  3.71

  5.05

Distributions from net investment income

  (.34)

  (.19)

  (.30)

  (.21)

  (.19)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.37)

  (.19)

  (.46)

  (.25)

  (.19)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.23

$ 31.42

$ 29.18

$ 31.81

$ 28.35

Total Return A,B

  26.31%

  8.41%

  (6.96)%

  13.14%

  21.79%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  1.59%

  1.59%

  1.56%

  1.60%

  1.65%

Expenses net of fee waivers, if any

  1.59%

  1.59%

  1.55%

  1.60%

  1.65%

Expenses net of all reductions

  1.57%

  1.56%

  1.51%

  1.56%

  1.60%

Net investment income (loss)

  .73%

  1.16%

  1.05%

  .79%

  1.00%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 53

$ 46

$ 61

$ 92

$ 83

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.28

$ 29.02

$ 31.60

$ 28.18

$ 23.25

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .19

  .17

  .08

  .12

Net realized and unrealized gain (loss)

  7.90

  2.09

  (2.48)

  3.44

  4.81

Total from investment operations

  7.98

  2.28

  (2.31)

  3.52

  4.93

Distributions from net investment income

  (.15)

  (.02)

  (.12)

  (.06)

  -

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.18)

  (.02)

  (.27) H

  (.10)

  -

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.08

$ 31.28

$ 29.02

$ 31.60

$ 28.18

Total Return A,B

  25.64%

  7.85%

  (7.39)%

  12.52%

  21.20%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  2.10%

  2.09%

  2.06%

  2.12%

  2.16%

Expenses net of fee waivers, if any

  2.10%

  2.09%

  2.06%

  2.12%

  2.16%

Expenses net of all reductions

  2.08%

  2.06%

  2.02%

  2.08%

  2.11%

Net investment income (loss)

  .22%

  .66%

  .54%

  .27%

  .49%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 7

$ 8

$ 10

$ 14

$ 16

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

H Total distributions of $.27 per share is comprised of distributions from net investment income of $.115 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.32

$ 29.08

$ 31.68

$ 28.23

$ 23.31

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .19

  .18

  .09

  .12

Net realized and unrealized gain (loss)

  7.90

  2.09

  (2.49)

  3.45

  4.82

Total from investment operations

  7.98

  2.28

  (2.31)

  3.54

  4.94

Distributions from net investment income

  (.20)

  (.04)

  (.14)

  (.05)

  (.02)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.23)

  (.04)

  (.29) H

  (.09)

  (.02)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.07

$ 31.32

$ 29.08

$ 31.68

$ 28.23

Total Return A,B

  25.65%

  7.86%

  (7.37)%

  12.54%

  21.22%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  2.10%

  2.09%

  2.05%

  2.09%

  2.14%

Expenses net of fee waivers, if any

  2.09%

  2.09%

  2.04%

  2.09%

  2.14%

Expenses net of all reductions

  2.07%

  2.06%

  2.00%

  2.05%

  2.09%

Net investment income (loss)

  .23%

  .66%

  .56%

  .30%

  .51%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 36

$ 30

$ 33

$ 44

$ 43

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

H Total distributions of $.29 per share is comprised of distributions from net investment income of $.137 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - International Discovery

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.91

$ 29.69

$ 32.34

$ 28.79

$ 23.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .47

  .51

  .53

  .40

  .37

Net realized and unrealized gain (loss)

  8.02

  2.12

  (2.54)

  3.54

  4.88

Total from investment operations

  8.49

  2.63

  (2.01)

  3.94

  5.25

Distributions from net investment income

  (.55)

  (.41)

  (.48)

  (.35)

  (.34)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.58)

  (.41)

  (.64)

  (.39)

  (.34)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.82

$ 31.91

$ 29.69

$ 32.34

$ 28.79

Total Return A

  27.03%

  9.03%

  (6.39)%

  13.76%

  22.47%

Ratios to Average Net Assets C,E

 

 

 

 

Expenses before reductions

  1.00%

  1.01%

  .97%

  1.05%

  1.12%

Expenses net of fee waivers, if any

  1.00%

  1.01%

  .96%

  1.05%

  1.12%

Expenses net of all reductions

  .98%

  .98%

  .92%

  1.00%

  1.07%

Net investment income (loss)

  1.32%

  1.73%

  1.64%

  1.35%

  1.53%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 7,800

$ 5,965

$ 6,806

$ 8,133

$ 8,114

Portfolio turnover rate D

  65%

  68%

  75%

  82%

  98%

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

$ 31.87

$ 29.66

$ 32.32

$ 28.78

$ 23.90

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .52

  .57

  .58

  .46

  .44

Net realized and unrealized gain (loss)

  8.01

  2.11

  (2.54)

  3.53

  4.86

Total from investment operations

  8.53

  2.68

  (1.96)

  3.99

  5.30

Distributions from net investment income

  (.61)

  (.47)

  (.55)

  (.41)

  (.42)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.64)

  (.47)

  (.70) G

  (.45)

  (.42)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.76

$ 31.87

$ 29.66

$ 32.32

$ 28.78

Total Return A

  27.23%

  9.24%

  (6.24)%

  13.96%

  22.80%

Ratios to Average Net Assets C,E

 

 

 

 

Expenses before reductions

  .85%

  .83%

  .80%

  .84%

  .88%

Expenses net of fee waivers, if any

  .85%

  .83%

  .79%

  .84%

  .88%

Expenses net of all reductions

  .83%

  .80%

  .75%

  .79%

  .83%

Net investment income (loss)

  1.47%

  1.91%

  1.81%

  1.55%

  1.77%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 2,576

$ 1,776

$ 1,245

$ 1,078

$ 674

Portfolio turnover rate D

  65%

  68%

  75%

  82%

  98%

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 $.70 per share is comprised of distributions from net investment income of $.548 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.87

$ 29.65

$ 32.31

$ 28.77

$ 23.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .47

  .52

  .54

  .41

  .39

Net realized and unrealized gain (loss)

  8.01

  2.11

  (2.55)

  3.55

  4.86

Total from investment operations

  8.48

  2.63

  (2.01)

  3.96

  5.25

Distributions from net investment income

  (.56)

  (.41)

  (.50)

  (.38)

  (.39)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.59)

  (.41)

  (.65) G

  (.42)

  (.39)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.76

$ 31.87

$ 29.65

$ 32.31

$ 28.77

Total Return A

  27.03%

  9.07%

  (6.39)%

  13.84%

  22.52%

Ratios to Average Net Assets C,E

 

 

 

 

Expenses before reductions

  1.00%

  1.00%

  .95%

  .99%

  1.05%

Expenses net of fee waivers, if any

  1.00%

  1.00%

  .94%

  .99%

  1.05%

Expenses net of all reductions

  .97%

  .97%

  .90%

  .95%

  1.00%

Net investment income (loss)

  1.33%

  1.75%

  1.66%

  1.40%

  1.60%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 476

$ 294

$ 278

$ 319

$ 267

Portfolio turnover rate D

  65%

  68%

  75%

  82%

  98%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Amount represents less than $.01 per share.

G Total distributions of $.65 per share is comprised of distributions from net investment income of $.497 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - Class Z

Year ended October 31,

2013 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 37.22

Income from Investment Operations

 

Net investment income (loss) D

  .07

Net realized and unrealized gain (loss)

  2.48

Total from investment operations

  2.55

Redemption fees added to paid in capital D,I

  -

Net asset value, end of period

$ 39.77

Total Return B,C

  6.85%

Ratios to Average Net Assets E,H

 

Expenses before reductions

  .85% A

Expenses net of fee waivers, if any

  .85% A

Expenses net of all reductions

  .83% A

Net investment income (loss)

  .76% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 107

Portfolio turnover rate F

  65%

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 August 13, 2013 (commencement of sale of shares) to October 31, 2013.

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

I Amount represents less than $.01 per share.

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

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

(Amounts in thousands except percentages)

1. Organization.

Fidelity International Discovery Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund commenced sale of Class Z shares on August 13, 2013. The Fund offers Class A, Class T, Class C, International Discovery, Class K, Institutional Class and Class Z 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

Annual Report

3. Significant Accounting Policies - continued

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. 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.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

$ 2,288,825

Gross unrealized depreciation

(128,376)

Net unrealized appreciation (depreciation) on securities and other investments

$ 2,160,449

 

 

Tax Cost

$ 9,169,453

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

Undistributed ordinary income

$ 219,779

Capital loss carryforward

$ (950,903)

Net unrealized appreciation (depreciation)

$ 2,159,295

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital loss carryforwards are only available to offset future capital gains of the 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

$ (950,903)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 154,444

$ 118,968

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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.

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

Annual Report

4. Derivative Instruments - continued

Futures Contracts - continued

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 $51,368 and a change in net unrealized appreciation (depreciation) of $4,238 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 $6,591,378 and $5,993,057, 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 International Discovery 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 .77% 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

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

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

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 796

$ 9

Class T

.25%

.25%

243

2

Class B

.75%

.25%

69

52

Class C

.75%

.25%

324

25

 

 

 

$ 1,432

$ 88

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

$ 56

Class T

5

Class B*

9

Class C*

2

 

$ 72

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

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

Class K's and Class Z'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 applicable class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 954

.30

Class T

141

.29

Class B

21

.30

Class C

96

.29

International Discovery

13,480

.20

Class K

1,069

.05

Institutional Class

713

.19

Class Z

-*

.05**

 

$ 16,474

 

* Amount represents eleven dollars.

** Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. 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 $4 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 $20 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

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 $5,441, including $40 from securities loaned to FCM.

9. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of the following class' operating expense.

During the period, this reimbursement reduced expenses as follows:

 

Reimbursement

International Discovery

$ 10

Class K

3

Institutional Class

1

 

$ 14

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 $2,236 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $61.

Annual Report

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

$ 4,138

$ 3,123

Class T

492

388

Class B

34

6

Class C

186

44

International Discovery

101,466

90,633

Class K

34,651

20,917

Institutional Class

5,064

3,857

Total

$ 146,031

$ 118,968

From net realized gain

 

 

Class A

$ 297

$ -

Class T

46

-

Class B

7

-

Class C

30

-

International Discovery

5,914

-

Class K

1,827

-

Institutional Class

292

-

Total

$ 8,413

$ -

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013 A

2012

2013 A

2012

Class A

 

 

 

 

Shares sold

1,772

1,927

$ 62,186

$ 56,732

Reinvestment of distributions

132

101

4,249

2,828

Shares redeemed

(2,553)

(3,468)

(88,988)

(100,935)

Net increase (decrease)

(649)

(1,440)

$ (22,553)

$ (41,375)

Class T

 

 

 

 

Shares sold

227

220

$ 7,911

$ 6,409

Reinvestment of distributions

16

13

512

369

Shares redeemed

(347)

(860)

(11,997)

(25,207)

Net increase (decrease)

(104)

(627)

$ (3,574)

$ (18,429)

Class B

 

 

 

 

Shares sold

4

3

$ 137

$ 87

Reinvestment of distributions

1

-

39

5

Shares redeemed

(75)

(113)

(2,570)

(3,297)

Net increase (decrease)

(70)

(110)

$ (2,394)

$ (3,205)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013 A

2012

2013 A

2012

Class C

 

 

 

 

Shares sold

184

212

$ 6,532

$ 6,111

Reinvestment of distributions

6

1

193

39

Shares redeemed

(207)

(395)

(7,250)

(11,440)

Net increase (decrease)

(17)

(182)

$ (525)

$ (5,290)

International Discovery

 

 

 

 

Shares sold

37,338

20,324

$ 1,332,523

$ 608,478

Reinvestment of distributions

3,176

3,081

102,608

86,858

Shares redeemed

(31,569)

(65,748)

(1,103,313)

(1,937,202)

Net increase (decrease)

8,945

(42,343)

$ 331,818

$ (1,241,866)

Class K

 

 

 

 

Shares sold

19,989

26,836

$ 699,723

$ 788,860

Reinvestment of distributions

1,132

744

36,478

20,917

Shares redeemed

(12,053)

(13,817)

(423,712)

(410,022)

Net increase (decrease)

9,068

13,763

$ 312,489

$ 399,755

Institutional Class

 

 

 

 

Shares sold

4,893

2,049

$ 175,669

$ 59,460

Reinvestment of distributions

68

53

2,182

1,502

Shares redeemed

(2,219)

(2,256)

(78,500)

(65,914)

Net increase (decrease)

2,742

(154)

$ 99,351

$ (4,952)

Class Z

 

 

 

 

Shares sold

3

-

$ 100

$ -

Net increase (decrease)

3

-

$ 100

$ -

A Share transactions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to October 31, 2013.

12. Other.

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

At the end of the period, Strategic Advisers International Fund was the owner of record of approximately 11% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity International Discovery Fund (a fund of Fidelity Investment Trust) at October 31, 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 periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity International Discovery Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 16, 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.

Annual Report

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 1-877-208-0098.

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

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

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/09/13

12/06/13

$0.481

$0.311

Institutional Class designates 1% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

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

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

 

Pay Date

Income

Taxes

Institutional Class

12/10/12

$0.511

$0.026

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 International Discovery Fund

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

The Board meets regularly and, at each of its meetings, 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, 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.

Annual Report

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 International Discovery Fund

idi771517

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 International Discovery Fund

idi771519

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.

Annual Report

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

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

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, the retail class, and Class K ranked below its competitive median for 2012 and the total expense ratio of Class T 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 Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

AIDI-UANN-1213
1.806657.108

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

International Discovery

Fund - Class Z

Annual Report

October 31, 2013

(Fidelity Cover Art)

Class Z is
a class of Fidelity®
International Discovery Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Past 10
years

  Class Z A, B

27.06%

12.59%

8.75%

A The initial offering of Class Z shares took place on August 13, 2013. Returns between January 6, 2005 and August 13, 2013, are those of Institutional Class. Returns prior to January 6, 2005, are those of Fidelity® International Discovery Fund, the original class of the fund.

B Prior to October 1, 2004, the fund operated under certain different investment policies. The fund's historical performance may not represent its current investment policies.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Discovery Fund - Class Z 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 Z.

idz961608

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, Portfolio Manager of Fidelity Advisor® International Discovery Fund: For the year, the fund's Class Z shares tracked the 27.02% gain of its benchmark, the MSCI® EAFE® Index. (For specific class-level results, please refer to the performance section of this report.) Security selection aided relative performance, with notable outperformance in the U.K. and Japan. Positioning in the Asia Pacific ex Japan region and the materials sector also contributed, as did security selection in information technology. Top individual contributors included U.K.-based online-only supermarket Ocado Group, an out-of-index position that rallied after the company significantly expanded its business capacity. An overweighting in real estate leasing company ORIX stood out, as improved economic activity drove up real estate prices in Japan. By contrast, stock picks in core European countries, emerging markets and the automobiles & components segment of consumer discretionary detracted, along with a small cash position in an up market. Individual disappointments included Housing Development Finance, a large mortgage provider in India, whose stock declined along with the Indian rupee. An average underweighting in Toyota Motor also hurt, as the weakening yen combined with the company's market-share increases to propel the stock higher.

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

Annual Report


Shareholder Expense Example

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

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2013 to October 31, 2013) for Class A, Class T, Class B, Class C, International Discovery, Class K and Institutional Class and for the period (August 13, 2013 to October 31, 2013) for Class Z. The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year 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.

Annual Report

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

 

Annualized
Expense Ratio
B

Beginning
Account Value

Ending
Account Value
October 31, 2013

Expenses Paid
During Period

Class A

1.34%

 

 

 

Actual

 

$ 1,000.00

$ 1,089.10

$ 7.06 C

HypotheticalA

 

$ 1,000.00

$ 1,018.45

$ 6.82 D

Class T

1.58%

 

 

 

Actual

 

$ 1,000.00

$ 1,087.90

$ 8.31 C

HypotheticalA

 

$ 1,000.00

$ 1,017.24

$ 8.03 D

Class B

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 1,085.00

$ 10.98 C

HypotheticalA

 

$ 1,000.00

$ 1,014.67

$ 10.61 D

Class C

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 1,085.30

$ 10.99 C

HypotheticalA

 

$ 1,000.00

$ 1,014.67

$ 10.61 D

International Discovery

.99%

 

 

 

Actual

 

$ 1,000.00

$ 1,091.00

$ 5.22 C

HypotheticalA

 

$ 1,000.00

$ 1,020.21

$ 5.04 D

Class K

.85%

 

 

 

Actual

 

$ 1,000.00

$ 1,092.00

$ 4.48 C

HypotheticalA

 

$ 1,000.00

$ 1,020.92

$ 4.33 D

Institutional Class

.99%

 

 

 

Actual

 

$ 1,000.00

$ 1,091.10

$ 5.22 C

HypotheticalA

 

$ 1,000.00

$ 1,020.21

$ 5.04 D

Class Z

.85%

 

 

 

Actual

 

$ 1,000.00

$ 1,068.50

$ 1.93 C

HypotheticalA

 

$ 1,000.00

$ 1,020.92

$ 4.33 D

A 5% return per year before expenses

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

Annual Report

Shareholder Expense Example - continued

C Actual 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) for Class A, Class T, Class B, Class C, International Discovery, Class K and Institutional Class and multiplied by 80/365 (to reflect the period August 13, 2013 to October 31, 2013) for Class Z.

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

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

idz961610

Japan 18.2%

 

idz961612

United Kingdom 15.9%

 

idz961614

France 10.9%

 

idz961616

Germany 8.7%

 

idz961618

Switzerland 6.4%

 

idz961620

United States of America* 5.5%

 

idz961622

Sweden 4.1%

 

idz961624

Spain 3.6%

 

idz961626

Netherlands 3.3%

 

idz961628

Other 23.4%

 

idz961630

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

* Includes Short-Term Investments and Net Other Assets (Liabilities)

As of April 30, 2013

idz961610

Japan 20.5%

 

idz961612

United Kingdom 16.1%

 

idz961614

France 9.7%

 

idz961616

Germany 7.5%

 

idz961618

Switzerland 6.3%

 

idz961620

United States of America* 5.2%

 

idz961622

Australia 3.9%

 

idz961624

Sweden 2.7%

 

idz961626

Netherlands 2.5%

 

idz961628

Other 25.6%

 

idz961642

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

* Includes Short-Term Investments and Net Other Assets (Liabilities)

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

96.6

Short-Term Investments and Net Other Assets (Liabilities)

2.8

3.4

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

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

2.0

1.0

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

1.8

1.6

Bayer AG (Germany, Pharmaceuticals)

1.6

0.8

Toyota Motor Corp. (Japan, Automobiles)

1.6

0.7

Total SA (France, Oil, Gas & Consumable Fuels)

1.5

0.0

Volkswagen AG (Germany, Automobiles)

1.5

0.7

UBS AG (Switzerland, Capital Markets)

1.4

1.1

ORIX Corp. (Japan, Diversified Financial Services)

1.4

1.1

SoftBank Corp. (Japan, Wireless Telecommunication Services)

1.4

0.6

Banco Bilbao Vizcaya Argentaria SA (Spain, Commercial Banks)

1.3

0.7

 

15.5

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.8

24.3

Consumer Discretionary

16.4

16.5

Industrials

13.0

12.1

Consumer Staples

10.1

11.3

Health Care

9.5

8.9

Information Technology

7.7

7.5

Materials

5.2

5.7

Telecommunication Services

5.1

4.1

Energy

3.8

3.0

Utilities

0.6

1.1

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 94.7%

Shares

Value (000s)

Australia - 3.2%

Ansell Ltd.

2,268,950

$ 41,796

Australia & New Zealand Banking Group Ltd.

6,493,040

207,673

Ramsay Health Care Ltd.

1,619,364

59,385

Woodside Petroleum Ltd.

1,461,485

53,623

TOTAL AUSTRALIA

362,477

Austria - 0.2%

Andritz AG

455,300

28,047

Bailiwick of Jersey - 2.6%

Experian PLC

6,115,400

124,529

Wolseley PLC

1,508,304

81,283

WPP PLC

3,996,700

84,910

TOTAL BAILIWICK OF JERSEY

290,722

Belgium - 2.1%

Anheuser-Busch InBev SA NV

1,183,927

122,730

KBC Groupe SA

2,102,810

114,632

TOTAL BELGIUM

237,362

Bermuda - 0.3%

Cheung Kong Infrastructure Holdings Ltd.

5,048,000

35,127

Brazil - 0.1%

Arezzo Industria e Comercio SA

1,051,500

15,724

British Virgin Islands - 0.4%

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

1,193,800

44,027

Canada - 1.0%

Constellation Software, Inc.

159,200

29,002

InterOil Corp. (a)(d)

204,400

14,196

Suncor Energy, Inc.

2,012,600

73,138

TOTAL CANADA

116,336

Cayman Islands - 1.2%

Baidu.com, Inc. sponsored ADR (a)

123,100

19,807

Cimc Enric Holdings Ltd.

16,316,000

22,981

ENN Energy Holdings Ltd.

5,084,000

30,132

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

630,200

26,689

Greatview Aseptic Pack Co. Ltd.

26,392,000

16,612

Sands China Ltd.

1,460,800

10,382

Youku Tudou, Inc. ADR (a)(d)

300,200

8,177

TOTAL CAYMAN ISLANDS

134,780

Common Stocks - continued

Shares

Value (000s)

Cyprus - 0.0%

SPDI Secure Property Development & Investment PLC (a)

529,830

$ 597

Denmark - 0.6%

Novo Nordisk A/S Series B

396,489

66,036

Finland - 0.7%

Sampo Oyj (A Shares)

1,739,800

82,418

France - 10.9%

Arkema SA

487,670

55,368

Atos Origin SA

388,851

33,198

AXA SA

5,364,600

134,022

BNP Paribas SA

1,544,345

114,361

Bureau Veritas SA

1,413,000

42,667

Danone SA

905,500

67,152

Edenred SA

1,177,900

40,022

Havas SA

5,201,268

43,333

Iliad SA

213,972

48,924

Kering SA

373,000

84,753

Lafarge SA (Bearer) (d)

605,900

41,939

LVMH Moet Hennessy - Louis Vuitton SA

612,502

117,924

Sanofi SA

890,979

94,999

Schneider Electric SA

1,383,800

116,583

Technip SA

192,300

20,144

Total SA

2,831,600

173,727

TOTAL FRANCE

1,229,116

Germany - 7.2%

Aareal Bank AG (a)

1,044,895

40,185

adidas AG

541,900

61,863

BASF AG

1,265,455

131,663

Bayer AG

1,471,500

182,890

Brenntag AG

444,700

75,353

GEA Group AG

1,254,770

54,602

GSW Immobilien AG

430,481

20,019

HeidelbergCement Finance AG

860,300

67,818

KION Group AG (a)

577,867

23,538

LEG Immobilien AG

184,948

10,547

Siemens AG

1,110,885

141,963

TOTAL GERMANY

810,441

Common Stocks - continued

Shares

Value (000s)

Hong Kong - 1.8%

AIA Group Ltd.

20,789,200

$ 105,515

Techtronic Industries Co. Ltd.

39,683,000

99,809

TOTAL HONG KONG

205,324

India - 0.6%

Housing Development Finance Corp. Ltd.

3,139,461

43,561

United Spirits Ltd. 

444,545

18,569

TOTAL INDIA

62,130

Indonesia - 0.1%

PT Tower Bersama Infrastructure Tbk

17,734,500

8,967

Ireland - 2.0%

Actavis PLC (a)

308,100

47,626

Bank of Ireland (a)

146,718,100

53,399

James Hardie Industries PLC CDI

6,070,470

62,711

Kerry Group PLC Class A

945,600

60,555

TOTAL IRELAND

224,291

Italy - 1.0%

De Longhi SpA

2,248,100

34,797

Moleskine SpA

4,183,000

10,223

Tod's SpA

117,793

19,624

UniCredit SpA

3,689,800

27,754

World Duty Free SpA (a)

2,253,904

24,972

TOTAL ITALY

117,370

Japan - 17.2%

ABC-MART, Inc.

826,300

41,324

Aozora Bank Ltd.

16,056,000

46,675

ARNEST ONE Corp. (d)

306,200

8,395

Astellas Pharma, Inc.

768,700

42,852

Cosmos Pharmaceutical Corp.

245,800

29,946

Daikin Industries Ltd.

1,089,400

62,677

Don Quijote Co. Ltd.

1,818,400

121,044

Hajime Construction Co. Ltd.

34,900

2,406

Hitachi Ltd.

5,121,000

35,822

Japan Exchange Group, Inc.

2,589,500

60,201

Japan Tobacco, Inc.

3,948,700

142,879

Kakaku.com, Inc.

1,903,000

36,807

KDDI Corp.

2,082,700

112,792

Keyence Corp.

304,060

130,317

Leopalace21 Corp. (a)

6,899,700

47,901

Common Stocks - continued

Shares

Value (000s)

Japan - continued

Miraca Holdings, Inc.

196,700

$ 8,863

Mitsubishi UFJ Financial Group, Inc.

18,169,200

115,706

Nomura Real Estate Holdings, Inc.

563,300

14,252

Omron Corp.

1,225,300

46,759

ORIX Corp.

9,072,900

157,152

Park24 Co. Ltd.

1,342,800

26,218

Rakuten, Inc.

5,237,700

68,245

Santen Pharmaceutical Co. Ltd.

1,166,900

59,239

Seven & i Holdings Co., Ltd.

2,167,000

80,198

Shinsei Bank Ltd.

24,904,000

58,308

Ship Healthcare Holdings, Inc.

1,076,700

44,182

SoftBank Corp.

2,099,300

156,773

Toyota Motor Corp.

2,789,300

180,853

USS Co. Ltd.

450,400

6,596

TOTAL JAPAN

1,945,382

Korea (South) - 0.9%

Hyundai Motor Co.

206,848

49,311

NHN Corp.

69,296

38,981

Orion Corp.

14,973

14,602

TOTAL KOREA (SOUTH)

102,894

Luxembourg - 0.3%

Brait SA

6,048,833

29,465

Mexico - 0.2%

Alsea S.A.B. de CV

7,662,195

23,831

Netherlands - 3.3%

AEGON NV

5,028,800

40,014

ASML Holding NV

772,233

73,084

European Aeronautic Defence and Space Co. (EADS) NV

176,700

12,142

Koninklijke Ahold NV

2,412,842

45,930

Koninklijke Philips Electronics NV

2,496,700

88,235

Randstad Holding NV

717,740

44,296

Royal DSM NV

536,200

40,617

Yandex NV (a)

861,400

31,751

TOTAL NETHERLANDS

376,069

New Zealand - 0.4%

Ryman Healthcare Group Ltd.

7,311,565

45,597

Norway - 1.0%

DNB ASA

6,068,755

107,551

Common Stocks - continued

Shares

Value (000s)

Philippines - 0.1%

Alliance Global Group, Inc.

26,741,800

$ 16,306

Russia - 0.5%

Mobile TeleSystems OJSC sponsored ADR

2,313,400

52,746

Singapore - 0.4%

Global Logistic Properties Ltd.

16,214,205

40,333

South Africa - 1.1%

Naspers Ltd. Class N

1,302,700

121,851

Spain - 3.6%

Amadeus IT Holding SA Class A

1,319,900

49,014

Antena 3 de Television SA

1,515,400

25,411

Banco Bilbao Vizcaya Argentaria SA

12,546,524

146,630

Criteria CaixaCorp SA

4,210,900

21,892

Distribuidora Internacional de Alimentacion SA

5,726,396

52,349

Grifols SA ADR

1,208,550

36,450

Inditex SA (d)

481,679

79,134

TOTAL SPAIN

410,880

Sweden - 4.1%

ASSA ABLOY AB (B Shares)

1,783,400

88,536

Intrum Justitia AB

1,835,800

48,869

Investment AB Kinnevik (B Shares)

2,363,300

87,091

Nordea Bank AB

6,100,600

78,140

Svenska Cellulosa AB (SCA) (B Shares)

3,591,900

101,991

Svenska Handelsbanken AB (A Shares)

1,258,200

57,007

TOTAL SWEDEN

461,634

Switzerland - 6.4%

Credit Suisse Group

1,039,246

32,329

Lonza Group AG

476,868

42,623

Partners Group Holding AG

230,056

59,609

Roche Holding AG (participation certificate)

821,773

227,506

Schindler Holding AG (participation certificate)

260,065

36,888

SGS SA (Reg.)

7,770

18,206

Swatch Group AG (Bearer)

36,702

23,481

Syngenta AG (Switzerland)

179,374

72,398

UBS AG

8,311,378

160,751

Zurich Insurance Group AG

180,481

49,907

TOTAL SWITZERLAND

723,698

Common Stocks - continued

Shares

Value (000s)

Taiwan - 0.6%

ECLAT Textile Co. Ltd.

2,457,180

$ 27,005

Taiwan Semiconductor Manufacturing Co. Ltd.

11,289,000

41,528

TOTAL TAIWAN

68,533

United Kingdom - 15.9%

Aberdeen Asset Management PLC

5,975,132

42,432

Alabama Noor Hospitals Group PLC (a)

1,829,400

24,933

Associated British Foods PLC

1,571,500

57,123

Barclays PLC

22,636,113

95,241

BG Group PLC

3,923,700

80,119

BHP Billiton PLC

2,080,582

64,204

British American Tobacco PLC (United Kingdom)

881,200

48,618

Croda International PLC

630,000

24,607

Diageo PLC

4,394,219

140,077

Foxtons Group PLC

2,178,500

11,134

Hikma Pharmaceuticals PLC

3,197,720

61,578

HSBC Holdings PLC (United Kingdom)

12,266,193

134,454

Intertek Group PLC

893,600

47,741

ITV PLC

11,642,037

35,635

Jazztel PLC (a)

4,681,964

51,364

Legal & General Group PLC

26,720,558

92,671

Liberty Global PLC Class A (a)

610,800

47,868

London Stock Exchange Group PLC

1,729,000

45,521

Meggitt PLC

6,842,366

62,809

Next PLC

781,744

68,250

Ocado Group PLC (a)

8,103,297

56,389

Persimmon PLC

2,082,200

42,233

Reckitt Benckiser Group PLC

788,600

61,300

Rolls-Royce Group PLC

4,197,715

77,402

Rotork PLC

717,800

32,951

Royal Mail PLC

788,800

7,083

SABMiller PLC

1,478,600

77,145

Taylor Wimpey PLC

18,277,100

32,295

The Restaurant Group PLC

1,992,100

18,398

Ultra Electronics Holdings PLC

614,667

19,061

Vodafone Group PLC

36,632,743

134,177

TOTAL UNITED KINGDOM

1,794,813

United States of America - 2.7%

Beam, Inc.

387,400

26,072

Google, Inc. Class A (a)

60,100

61,938

Illumina, Inc. (a)

12,500

1,169

Common Stocks - continued

Shares

Value (000s)

United States of America - continued

MasterCard, Inc. Class A

160,100

$ 114,808

McGraw-Hill Companies, Inc.

488,400

34,032

Sohu.com, Inc. (a)

313,700

21,005

Visa, Inc. Class A

260,000

51,134

TOTAL UNITED STATES OF AMERICA

310,158

TOTAL COMMON STOCKS

(Cost $8,462,801)


10,703,033

Nonconvertible Preferred Stocks - 1.5%

 

 

 

 

Germany - 1.5%

Volkswagen AG

650,200

165,262

United Kingdom - 0.0%

Rolls-Royce Group PLC Series C

361,003,490

579

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $133,620)


165,841

Government Obligations - 0.1%

 

Principal Amount (000s)

 

United States of America - 0.1%

U.S. Treasury Bills, yield at date of purchase 0.02% to 0.04% 1/2/14 (e)
(Cost $6,960)

$ 6,960


6,960

Money Market Funds - 4.0%

Shares

 

Fidelity Cash Central Fund, 0.09% (b)

431,996,301

431,996

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

22,072,034

22,072

TOTAL MONEY MARKET FUNDS

(Cost $454,068)


454,068

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $9,057,449)

11,329,902

NET OTHER ASSETS (LIABILITIES) - (0.3)%

(35,016)

NET ASSETS - 100%

$ 11,294,886

Futures Contracts

Expiration Date

Underlying Face Amount at Value (000s)

Unrealized Appreciation/
(Depreciation) (000s)

Purchased

Equity Index Contracts

1,572 Nikkei 225 Index Contracts (Japan)

Dec. 2013

$ 113,695

$ 4,238

 

The face value of futures purchased as a percentage of net assets is 1%

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 $6,960,000.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 420

Fidelity Securities Lending Cash Central Fund

5,441

Total

$ 5,861

Other Affiliated Issuers

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

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Boyner Buyuk Magazacilik A/S

$ 10,764

$ -

$ 16,020

$ -

$ -

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 table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 1,843,308

$ 1,414,445

$ 418,062

$ 10,801

Consumer Staples

1,147,236

582,788

564,448

-

Energy

441,636

267,909

173,727

-

Financials

2,821,082

1,658,069

1,163,013

-

Health Care

1,087,724

771,553

316,171

-

Industrials

1,451,790

1,132,697

319,093

-

Information Technology

867,159

575,926

291,233

-

Materials

577,937

441,335

136,602

-

Telecommunication Services

565,743

162,001

403,742

-

Utilities

65,259

65,259

-

-

Government Obligations

6,960

-

6,960

-

Money Market Funds

454,068

454,068

-

-

Total Investments in Securities:

$ 11,329,902

$ 7,526,050

$ 3,793,051

$ 10,801

Derivative Instruments:

Assets

Futures Contracts

$ 4,238

$ 4,238

$ -

$ -

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 (000s)

Level 1 to Level 2

$ 712,449

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)

$ 4,238

$ -

(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


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $21,646) - See accompanying schedule:

Unaffiliated issuers (cost $8,603,381)

$ 10,875,834

 

Fidelity Central Funds (cost $454,068)

454,068

 

Total Investments (cost $9,057,449)

 

$ 11,329,902

Foreign currency held at value (cost $934)

924

Receivable for investments sold

8,555

Receivable for fund shares sold

7,336

Dividends receivable

20,216

Distributions receivable from Fidelity Central Funds

122

Prepaid expenses

35

Other receivables

4,081

Total assets

11,371,171

 

 

 

Liabilities

Payable for investments purchased

$ 38,436

Payable for fund shares redeemed

5,719

Accrued management fee

6,631

Distribution and service plan fees payable

128

Payable for daily variation margin for derivative instruments

983

Other affiliated payables

1,581

Other payables and accrued expenses

735

Collateral on securities loaned, at value

22,072

Total liabilities

76,285

 

 

 

Net Assets

$ 11,294,886

Net Assets consist of:

 

Paid in capital

$ 9,866,929

Undistributed net investment income

131,430

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

(979,010)

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

2,275,537

Net Assets

$ 11,294,886

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

Annual Report

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($346,717.68 ÷ 8,780.120 shares)

$ 39.49

 

 

 

Maximum offering price per share (100/94.25 of $39.49)

$ 41.90

Class T:
Net Asset Value
and redemption price per share ($53,183.51 ÷ 1,355.789 shares)

$ 39.23

 

 

 

Maximum offering price per share (100/96.50 of $39.23)

$ 40.65

Class B:
Net Asset Value
and offering price per share ($6,686.96 ÷ 171.088 shares)A

$ 39.08

 

 

 

Class C:
Net Asset Value
and offering price per share ($36,470.54 ÷ 933.457 shares)A

$ 39.07

 

 

 

International Discovery:
Net Asset Value
, offering price and redemption price per share ($7,799,575.78 ÷ 195,853.386 shares)

$ 39.82

 

 

 

Class K:
Net Asset Value
, offering price and redemption price per share ($2,576,018.46 ÷ 64,786.777 shares)

$ 39.76

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($476,126.48 ÷ 11,975.218 shares)

$ 39.76

 

 

 

Class Z:
Net Asset Value
, offering price and redemption price per share ($106.86 ÷ 2.687 shares)

$ 39.77

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

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

Annual Report

Financial Statements - continued

Statement of Operations

 Amounts in thousands

Year ended October 31, 2013

 

  

  

Investment Income

  

  

Dividends

 

$ 233,738

Interest

 

3

Income from Fidelity Central Funds

 

5,861

Income before foreign taxes withheld

 

239,602

Less foreign taxes withheld

 

(17,198)

Total income

 

222,404

 

 

 

Expenses

Management fee
Basic fee

$ 67,899

Performance adjustment

6,089

Transfer agent fees

16,474

Distribution and service plan fees

1,432

Accounting and security lending fees

1,778

Custodian fees and expenses

1,352

Independent trustees' compensation

54

Registration fees

215

Audit

119

Legal

24

Miscellaneous

76

Total expenses before reductions

95,512

Expense reductions

(2,311)

93,201

Net investment income (loss)

129,203

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

671,713

Other affiliated issuers

4,258

 

Foreign currency transactions

(1,963)

Futures contracts

51,368

Total net realized gain (loss)

 

725,376

Change in net unrealized appreciation (depreciation) on:

Investment securities

1,459,188

Assets and liabilities in foreign currencies

(54)

Futures contracts

4,238

Total change in net unrealized appreciation (depreciation)

 

1,463,372

Net gain (loss)

2,188,748

Net increase (decrease) in net assets resulting from operations

$ 2,317,951

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

Annual Report

Statement of Changes in Net Assets

 Amounts in thousands

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 129,203

$ 143,212

Net realized gain (loss)

725,376

(207,579)

Change in net unrealized appreciation (depreciation)

1,463,372

762,141

Net increase (decrease) in net assets resulting
from operations

2,317,951

697,774

Distributions to shareholders from net investment income

(146,031)

(118,968)

Distributions to shareholders from net realized gain

(8,413)

-

Total distributions

(154,444)

(118,968)

Share transactions - net increase (decrease)

714,712

(915,362)

Redemption fees

128

128

Total increase (decrease) in net assets

2,878,347

(336,428)

 

 

 

Net Assets

Beginning of period

8,416,539

8,752,967

End of period (including undistributed net investment income of $131,430 and undistributed net investment income of $126,507, respectively)

$ 11,294,886

$ 8,416,539

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.66

$ 29.43

$ 32.07

$ 28.57

$ 23.68

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .34

  .41

  .42

  .31

  .31

Net realized and unrealized gain (loss)

  7.97

  2.11

  (2.52)

  3.51

  4.84

Total from investment operations

  8.31

  2.52

  (2.10)

  3.82

  5.15

Distributions from net investment income

  (.45)

  (.29)

  (.38)

  (.28)

  (.26)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.48)

  (.29)

  (.54)

  (.32)

  (.26)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.49

$ 31.66

$ 29.43

$ 32.07

$ 28.57

Total Return A,B

  26.59%

  8.70%

  (6.71)%

  13.43%

  22.14%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  1.35%

  1.34%

  1.30%

  1.33%

  1.37%

Expenses net of fee waivers, if any

  1.35%

  1.34%

  1.29%

  1.33%

  1.37%

Expenses net of all reductions

  1.33%

  1.31%

  1.25%

  1.28%

  1.32%

Net investment income (loss)

  .97%

  1.41%

  1.31%

  1.06%

  1.28%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 347

$ 299

$ 320

$ 392

$ 414

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.42

$ 29.18

$ 31.81

$ 28.35

$ 23.49

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .26

  .34

  .34

  .23

  .24

Net realized and unrealized gain (loss)

  7.92

  2.09

  (2.51)

  3.48

  4.81

Total from investment operations

  8.18

  2.43

  (2.17)

  3.71

  5.05

Distributions from net investment income

  (.34)

  (.19)

  (.30)

  (.21)

  (.19)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.37)

  (.19)

  (.46)

  (.25)

  (.19)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.23

$ 31.42

$ 29.18

$ 31.81

$ 28.35

Total Return A,B

  26.31%

  8.41%

  (6.96)%

  13.14%

  21.79%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  1.59%

  1.59%

  1.56%

  1.60%

  1.65%

Expenses net of fee waivers, if any

  1.59%

  1.59%

  1.55%

  1.60%

  1.65%

Expenses net of all reductions

  1.57%

  1.56%

  1.51%

  1.56%

  1.60%

Net investment income (loss)

  .73%

  1.16%

  1.05%

  .79%

  1.00%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 53

$ 46

$ 61

$ 92

$ 83

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.28

$ 29.02

$ 31.60

$ 28.18

$ 23.25

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .19

  .17

  .08

  .12

Net realized and unrealized gain (loss)

  7.90

  2.09

  (2.48)

  3.44

  4.81

Total from investment operations

  7.98

  2.28

  (2.31)

  3.52

  4.93

Distributions from net investment income

  (.15)

  (.02)

  (.12)

  (.06)

  -

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.18)

  (.02)

  (.27) H

  (.10)

  -

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.08

$ 31.28

$ 29.02

$ 31.60

$ 28.18

Total Return A,B

  25.64%

  7.85%

  (7.39)%

  12.52%

  21.20%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  2.10%

  2.09%

  2.06%

  2.12%

  2.16%

Expenses net of fee waivers, if any

  2.10%

  2.09%

  2.06%

  2.12%

  2.16%

Expenses net of all reductions

  2.08%

  2.06%

  2.02%

  2.08%

  2.11%

Net investment income (loss)

  .22%

  .66%

  .54%

  .27%

  .49%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 7

$ 8

$ 10

$ 14

$ 16

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

H Total distributions of $.27 per share is comprised of distributions from net investment income of $.115 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.32

$ 29.08

$ 31.68

$ 28.23

$ 23.31

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .19

  .18

  .09

  .12

Net realized and unrealized gain (loss)

  7.90

  2.09

  (2.49)

  3.45

  4.82

Total from investment operations

  7.98

  2.28

  (2.31)

  3.54

  4.94

Distributions from net investment income

  (.20)

  (.04)

  (.14)

  (.05)

  (.02)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.23)

  (.04)

  (.29) H

  (.09)

  (.02)

Redemption fees added to paid in capital C,G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.07

$ 31.32

$ 29.08

$ 31.68

$ 28.23

Total Return A,B

  25.65%

  7.86%

  (7.37)%

  12.54%

  21.22%

Ratios to Average Net Assets D,F

 

 

 

 

Expenses before reductions

  2.10%

  2.09%

  2.05%

  2.09%

  2.14%

Expenses net of fee waivers, if any

  2.09%

  2.09%

  2.04%

  2.09%

  2.14%

Expenses net of all reductions

  2.07%

  2.06%

  2.00%

  2.05%

  2.09%

Net investment income (loss)

  .23%

  .66%

  .56%

  .30%

  .51%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 36

$ 30

$ 33

$ 44

$ 43

Portfolio turnover rate E

  65%

  68%

  75%

  82%

  98%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

H Total distributions of $.29 per share is comprised of distributions from net investment income of $.137 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - International Discovery

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.91

$ 29.69

$ 32.34

$ 28.79

$ 23.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .47

  .51

  .53

  .40

  .37

Net realized and unrealized gain (loss)

  8.02

  2.12

  (2.54)

  3.54

  4.88

Total from investment operations

  8.49

  2.63

  (2.01)

  3.94

  5.25

Distributions from net investment income

  (.55)

  (.41)

  (.48)

  (.35)

  (.34)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.58)

  (.41)

  (.64)

  (.39)

  (.34)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.82

$ 31.91

$ 29.69

$ 32.34

$ 28.79

Total Return A

  27.03%

  9.03%

  (6.39)%

  13.76%

  22.47%

Ratios to Average Net Assets C,E

 

 

 

 

Expenses before reductions

  1.00%

  1.01%

  .97%

  1.05%

  1.12%

Expenses net of fee waivers, if any

  1.00%

  1.01%

  .96%

  1.05%

  1.12%

Expenses net of all reductions

  .98%

  .98%

  .92%

  1.00%

  1.07%

Net investment income (loss)

  1.32%

  1.73%

  1.64%

  1.35%

  1.53%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 7,800

$ 5,965

$ 6,806

$ 8,133

$ 8,114

Portfolio turnover rate D

  65%

  68%

  75%

  82%

  98%

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

$ 31.87

$ 29.66

$ 32.32

$ 28.78

$ 23.90

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .52

  .57

  .58

  .46

  .44

Net realized and unrealized gain (loss)

  8.01

  2.11

  (2.54)

  3.53

  4.86

Total from investment operations

  8.53

  2.68

  (1.96)

  3.99

  5.30

Distributions from net investment income

  (.61)

  (.47)

  (.55)

  (.41)

  (.42)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.64)

  (.47)

  (.70) G

  (.45)

  (.42)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.76

$ 31.87

$ 29.66

$ 32.32

$ 28.78

Total Return A

  27.23%

  9.24%

  (6.24)%

  13.96%

  22.80%

Ratios to Average Net Assets C,E

 

 

 

 

Expenses before reductions

  .85%

  .83%

  .80%

  .84%

  .88%

Expenses net of fee waivers, if any

  .85%

  .83%

  .79%

  .84%

  .88%

Expenses net of all reductions

  .83%

  .80%

  .75%

  .79%

  .83%

Net investment income (loss)

  1.47%

  1.91%

  1.81%

  1.55%

  1.77%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 2,576

$ 1,776

$ 1,245

$ 1,078

$ 674

Portfolio turnover rate D

  65%

  68%

  75%

  82%

  98%

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 $.70 per share is comprised of distributions from net investment income of $.548 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 31.87

$ 29.65

$ 32.31

$ 28.77

$ 23.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .47

  .52

  .54

  .41

  .39

Net realized and unrealized gain (loss)

  8.01

  2.11

  (2.55)

  3.55

  4.86

Total from investment operations

  8.48

  2.63

  (2.01)

  3.96

  5.25

Distributions from net investment income

  (.56)

  (.41)

  (.50)

  (.38)

  (.39)

Distributions from net realized gain

  (.03)

  -

  (.16)

  (.04)

  -

Total distributions

  (.59)

  (.41)

  (.65) G

  (.42)

  (.39)

Redemption fees added to paid in capital B,F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 39.76

$ 31.87

$ 29.65

$ 32.31

$ 28.77

Total Return A

  27.03%

  9.07%

  (6.39)%

  13.84%

  22.52%

Ratios to Average Net Assets C,E

 

 

 

 

Expenses before reductions

  1.00%

  1.00%

  .95%

  .99%

  1.05%

Expenses net of fee waivers, if any

  1.00%

  1.00%

  .94%

  .99%

  1.05%

Expenses net of all reductions

  .97%

  .97%

  .90%

  .95%

  1.00%

Net investment income (loss)

  1.33%

  1.75%

  1.66%

  1.40%

  1.60%

Supplemental Data

 

 

 

 

 

Net assets, end of period (in millions)

$ 476

$ 294

$ 278

$ 319

$ 267

Portfolio turnover rate D

  65%

  68%

  75%

  82%

  98%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Amount represents less than $.01 per share.

G Total distributions of $.65 per share is comprised of distributions from net investment income of $.497 and distributions from net realized gain of $.155 per share.

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

Annual Report

Financial Highlights - Class Z

Year ended October 31,

2013 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 37.22

Income from Investment Operations

 

Net investment income (loss) D

  .07

Net realized and unrealized gain (loss)

  2.48

Total from investment operations

  2.55

Redemption fees added to paid in capital D,I

  -

Net asset value, end of period

$ 39.77

Total Return B,C

  6.85%

Ratios to Average Net Assets E,H

 

Expenses before reductions

  .85% A

Expenses net of fee waivers, if any

  .85% A

Expenses net of all reductions

  .83% A

Net investment income (loss)

  .76% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 107

Portfolio turnover rate F

  65%

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 August 13, 2013 (commencement of sale of shares) to October 31, 2013.

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

I Amount represents less than $.01 per share.

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

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

(Amounts in thousands except percentages)

1. Organization.

Fidelity International Discovery Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund commenced sale of Class Z shares on August 13, 2013. The Fund offers Class A, Class T, Class C, International Discovery, Class K, Institutional Class and Class Z 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

Annual Report

3. Significant Accounting Policies - continued

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. 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.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

$ 2,288,825

Gross unrealized depreciation

(128,376)

Net unrealized appreciation (depreciation) on securities and other investments

$ 2,160,449

 

 

Tax Cost

$ 9,169,453

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

Undistributed ordinary income

$ 219,779

Capital loss carryforward

$ (950,903)

Net unrealized appreciation (depreciation)

$ 2,159,295

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital loss carryforwards are only available to offset future capital gains of the 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

$ (950,903)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 154,444

$ 118,968

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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.

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

Annual Report

4. Derivative Instruments - continued

Futures Contracts - continued

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 $51,368 and a change in net unrealized appreciation (depreciation) of $4,238 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 $6,591,378 and $5,993,057, 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 International Discovery 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 .77% 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

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

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

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 796

$ 9

Class T

.25%

.25%

243

2

Class B

.75%

.25%

69

52

Class C

.75%

.25%

324

25

 

 

 

$ 1,432

$ 88

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

$ 56

Class T

5

Class B*

9

Class C*

2

 

$ 72

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

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

Class K's and Class Z'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 applicable class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 954

.30

Class T

141

.29

Class B

21

.30

Class C

96

.29

International Discovery

13,480

.20

Class K

1,069

.05

Institutional Class

713

.19

Class Z

-*

.05**

 

$ 16,474

 

* Amount represents eleven dollars.

** Annualized

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. 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 $4 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 $20 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

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 $5,441, including $40 from securities loaned to FCM.

9. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of the following class' operating expense.

During the period, this reimbursement reduced expenses as follows:

 

Reimbursement

International Discovery

$ 10

Class K

3

Institutional Class

1

 

$ 14

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 $2,236 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $61.

Annual Report

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

$ 4,138

$ 3,123

Class T

492

388

Class B

34

6

Class C

186

44

International Discovery

101,466

90,633

Class K

34,651

20,917

Institutional Class

5,064

3,857

Total

$ 146,031

$ 118,968

From net realized gain

 

 

Class A

$ 297

$ -

Class T

46

-

Class B

7

-

Class C

30

-

International Discovery

5,914

-

Class K

1,827

-

Institutional Class

292

-

Total

$ 8,413

$ -

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013 A

2012

2013 A

2012

Class A

 

 

 

 

Shares sold

1,772

1,927

$ 62,186

$ 56,732

Reinvestment of distributions

132

101

4,249

2,828

Shares redeemed

(2,553)

(3,468)

(88,988)

(100,935)

Net increase (decrease)

(649)

(1,440)

$ (22,553)

$ (41,375)

Class T

 

 

 

 

Shares sold

227

220

$ 7,911

$ 6,409

Reinvestment of distributions

16

13

512

369

Shares redeemed

(347)

(860)

(11,997)

(25,207)

Net increase (decrease)

(104)

(627)

$ (3,574)

$ (18,429)

Class B

 

 

 

 

Shares sold

4

3

$ 137

$ 87

Reinvestment of distributions

1

-

39

5

Shares redeemed

(75)

(113)

(2,570)

(3,297)

Net increase (decrease)

(70)

(110)

$ (2,394)

$ (3,205)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013 A

2012

2013 A

2012

Class C

 

 

 

 

Shares sold

184

212

$ 6,532

$ 6,111

Reinvestment of distributions

6

1

193

39

Shares redeemed

(207)

(395)

(7,250)

(11,440)

Net increase (decrease)

(17)

(182)

$ (525)

$ (5,290)

International Discovery

 

 

 

 

Shares sold

37,338

20,324

$ 1,332,523

$ 608,478

Reinvestment of distributions

3,176

3,081

102,608

86,858

Shares redeemed

(31,569)

(65,748)

(1,103,313)

(1,937,202)

Net increase (decrease)

8,945

(42,343)

$ 331,818

$ (1,241,866)

Class K

 

 

 

 

Shares sold

19,989

26,836

$ 699,723

$ 788,860

Reinvestment of distributions

1,132

744

36,478

20,917

Shares redeemed

(12,053)

(13,817)

(423,712)

(410,022)

Net increase (decrease)

9,068

13,763

$ 312,489

$ 399,755

Institutional Class

 

 

 

 

Shares sold

4,893

2,049

$ 175,669

$ 59,460

Reinvestment of distributions

68

53

2,182

1,502

Shares redeemed

(2,219)

(2,256)

(78,500)

(65,914)

Net increase (decrease)

2,742

(154)

$ 99,351

$ (4,952)

Class Z

 

 

 

 

Shares sold

3

-

$ 100

$ -

Net increase (decrease)

3

-

$ 100

$ -

A Share transactions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to October 31, 2013.

12. Other.

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

At the end of the period, Strategic Advisers International Fund was the owner of record of approximately 11% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity International Discovery Fund (a fund of Fidelity Investment Trust) at October 31, 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 periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity International Discovery Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 16, 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.

Annual Report

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 1-877-208-0098.

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

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

 

Pay Date

Record Date

Dividends

Capital Gains

Class Z

12/09/13

12/06/13

$0.541

$0.311

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 International Discovery Fund

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

The Board meets regularly and, at each of its meetings, 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, 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.

Annual Report

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 International Discovery Fund

idz961644

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 International Discovery Fund

idz961646

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.

Annual Report

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

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

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, the retail class, and Class K ranked below its competitive median for 2012 and the total expense ratio of Class T 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 Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (UK) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

AIDZ-UANN-1213
1.9585031.100

Fidelity®

International Small Cap

Fund

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 Managers' review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Past 10
years

Fidelity® International Small Cap Fund

36.56%

19.77%

11.56%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® International Small Cap Fund, a class of the fund, on October 31, 2003. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Small Cap Index performed over the same period.

isc1171166

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 Colin Stone, Dale Nicholls and Nicholas Price, Co-Portfolio Managers of Fidelity® International Small Cap Fund: For the year, the fund's Retail Class shares returned 36.56%, surpassing the 32.33% gain of the MSCI® EAFE® Small Cap Index. The Japanese and Asia-Pacific ex Japan subportfolios outperformed their respective benchmarks by substantial margins, but the emerging Europe/Middle East/Africa (EMEA) sleeve trailed its benchmark, weighed down by security selection in materials and energy. Versus the index, a non-index stake in Dublin-based mineral sands miner Kenmare Resources detracted from the EMEA subportfolio's results, while one key contributor was U.K. online-only food retailer Ocado Group. In the Asia-Pacific ex Japan subportfolio, one positive was Sino Gas & Energy Holdings, an Australian exploration and production firm developing gas assets in China. On the negative side, relative performance suffered from not owning high-flying casino stock and Hong Kong benchmark component Melco International Development. In the Japanese subportfolio, our results were lifted by Pigeon, Japan's leading manufacturer of baby-care products. A non-index position in video game developer Nintendo worked against us, and I sold it in the first quarter of 2013.

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

Annual Report


Shareholder Expense Example

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

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

Annual Report

Shareholder Expense Example - continued

 

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

1.63%

 

 

 

Actual

 

$ 1,000.00

$ 1,129.50

$ 8.75

HypotheticalA

 

$ 1,000.00

$ 1,016.99

$ 8.29

Class T

1.88%

 

 

 

Actual

 

$ 1,000.00

$ 1,128.00

$ 10.08

HypotheticalA

 

$ 1,000.00

$ 1,015.73

$ 9.55

Class B

2.37%

 

 

 

Actual

 

$ 1,000.00

$ 1,125.30

$ 12.70

HypotheticalA

 

$ 1,000.00

$ 1,013.26

$ 12.03

Class C

2.34%

 

 

 

Actual

 

$ 1,000.00

$ 1,125.30

$ 12.54

HypotheticalA

 

$ 1,000.00

$ 1,013.41

$ 11.88

International Small Cap

1.33%

 

 

 

Actual

 

$ 1,000.00

$ 1,131.00

$ 7.14

HypotheticalA

 

$ 1,000.00

$ 1,018.50

$ 6.77

Institutional Class

1.21%

 

 

 

Actual

 

$ 1,000.00

$ 1,131.50

$ 6.50

HypotheticalA

 

$ 1,000.00

$ 1,019.11

$ 6.16

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


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

isc1171168

Japan 26.4%

 

isc1171170

United Kingdom 18.0%

 

isc1171172

Germany 9.7%

 

isc1171174

United States of America* 5.6%

 

isc1171176

France 3.9%

 

isc1171178

Cayman Islands 3.4%

 

isc1171180

Australia 3.4%

 

isc1171182

Ireland 2.7%

 

isc1171184

Bermuda 2.6%

 

isc1171186

Other 24.3%

 

isc1171188

* 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

isc1171168

Japan 29.9%

 

isc1171170

United Kingdom 18.9%

 

isc1171172

Germany 7.6%

 

isc1171174

Australia 4.7%

 

isc1171176

United States of America* 4.1%

 

isc1171178

Cayman Islands 3.4%

 

isc1171180

France 3.3%

 

isc1171182

Luxembourg 2.7%

 

isc1171184

Singapore 2.6%

 

isc1171199

Other 22.8%

 

isc1171201

* 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

94.3

95.8

Bonds

0.2

0.2

Short-Term Investments and Net Other Assets (Liabilities)

5.5

4.0

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Tokyo Tatemono Co. Ltd. (Japan, Real Estate Management & Development)

1.9

1.5

Pigeon Corp. (Japan, Household Products)

1.7

2.0

Eurofins Scientific SA (Luxembourg, Life Sciences Tools & Services)

1.4

1.4

Hokkaido Electric Power Co., Inc. (Japan, Electric Utilities)

1.4

0.0

Aareal Bank AG (Germany, Thrifts & Mortgage Finance)

1.3

0.0

Playtech Ltd. (Isle of Man, Software)

1.2

1.3

Wirecard AG (Germany, IT Services)

1.2

0.9

ASOS PLC (United Kingdom, Internet & Catalog Retail)

1.2

1.1

Foster Electric Co. Ltd. (Japan, Household Durables)

1.2

0.0

Stanley Electric Co. Ltd. (Japan, Auto Components)

1.2

0.7

 

13.7

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

22.5

23.0

Financials

17.7

17.8

Industrials

16.1

14.8

Information Technology

14.4

16.1

Health Care

8.7

8.6

Energy

4.8

5.2

Materials

4.7

5.4

Consumer Staples

3.2

3.8

Utilities

1.9

0.3

Telecommunication Services

0.5

1.0

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 93.6%

Shares

Value

Australia - 3.4%

Acrux Ltd.

381,062

$ 965,231

Alkane Resources Ltd. (a)

911,891

336,131

Austal Ltd. (a)

3,050,012

2,176,453

Base Resources Ltd. (a)

750,579

294,405

Beach Energy Ltd.

1,213,515

1,640,144

Berkeley Resources Ltd. (a)

1,198,037

294,404

Boart Longyear Ltd. (d)

1,678,919

682,337

Clinuvel Pharmaceuticals Ltd. (a)(d)

325,070

476,222

Dart Energy Ltd. (a)(d)

10,057,900

1,330,871

Donaco International Ltd. (d)

2,061,089

1,383,107

Goodman Group unit

202,411

968,022

Greencross Ltd.

154,770

958,140

iiNet Ltd.

133,255

818,649

Iluka Resources Ltd.

80,327

781,987

Independence Group NL

244,610

915,525

iProperty Group Ltd. (a)

601,773

1,035,154

Karoon Gas Australia Ltd. (a)

452,184

1,893,301

Maverick Drilling & Exploration Ltd. (a)(d)

971,087

468,090

Nanosonics Ltd. (a)

1,384,184

1,138,188

Navitas Ltd.

273,638

1,500,048

Neon Energy Ltd. (a)

1,049,972

287,791

NewSat Ltd. (a)

2,252,414

1,021,857

Normandy Mt. Leyshon Ltd. (a)

1,907,227

225,327

Prairie Downs Metals Ltd. (a)

881,954

291,753

Prana Biotechnology Ltd. (a)(d)

2,224,059

1,064,716

QRxPharma Ltd. (a)(d)

249,195

163,691

Ramsay Health Care Ltd.

10,050

368,552

SEEK Ltd.

161,332

1,980,753

Sierra Mining Ltd. (a)

2,406,178

648,147

Silver Lake Resources Ltd. (a)

840,689

611,824

Sino Gas & Energy Ltd. (a)

22,392,147

4,973,525

Sirtex Medical Ltd.

98,794

1,161,587

SomnoMed Ltd. (a)

584,445

684,961

Spark Infrastructure Group unit

1,255,671

2,011,622

Starpharma Holdings Ltd. (a)

869,513

735,529

Tiger Resources Ltd. (a)

1,511,941

564,459

Tissue Therapies Ltd. (a)

2,581,301

609,929

Troy Resources NL (d)

289,032

366,059

Vision Group Holdings Ltd. (a)

1,221,604

837,084

TOTAL AUSTRALIA

38,665,575

Common Stocks - continued

Shares

Value

Austria - 0.3%

Ams AG

30,950

$ 3,380,333

Bailiwick of Jersey - 1.9%

Informa PLC

1,067,014

9,572,207

LXB Retail Properties PLC (a)

1,426,200

2,766,991

Regus PLC

2,817,600

9,265,884

TOTAL BAILIWICK OF JERSEY

21,605,082

Belgium - 0.1%

EVS Broadcast Equipment SA

24,123

1,581,970

Bermuda - 2.6%

APT Satellite Holdings Ltd.

1,573,000

1,710,356

Asia Satellite Telecommunications Holdings Ltd.

271,000

1,052,122

Biosensors International Group Ltd.

1,016,000

768,830

China Animal Healthcare Ltd. (a)

2,129,000

681,016

China Singyes Solar Tech Holdings Ltd.

981,600

1,064,782

Digital China Holdings Ltd. (H Shares)

423,000

555,416

Dukang Distillers Holdings Ltd. (a)

2,072,000

725,584

I.T Ltd.

1,552,000

472,426

Imagi International Holdings Ltd. (a)

27,752,000

332,895

Luk Fook Holdings International Ltd.

612,000

2,186,560

Oakley Capital Investments Ltd. (a)

1,560,300

4,396,887

Oriental Watch Holdings Ltd.

1,540,000

492,609

PAX Global Technology Ltd. (a)

1,769,000

748,397

Petra Diamonds Ltd. (a)

2,255,500

4,050,445

REXLot Holdings Ltd.

10,075,000

883,658

STELUX Holdings International

2,958,000

1,007,239

Vostok Nafta Investment Ltd. SDR

818,000

6,658,822

Vtech Holdings Ltd.

154,900

2,223,703

TOTAL BERMUDA

30,011,747

British Virgin Islands - 0.4%

Kalahari Energy (a)(g)

1,451,000

15

Mail.Ru Group Ltd.:

GDR (f)

112,800

4,160,064

GDR (Reg. S)

12,700

468,376

TOTAL BRITISH VIRGIN ISLANDS

4,628,455

Canada - 0.6%

Africa Oil Corp. (a)

81,500

723,819

Africa Oil Corp. (Sweden) (a)

457,500

4,059,575

AirSea Lines (a)(g)

1,893,338

26

Asanko Gold, Inc. (a)

26,400

62,034

Common Stocks - continued

Shares

Value

Canada - continued

Mood Media Corp. (a)

136,700

$ 86,531

Mood Media Corp. (United Kingdom) (a)

1,139,822

767,588

Mountain Province Diamonds, Inc. (a)

254,200

1,292,150

Rock Well Petroleum, Inc. (a)(g)

770,400

7

TOTAL CANADA

6,991,730

Cayman Islands - 3.4%

21Vianet Group, Inc. ADR (a)

42,300

761,400

51job, Inc. sponsored ADR (a)

19,200

1,470,720

AirMedia Group, Inc. ADR (a)

352,100

595,049

Airtac International Group

90,950

658,140

AMVIG Holdings Ltd.

764,000

358,695

AutoNavi Holdings Ltd. ADR (a)(d)

34,300

530,278

Bitauto Holdings Ltd. ADR (a)

120,000

2,941,200

Bonjour Holdings Ltd.

4,332,000

938,702

Changshouhua Food Co. Ltd.

872,000

921,151

China Automation Group Ltd.

1,872,000

393,572

China High Precision Automation Group Ltd.

712,000

27,551

China Lilang Ltd.

724,000

467,850

China Lodging Group Ltd. ADR (a)

26,500

582,470

China Medical System Holdings Ltd.

1,204,000

1,082,404

China Metal International Holdings, Inc.

2,522,000

709,140

China Metal Recycling (Holdings) Ltd. (a)

436,800

1

China Outfitters Holdings Ltd. (d)

1,888,000

311,704

CNinsure, Inc. ADR (a)

78,600

381,210

Convenience Retail Asia Ltd.

700,000

487,553

EVA Precision Industrial Holdings Ltd.

5,134,000

735,037

Greatview Aseptic Pack Co. Ltd.

1,196,000

752,803

Haitian International Holdings Ltd.

338,000

814,374

Hop Hing Group Holdings Ltd.

7,392,000

314,634

Hutchison China Meditech Ltd. (a)

77,117

780,228

Integrated Waste Solutions Group Health Ltd. (a)

2,055,000

145,252

Kingdee International Software Group Co. Ltd. (a)

1,564,400

504,450

KongZhong Corp. sponsored ADR (a)

56,200

463,650

Lee's Pharmaceutical Holdings Ltd.

1,155,000

1,071,127

Marwyn Value Investors II Ltd. (a)

2,130,100

6,497,803

Ming Fai International Holdings Ltd.

9,133,000

1,001,296

Perfect World Co. Ltd. sponsored ADR Class B

31,700

555,701

Royale Furniture Holdings Ltd.

10,111,437

528,200

Shenguan Holdings Group Ltd.

3,154,000

1,407,564

SINA Corp. (a)

6,100

509,716

SITC International Holdings Co. Ltd.

3,686,000

1,559,407

Common Stocks - continued

Shares

Value

Cayman Islands - continued

Sitoy Group Holdings Ltd.

727,000

$ 398,523

SouFun Holdings Ltd. ADR

51,000

2,714,730

Vipshop Holdings Ltd. ADR (a)(d)

12,600

868,518

VST Holdings Ltd.

2,767,600

546,166

WuXi PharmaTech Cayman, Inc. sponsored ADR (a)

42,300

1,237,275

Xinyi Glass Holdings Ltd.

1,670,000

1,654,276

Yip's Chemical Holdings Ltd.

592,000

497,851

TOTAL CAYMAN ISLANDS

39,177,371

China - 0.1%

Xinjiang Goldwind Science & Technology Co. Ltd. (H Shares)

938,000

958,205

Denmark - 0.1%

ALK-Abello A/S

6,657

632,586

Finland - 1.1%

Amer Group PLC (A Shares)

274,500

5,642,714

Rakentajain Konevuokraamo Oyj (B Shares)

343,656

6,873,002

TOTAL FINLAND

12,515,716

France - 3.9%

ALTEN

165,500

7,498,493

Audika SA (a)

113,900

1,531,013

Ipsos SA

128,172

5,406,103

Sartorius Stedim Biotech

53,000

7,969,653

Sopra Group SA

61,000

5,335,442

SR Teleperformance SA

178,251

9,453,313

The Lisi Group

52,800

8,151,062

TOTAL FRANCE

45,345,079

Germany - 9.7%

Aareal Bank AG (a)

394,704

15,179,633

AURELIUS AG

136,500

4,659,268

Brenntag AG

40,600

6,879,556

CANCOM AG

49,600

1,904,500

CENTROTEC Sustainable AG

289,265

7,201,063

CompuGROUP Holding AG

199,511

5,199,658

CTS Eventim AG

199,177

9,722,051

Deutz AG (a)

903,600

8,600,309

GFK AG

195,601

11,433,101

Ichor Coal NV (a)

355,000

1,928,005

Lanxess AG

88,385

6,221,045

MTU Aero Engines Holdings AG

60,089

6,003,902

Rational AG

15,920

4,885,076

Common Stocks - continued

Shares

Value

Germany - continued

United Internet AG

200,152

$ 7,908,111

Wirecard AG

387,100

14,114,586

TOTAL GERMANY

111,839,864

Hong Kong - 0.8%

Dah Sing Banking Group Ltd.

598,800

1,129,170

Guotai Junan International Holdings Ltd.

1,331,000

569,963

Magnificent Estates Ltd.

25,682,000

1,242,197

Singamas Container Holdings Ltd.

5,744,000

1,340,983

Sinosoft Tech Group Ltd.

1,164,000

279,252

Techtronic Industries Co. Ltd.

1,012,500

2,546,595

Wing Hang Bank Ltd.

153,000

2,176,693

TOTAL HONG KONG

9,284,853

India - 0.8%

Ahluwalia Contracts (India) Ltd. (a)

230,314

96,986

Britannia Industries Ltd.

46,936

715,609

MT Educare Ltd.

211,299

345,456

Page Industries Ltd.

90,084

6,535,563

Shriram City Union Finance Ltd.

32,081

526,501

Thangamayil Jewellery Ltd.

173,245

478,768

WABCO India Ltd.

14,137

388,238

TOTAL INDIA

9,087,121

Indonesia - 0.5%

PT Clipan Finance Indonesia Tbk

13,895,400

517,723

PT Clipan Finance Indonesia Tbk warrants 10/7/14 (a)

2,275,700

6,460

PT Global Mediacom Tbk

1,729,000

292,958

PT Mayora Indah Tbk

410,667

1,067,419

PT Media Nusantara Citra Tbk

5,091,500

1,129,180

PT Mitra Adiperkasa Tbk

801,000

383,711

PT MNC Sky Vision Tbk (a)

2,487,000

512,951

PT Nippon Indosari Corpindo Tbk

881,500

484,832

PT Pembangunan Perumahan Persero Tbk

4,982,500

579,023

PT Tiga Pilar Sejahtera Food Tbk

8,562,500

1,002,656

TOTAL INDONESIA

5,976,913

Ireland - 2.7%

Glanbia PLC

168,000

2,354,013

Kenmare Resources PLC (a)

11,445,200

3,734,476

Paddy Power PLC (Ireland)

157,509

12,831,471

Common Stocks - continued

Shares

Value

Ireland - continued

Smurfit Kappa Group PLC

287,600

$ 6,989,751

United Drug PLC (United Kingdom)

992,400

4,964,588

TOTAL IRELAND

30,874,299

Isle of Man - 2.4%

Exillon Energy PLC (a)

1,097,300

4,187,398

IBS Group Holding Ltd. GDR (Reg. S)

336,400

9,086,984

Playtech Ltd.

1,209,747

14,285,952

TOTAL ISLE OF MAN

27,560,334

Israel - 0.1%

Sarin Technologies Ltd.

957,750

1,464,921

Italy - 2.3%

Brunello Cucinelli SpA

123,985

3,871,835

Prysmian SpA

263,900

6,449,584

Salvatore Ferragamo Italia SpA

244,915

8,393,142

YOOX SpA (a)

209,800

7,548,683

TOTAL ITALY

26,263,244

Japan - 26.4%

Accordia Golf Co. Ltd.

504,500

5,536,995

ACOM Co. Ltd. (a)

586,600

2,296,933

AEON Financial Service Co. Ltd. (d)

243,800

7,487,160

AEON Mall Co. Ltd.

66,550

1,890,084

Amada Co. Ltd.

610,000

5,247,570

CAC Corp.

47,400

421,311

Career Design Center Co. Ltd.

676

800,696

Chugoku Electric Power Co., Inc.

112,600

1,726,008

Creek & River Co. Ltd.

91,200

392,559

Daiwa Industries Ltd.

42,000

264,291

en-japan, Inc.

113,700

2,539,549

Enigmo, Inc. (a)(d)

48,400

3,444,988

Foster Electric Co. Ltd. (d)

705,400

13,801,537

Fuji Corp.

47,500

783,216

Fuji Media Holdings, Inc.

54,000

1,076,510

Fujibo Holdings, Inc.

464,000

945,493

G-Tekt Corp.

20,500

605,963

H.I.S. Co. Ltd.

92,600

4,994,351

Hajime Construction Co. Ltd. (d)

81,800

5,640,232

Heiwa Corp.

49,200

824,899

Higashi Nihon House Co. Ltd.

508,000

2,715,643

Hokkaido Electric Power Co., Inc. (a)

1,235,300

15,913,286

Common Stocks - continued

Shares

Value

Japan - continued

Hoshizaki Electric Co. Ltd.

155,300

$ 5,690,961

Iida Home Max Co., Ltd. (d)

107,000

2,454,917

Iino Kaiun Kaisha Ltd.

500,800

3,298,120

ISE Chemical Corp.

56,000

484,012

ITC Networks Corp.

28,700

246,885

Iwatsuka Confectionary Co. Ltd.

16,000

825,210

JAFCO Co. Ltd.

56,600

2,838,507

Juki Corp. (a)(d)

1,588,000

2,998,722

Justsystems Corp. (a)

69,100

665,856

K's Denki Corp.

141,100

4,143,098

Kakaku.com, Inc.

685,200

13,252,683

Kanto Natural Gas Development

72,000

507,631

KAWAI Musical Instruments Manufacturing Co. Ltd. (d)

523,000

986,578

Koshidaka Holdings Co. Ltd.

23,100

813,634

Kotobuki Spirits Co. Ltd.

15,300

200,081

Kyushu Electric Power Co., Inc. (a)

69,400

977,140

Leopalace21 Corp. (a)

1,331,600

9,244,644

Mazda Motor Corp. (a)

1,441,000

6,486,674

N Field Co. Ltd.

15,700

1,744,507

Nichias Corp.

501,000

3,389,511

Nihon Nohyaku Co. Ltd.

374,000

4,482,832

Nikkiso Co. Ltd.

549,000

6,791,930

Nippon Koei Co. Ltd.

70,000

329,304

Nippon Seiki Co. Ltd.

34,000

554,333

Nippon Shinyaku Co. Ltd.

345,000

5,946,976

Nippon Yusen KK

719,000

2,196,902

Nitta Corp.

157,400

3,315,251

Nomura Real Estate Holdings, Inc.

222,300

5,624,508

NTT Urban Development Co.

279,800

3,571,744

ORIX Corp.

679,400

11,767,947

Pal Co. Ltd.

68,700

1,919,793

Parco Co. Ltd.

41,700

428,718

Pigeon Corp.

373,100

19,249,422

Pressance Corp. (d)

23,100

739,680

Rakuten, Inc.

626,900

8,168,282

Rohto Pharmaceutical Co. Ltd.

130,000

1,886,600

Sakata INX Corp.

332,000

3,151,073

San-Ai Oil Co. Ltd.

97,000

418,926

Sawada Holdings Co. Ltd.

259,800

2,439,741

Sega Sammy Holdings, Inc.

248,000

6,357,615

Shinkawa Ltd.

52,000

336,857

Shinko Kogyo Co. Ltd.

268,900

2,215,210

Common Stocks - continued

Shares

Value

Japan - continued

Shinko Shoji Co. Ltd.

2,900

$ 24,819

Shinsei Bank Ltd.

133,000

311,394

Sosei Group Corp. (a)

113,900

4,904,553

Sourcenext Corp. (a)(d)

83,100

688,377

Stanley Electric Co. Ltd.

584,700

13,600,715

Sumitomo Heavy Industries Ltd.

1,196,000

5,293,423

Takeuchi Manufacturing Co. Ltd.

28,700

605,375

Tohoku Electric Power Co., Inc. (a)

134,200

1,624,383

Tokyo Tatemono Co. Ltd.

2,341,000

21,977,316

Tokyu Fudosan Holdings Corp. (a)

498,000

4,918,312

Topcon Corp.

541,300

8,162,127

Toshiba Plant Systems & Services Corp.

16,000

282,310

Toyo Engineering Corp.

218,000

928,891

Uchiyama Holdings Co. Ltd.

39,200

1,177,753

VT Holdings Co. Ltd.

54,100

728,136

Welcia Holdings Co. Ltd.

14,300

865,000

WirelessGate, Inc. (a)

24,200

741,079

Yamaha Motor Co. Ltd.

207,200

3,173,994

Yamaya Corp.

47,300

681,356

TOTAL JAPAN

303,181,602

Korea (South) - 0.4%

Daou Technology, Inc.

133,650

1,832,322

Koh Young Technology, Inc.

23,358

696,593

Korea Plant Service & Engineering Co. Ltd.

7,274

368,744

SBS Contents Hub Co. Ltd.

31,723

443,885

Soulbrain Co. Ltd.

11,656

582,097

WeMade Entertainment Co. Ltd. (a)

9,761

435,036

TOTAL KOREA (SOUTH)

4,358,677

Luxembourg - 2.6%

AZ Electronic Materials SA

1,117,200

5,150,041

Eurofins Scientific SA

58,899

16,149,965

Grand City Properties SA (a)

1,009,573

8,106,602

TOTAL LUXEMBOURG

29,406,608

Malaysia - 0.1%

JobStreet Corp. Bhd

2,446,200

1,666,190

Netherlands - 0.6%

Yandex NV (a)

175,600

6,472,616

Norway - 1.6%

Aker Solutions ASA (d)

511,200

7,067,261

Common Stocks - continued

Shares

Value

Norway - continued

Norwegian Air Shuttle A/S (a)(d)

46,500

$ 1,912,944

Schibsted ASA (B Shares) (d)

73,100

4,469,709

Sevan Drilling ASA (a)(d)

4,908,300

4,707,905

TOTAL NORWAY

18,157,819

Singapore - 2.3%

Amtek Engineering Ltd.

3,304,000

1,276,703

Cordlife Group Ltd.

1,021,000

982,205

CSE Global Ltd.

1,069,000

813,239

Goodpack Ltd.

1,541,000

2,375,636

Mapletree Industrial (REIT)

1,118,722

1,247,327

OSIM International Ltd.

1,092,000

1,854,870

Pertama Holdings Ltd. (e)

23,060,000

12,066,495

Petra Foods Ltd.

370,000

1,057,398

Sino Grandness Food Industry Group Ltd. (a)

3,087,000

1,776,852

Venture Corp. Ltd.

325,000

2,035,502

Yoma Strategic Holdings Ltd.

1,060,000

652,793

TOTAL SINGAPORE

26,139,020

South Africa - 0.5%

Blue Label Telecoms Ltd.

6,485,319

6,098,509

Sweden - 0.9%

Avanza Bank Holding AB

167,100

5,376,556

Rezidor Hotel Group AB (a)

942,170

5,365,093

TOTAL SWEDEN

10,741,649

Switzerland - 2.5%

Clariant AG (Reg.)

159,700

2,816,113

Julius Baer Group Ltd.

113,210

5,563,491

Meyer Burger Technology AG (a)(d)

286,600

3,363,961

Sika AG (Bearer)

1,610

5,076,553

Temenos Group AG

75,008

1,913,744

VZ Holding AG

53,370

9,587,601

TOTAL SWITZERLAND

28,321,463

Taiwan - 0.2%

Merida Industry Co. Ltd.

85,000

643,961

Taiwan Hon Chuan Enterprise Co. Ltd.

185,000

389,672

Tong Hsing Electronics Industries Ltd.

135,721

716,990

TOTAL TAIWAN

1,750,623

Thailand - 0.2%

Toyo-Thai Corp. PCL

2,200,600

2,722,027

Common Stocks - continued

Shares

Value

United Kingdom - 18.0%

Amerisur Resources PLC (a)(d)

5,712,324

$ 4,030,022

ASOS PLC (a)

152,776

13,889,291

Aveva Group PLC

179,175

7,429,299

Bond International Software PLC

843,266

1,270,967

Brammer PLC (d)

1,302,600

10,108,770

Brewin Dolphin Holding PLC

980,163

4,463,325

Cineworld Group PLC

187,861

1,116,760

Close Brothers Group PLC

347,270

7,043,681

Countrywide PLC

778,100

6,961,639

Craneware PLC

813,500

6,091,389

Devro PLC

103,098

522,867

Dicom Group PLC (a)

1,215,200

7,384,632

Foxtons Group PLC

1,383,300

7,069,822

Hunting PLC

352,500

5,041,571

IG Group Holdings PLC

1,188,002

11,686,208

Innovation Group PLC (a)(d)

9,382,600

4,776,489

International Personal Finance PLC

870,900

8,064,216

John Wood Group PLC

470,700

6,128,330

Johnson Matthey PLC

106,195

5,115,003

Keronite PLC (a)(g)

13,620,267

218

Lombard Medical Technologies PLC (a)

1,260,400

4,132,792

Moneysupermarket.com Group PLC

4,001,600

9,842,398

Mothercare PLC (a)(d)

578,200

3,550,739

Ocado Group PLC (a)

913,800

6,358,911

Perform Group PLC (a)

701,700

6,300,592

Petroceltic International PLC (a)

1,117,274

2,543,841

Pureprofile Media PLC (a)(g)

1,108,572

622,120

Regenersis PLC

1,231,800

5,075,925

Rockhopper Exploration PLC (a)(d)

1,084,100

2,516,111

Salamander Energy PLC (a)

632,400

1,087,504

Serco Group PLC

683,068

6,100,438

Silverdell PLC

12,644,400

1,550,963

Sinclair Pharma PLC (a)(d)

8,403,003

4,311,480

Sphere Medical Holding PLC (a)

817,054

373,368

Sthree PLC

1,060,309

6,111,858

Synergy Health PLC

353,353

5,875,292

Ted Baker PLC

343,975

9,414,609

TMO Renewables Ltd. (a)(g)

1,000,000

64,136

Travis Perkins PLC

189,500

5,639,350

Tungsten Corp. PLC

1,150,600

4,137,126

Wolfson Microelectronics PLC (a)

1,463,200

3,296,263

TOTAL UNITED KINGDOM

207,100,315

Common Stocks - continued

Shares

Value

United States of America - 0.1%

CTC Media, Inc.

4,300

$ 54,352

GI Dynamics, Inc. CDI (a)

1,286,187

972,512

Mudalla Technology, Inc. (Reg. S) (a)

996,527

16

YOU On Demand Holdings, Inc. (a)

114,474

203,764

YOU On Demand Holdings, Inc. warrants 8/30/17 (a)

27,500

0

TOTAL UNITED STATES OF AMERICA

1,230,644

TOTAL COMMON STOCKS

(Cost $829,518,560)


1,075,193,160

Nonconvertible Preferred Stocks - 0.7%

 

 

 

 

Brazil - 0.7%

Alpargatas Sa (PN)
(Cost $7,863,928)

1,125,920


7,790,269

Convertible Bonds - 0.2%

 

Principal Amount

 

Canada - 0.2%

Caracal Energy, Inc. 12% 9/30/17 (g)
(Cost $1,400,000)

$ 1,400,000


1,775,964

Money Market Funds - 8.3%

Shares

 

Fidelity Cash Central Fund, 0.09% (b)

72,010,764

72,010,764

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

23,742,135

23,742,135

TOTAL MONEY MARKET FUNDS

(Cost $95,752,899)


95,752,899

TOTAL INVESTMENT PORTFOLIO - 102.8%

(Cost $934,535,387)

1,180,512,292

NET OTHER ASSETS (LIABILITIES) - (2.8)%

(32,073,166)

NET ASSETS - 100%

$ 1,148,439,126

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 $4,160,064 or 0.4% of net assets.

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $2,462,486 or 0.2% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

AirSea Lines

8/4/06

$ 1,199,182

Caracal Energy, Inc. 12% 9/30/17

9/12/12

$ 1,400,000

Kalahari Energy

9/1/06

$ 1,813,750

Keronite PLC

8/16/06

$ 1,548,992

Pureprofile Media PLC

5/3/05 - 1/11/06

$ 1,173,341

Rock Well Petroleum, Inc.

4/13/06

$ 1,004,171

TMO Renewables Ltd.

10/27/05

$ 535,065

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

$ 46,779

Fidelity Securities Lending Cash Central Fund

663,324

Total

$ 710,103

Other Affiliated Issuers

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

Affiliate

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Pertama Holdings Ltd.

$ 9,679,226

$ -

$ -

$ 380,584

$ 12,066,495

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

$ 260,457,290

$ 175,431,185

$ 79,385,857

$ 5,640,248

Consumer Staples

35,660,497

13,839,428

21,821,069

-

Energy

55,836,047

54,909,468

926,557

22

Financials

202,565,947

125,742,740

74,368,290

2,454,917

Health Care

96,487,666

72,296,566

24,126,964

64,136

Industrials

185,406,536

143,921,432

39,788,645

1,696,459

Information Technology

162,730,680

134,837,106

27,243,903

649,671

Materials

56,242,264

47,559,887

8,117,917

564,460

Telecommunication Services

5,344,063

4,602,984

741,079

-

Utilities

22,252,439

2,011,622

20,240,817

-

Corporate Bonds

1,775,964

-

1,775,964

-

Money Market Funds

95,752,899

95,752,899

-

-

Total Investments in Securities:

$ 1,180,512,292

$ 870,905,317

$ 298,537,062

$ 11,069,913

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

$ 93,219,288

Level 2 to Level 1

$ 85,883

Valuation Inputs at Reporting Date:

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

Investments in Securities:

Beginning Balance

$ 17,107,640

Net Realized Gain (Loss) on Investment Securities

1,980,820

Net Unrealized Gain (Loss) on Investment Securities

(322,938)

Cost of Purchases

1,698,025

Proceeds of Sales

(7,832,736)

Amortization/Accretion

-

Transfers into Level 3

9,518,328

Transfers out of Level 3

(11,079,226)

Ending Balance

$ 11,069,913

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2013

$ 715,199

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

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $21,984,564) - See accompanying schedule:

Unaffiliated issuers (cost $832,370,202)

$ 1,072,692,898

 

Fidelity Central Funds (cost $95,752,899)

95,752,899

 

Other affiliated issuers (cost $6,412,286)

12,066,495

 

Total Investments (cost $934,535,387)

 

$ 1,180,512,292

Cash

 

4,686

Foreign currency held at value (cost $22,233)

22,233

Receivable for investments sold

1,202,840

Receivable for fund shares sold

2,252,442

Dividends receivable

1,689,783

Interest receivable

190,702

Distributions receivable from Fidelity Central Funds

43,612

Prepaid expenses

3,042

Other receivables

40,069

Total assets

1,185,961,701

 

 

 

Liabilities

Payable for investments purchased

$ 11,458,863

Payable for fund shares redeemed

1,058,399

Accrued management fee

834,071

Distribution and service plan fees payable

21,407

Other affiliated payables

245,715

Other payables and accrued expenses

161,985

Collateral on securities loaned, at value

23,742,135

Total liabilities

37,522,575

 

 

 

Net Assets

$ 1,148,439,126

Net Assets consist of:

 

Paid in capital

$ 940,719,067

Undistributed net investment income

4,006,124

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

(42,239,141)

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

245,953,076

Net Assets

$ 1,148,439,126

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($24,020,321 ÷ 912,078 shares)

$ 26.34

 

 

 

Maximum offering price per share (100/94.25 of $26.34)

$ 27.95

Class T:
Net Asset Value
and redemption price per share ($13,530,248 ÷ 516,960 shares)

$ 26.17

 

 

 

Maximum offering price per share (100/96.50 of $26.17)

$ 27.12

Class B:
Net Asset Value
and offering price per share ($794,911 ÷ 30,729 shares)A

$ 25.87

 

 

 

Class C:
Net Asset Value
and offering price per share ($13,426,348 ÷ 522,739 shares)A

$ 25.68

 

 

 

International Small Cap:
Net Asset Value
, offering price and redemption price per share ($1,029,629,175 ÷ 38,611,059 shares)

$ 26.67

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($67,038,123 ÷ 2,513,397 shares)

$ 26.67

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

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

Annual Report

Statement of Operations

 

Year ended October 31, 2013

 

 

 

Investment Income

 

 

Dividends (including $380,584 earned from other affiliated issuers)

 

$ 15,849,730

Interest

 

168,107

Income from Fidelity Central Funds

 

710,103

Income before foreign taxes withheld

 

16,727,940

Less foreign taxes withheld

 

(804,542)

Total income

 

15,923,398

 

 

 

Expenses

Management fee
Basic fee

$ 7,352,833

Performance adjustment

929,023

Transfer agent fees

2,205,642

Distribution and service plan fees

192,174

Accounting and security lending fees

417,104

Custodian fees and expenses

278,409

Independent trustees' compensation

4,726

Registration fees

90,493

Audit

152,551

Legal

2,053

Miscellaneous

6,690

Total expenses before reductions

11,631,698

Expense reductions

(142,371)

11,489,327

Net investment income (loss)

4,434,071

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

66,377,894

Foreign currency transactions

(228,900)

Futures contracts

(80,042)

Total net realized gain (loss)

 

66,068,952

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $185,408)

198,876,160

Assets and liabilities in foreign currencies

(867)

Total change in net unrealized appreciation (depreciation)

 

198,875,293

Net gain (loss)

264,944,245

Net increase (decrease) in net assets resulting from operations

$ 269,378,316

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 4,434,071

$ 4,511,101

Net realized gain (loss)

66,068,952

(4,142,955)

Change in net unrealized appreciation (depreciation)

198,875,293

42,574,576

Net increase (decrease) in net assets resulting
from operations

269,378,316

42,942,722

Distributions to shareholders from net investment income

(4,769,550)

(8,016,423)

Distributions to shareholders from net realized gain

(11,754,787)

(12,577,679)

Total distributions

(16,524,337)

(20,594,102)

Share transactions - net increase (decrease)

162,217,941

(204,187,386)

Redemption fees

119,206

102,611

Total increase (decrease) in net assets

415,191,126

(181,736,155)

 

 

 

Net Assets

Beginning of period

733,248,000

914,984,155

End of period (including undistributed net investment income of $4,006,124 and undistributed net investment income of $4,511,102, respectively)

$ 1,148,439,126

$ 733,248,000

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.74

$ 18.97

$ 20.42

$ 17.28

$ 11.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .06

  .06

  .10

  .03

  .06

Net realized and unrealized gain (loss)

  6.94

  1.09

  (.88)

  3.51

  5.31

Total from investment operations

  7.00

  1.15

  (.78)

  3.54

  5.37

Distributions from net investment income

  (.07)

  (.11)

  (.02)

  (.06)

  -

Distributions from net realized gain

  (.33)

  (.27)

  (.66)

  (.34)

  -

Total distributions

  (.40)

  (.38)

  (.68)

  (.40)

  -

Redemption fees added to paid in capital C

  - G

  - G

  .01

  - G

  - G

Net asset value, end of period

$ 26.34

$ 19.74

$ 18.97

$ 20.42

$ 17.28

Total Return A, B

  36.18%

  6.28%

  (4.00)%

  20.85%

  45.09%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.61%

  1.63%

  1.56%

  1.71%

  1.75%

Expenses net of fee waivers, if any

  1.61%

  1.63%

  1.55%

  1.65%

  1.65%

Expenses net of all reductions

  1.60%

  1.60%

  1.54%

  1.63%

  1.62%

Net investment income (loss)

  .25%

  .32%

  .49%

  .16%

  .41%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 24,020

$ 14,125

$ 17,185

$ 19,720

$ 17,590

Portfolio turnover rate E

  54%

  68%

  47%

  66%

  81%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.59

$ 18.80

$ 20.23

$ 17.14

$ 11.84

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  - G

  .01

  .05

  (.02)

  .02

Net realized and unrealized gain (loss)

  6.90

  1.08

  (.86)

  3.47

  5.28

Total from investment operations

  6.90

  1.09

  (.81)

  3.45

  5.30

Distributions from net investment income

  -

  (.03)

  -

  (.02)

  -

Distributions from net realized gain

  (.32)

  (.27)

  (.63)

  (.34)

  -

Total distributions

  (.32)

  (.30)

  (.63)

  (.36)

  -

Redemption fees added to paid in capital C

  - G

  - G

  .01

  - G

  - G

Net asset value, end of period

$ 26.17

$ 19.59

$ 18.80

$ 20.23

$ 17.14

Total Return A, B

  35.80%

  5.97%

  (4.18)%

  20.46%

  44.76%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.87%

  1.88%

  1.82%

  1.97%

  2.00%

Expenses net of fee waivers, if any

  1.87%

  1.88%

  1.81%

  1.90%

  1.90%

Expenses net of all reductions

  1.85%

  1.85%

  1.79%

  1.88%

  1.86%

Net investment income (loss)

  (.01)%

  .07%

  .24%

  (.09)%

  .16%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 13,530

$ 9,262

$ 13,744

$ 16,092

$ 15,760

Portfolio turnover rate E

  54%

  68%

  47%

  66%

  81%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.22

$ 18.38

$ 19.79

$ 16.78

$ 11.65

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.11)

  (.08)

  (.05)

  (.10)

  (.04)

Net realized and unrealized gain (loss)

  6.84

  1.07

  (.85)

  3.39

  5.17

Total from investment operations

  6.73

  .99

  (.90)

  3.29

  5.13

Distributions from net realized gain

  (.08)

  (.15)

  (.52)

  (.28)

  -

Redemption fees added to paid in capital C

  - G

  - G

  .01

  - G

  - G

Net asset value, end of period

$ 25.87

$ 19.22

$ 18.38

$ 19.79

$ 16.78

Total Return A, B

  35.14%

  5.45%

  (4.68)%

  19.90%

  44.03%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.37%

  2.38%

  2.32%

  2.47%

  2.49%

Expenses net of fee waivers, if any

  2.36%

  2.38%

  2.30%

  2.40%

  2.40%

Expenses net of all reductions

  2.35%

  2.35%

  2.29%

  2.38%

  2.36%

Net investment income (loss)

  (.51)%

  (.43)%

  (.26)%

  (.59)%

  (.33)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 795

$ 790

$ 2,067

$ 3,457

$ 3,601

Portfolio turnover rate E

  54%

  68%

  47%

  66%

  81%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.18

$ 18.38

$ 19.85

$ 16.85

$ 11.70

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.11)

  (.08)

  (.04)

  (.10)

  (.04)

Net realized and unrealized gain (loss)

  6.79

  1.07

  (.85)

  3.40

  5.19

Total from investment operations

  6.68

  .99

  (.89)

  3.30

  5.15

Distributions from net realized gain

  (.18)

  (.19)

  (.59)

  (.30)

  -

Redemption fees added to paid in capital C

  - G

  - G

  .01

  - G

  - G

Net asset value, end of period

$ 25.68

$ 19.18

$ 18.38

$ 19.85

$ 16.85

Total Return A, B

  35.15%

  5.46%

  (4.64)%

  19.86%

  44.02%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.33%

  2.38%

  2.27%

  2.42%

  2.49%

Expenses net of fee waivers, if any

  2.33%

  2.38%

  2.26%

  2.40%

  2.40%

Expenses net of all reductions

  2.32%

  2.35%

  2.24%

  2.37%

  2.36%

Net investment income (loss)

  (.47)%

  (.43)%

  (.21)%

  (.59)%

  (.33)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 13,426

$ 6,799

$ 9,545

$ 13,501

$ 5,814

Portfolio turnover rate E

  54%

  68%

  47%

  66%

  81%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - International Small Cap

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.99

$ 19.23

$ 20.66

$ 17.48

$ 12.03

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .12

  .11

  .17

  .07

  .08

Net realized and unrealized gain (loss)

  7.02

  1.10

  (.89)

  3.53

  5.37

Total from investment operations

  7.14

  1.21

  (.72)

  3.60

  5.45

Distributions from net investment income

  (.14)

  (.18)

  (.06)

  (.08)

  -

Distributions from net realized gain

  (.33)

  (.27)

  (.66)

  (.34)

  -

Total distributions

  (.46) G

  (.45)

  (.72)

  (.42)

  -

Redemption fees added to paid in capital B

  - F

  - F

  .01

  - F

  - F

Net asset value, end of period

$ 26.67

$ 19.99

$ 19.23

$ 20.66

$ 17.48

Total Return A

  36.56%

  6.55%

  (3.65)%

  21.02%

  45.30%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.33%

  1.35%

  1.26%

  1.44%

  1.48%

Expenses net of fee waivers, if any

  1.32%

  1.35%

  1.25%

  1.44%

  1.48%

Expenses net of all reductions

  1.31%

  1.33%

  1.23%

  1.42%

  1.44%

Net investment income (loss)

  .53%

  .59%

  .80%

  .37%

  .58%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,029,629

$ 692,769

$ 856,692

$ 808,478

$ 669,035

Portfolio turnover rate D

  54%

  68%

  47%

  66%

  81%

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 $.46 per share is comprised of distributions from net investment income of $.136 and distributions from net realized gain of $.327 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.00

$ 19.24

$ 20.66

$ 17.47

$ 12.01

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .16

  .13

  .18

  .09

  .09

Net realized and unrealized gain (loss)

  7.00

  1.10

  (.89)

  3.53

  5.37

Total from investment operations

  7.16

  1.23

  (.71)

  3.62

  5.46

Distributions from net investment income

  (.16)

  (.20)

  (.06)

  (.09)

  -

Distributions from net realized gain

  (.33)

  (.27)

  (.66)

  (.34)

  -

Total distributions

  (.49)

  (.47)

  (.72)

  (.43)

  -

Redemption fees added to paid in capital B

  - F

  - F

  .01

  - F

  - F

Net asset value, end of period

$ 26.67

$ 20.00

$ 19.24

$ 20.66

$ 17.47

Total Return A

  36.68%

  6.65%

  (3.62)%

  21.15%

  45.46%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.20%

  1.25%

  1.22%

  1.34%

  1.45%

Expenses net of fee waivers, if any

  1.20%

  1.25%

  1.21%

  1.34%

  1.40%

Expenses net of all reductions

  1.18%

  1.22%

  1.19%

  1.31%

  1.37%

Net investment income (loss)

  .66%

  .70%

  .84%

  .47%

  .66%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 67,038

$ 9,503

$ 15,752

$ 8,231

$ 2,696

Portfolio turnover rate D

  54%

  68%

  47%

  66%

  81%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Amount represents less than $.01 per share.

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

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity International Small Cap Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, International Small Cap and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. 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. 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

Annual Report

3. Significant Accounting Policies - continued

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2013, including information on transfers between Levels 1 and 2, as well as a roll forward of Level 3 investments, 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. Dividend income is recorded on the ex-dividend date, except for certain dividends

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation

$ 278,457,935

Gross unrealized depreciation

(70,365,537)

Net unrealized appreciation (depreciation) on securities and other investments

$ 208,092,398

 

 

Tax Cost

$ 972,419,894

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

Undistributed ordinary income

$ 30,190,846

Capital loss carryforward

$ (30,539,357)

Net unrealized appreciation (depreciation)

$ 208,068,569

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

$ (30,539,357)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 16,524,337

$ 20,594,102

Annual Report

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 2.00% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

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

New Accounting Pronouncement. 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.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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.

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.

During the period the Fund recognized net realized gain (loss) of $(80,042) related to its investment in futures contracts. This amount is included in the Statement of Operations.

Annual Report

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $556,944,991 and $443,858,751, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .60% of the Fund's average net assets and an annualized group fee rate that averaged .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 International Small Cap 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 .96% 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%

$ 42,679

$ 1,371

Class T

.25%

.25%

51,556

91

Class B

.75%

.25%

7,500

5,677

Class C

.75%

.25%

90,439

12,749

 

 

 

$ 192,174

$ 19,888

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

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

$ 13,853

Class T

2,743

Class B*

143

Class C*

1,699

 

$ 18,438

* 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

$ 50,833

.30

Class T

31,476

.30

Class B

2,235

.30

Class C

24,673

.27

International Small Cap

2,068,757

.26

Institutional Class

27,668

.13

 

$ 2,205,642

 

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. 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 $510 for the period.

Other. During the period, FMR reimbursed the Fund for certain losses in the amount of $80,334.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,779 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. The value of securities loaned to FCM at period end was $73,568. 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 $663,324, including $3,759 from securities loaned to FCM.

Annual Report

Notes to Financial Statements - continued

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 $113,128 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $29,243.

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

$ 53,369

$ 98,060

Class T

-

18,440

International Small Cap

4,638,246

7,747,338

Institutional Class

77,935

152,585

Total

$ 4,769,550

$ 8,016,423

From net realized gain

 

 

Class A

$ 235,834

$ 246,964

Class T

146,972

172,958

Class B

3,106

15,448

Class C

61,233

91,928

International Small Cap

11,152,248

11,838,630

Institutional Class

155,394

211,751

Total

$ 11,754,787

$ 12,577,679

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

398,633

190,464

$ 9,321,444

$ 3,581,689

Reinvestment of distributions

13,843

18,159

269,801

323,949

Shares redeemed

(215,812)

(398,912)

(4,750,681)

(7,484,565)

Net increase (decrease)

196,664

(190,289)

$ 4,840,564

$ (3,578,927)

Class T

 

 

 

 

Shares sold

141,247

67,193

$ 3,379,516

$ 1,245,760

Reinvestment of distributions

7,380

10,478

143,239

185,991

Shares redeemed

(104,387)

(336,074)

(2,281,922)

(6,220,818)

Net increase (decrease)

44,240

(258,403)

$ 1,240,833

$ (4,789,067)

Annual Report

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Class B

 

 

 

 

Shares sold

4,525

1,171

$ 108,233

$ 21,568

Reinvestment of distributions

157

825

3,023

14,430

Shares redeemed

(15,050)

(73,396)

(330,538)

(1,354,968)

Net increase (decrease)

(10,368)

(71,400)

$ (219,282)

$ (1,318,970)

Class C

 

 

 

 

Shares sold

275,046

95,047

$ 6,270,694

$ 1,772,779

Reinvestment of distributions

2,855

4,830

54,609

84,289

Shares redeemed

(109,571)

(264,717)

(2,419,306)

(4,745,500)

Net increase (decrease)

168,330

(164,840)

$ 3,905,997

$ (2,888,432)

International Small Cap

 

 

 

 

Shares sold

11,248,438

4,700,621

$ 266,912,412

$ 88,441,440

Reinvestment of distributions

770,505

1,033,828

15,163,539

18,629,579

Shares redeemed

(8,061,607)

(15,631,544)

(180,218,306)

(292,428,231)

Net increase (decrease)

3,957,336

(9,897,095)

$ 101,857,645

$ (185,357,212)

Institutional Class

 

 

 

 

Shares sold

2,333,500

199,584

$ 57,218,863

$ 3,790,776

Reinvestment of distributions

8,409

15,793

165,323

284,438

Shares redeemed

(303,629)

(559,093)

(6,792,002)

(10,329,992)

Net increase (decrease)

2,038,280

(343,716)

$ 50,592,184

$ (6,254,778)

12. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 13% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Fidelity International Small Cap Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 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 Small Cap 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.

Annual Report

Trustees and Officers - continued

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 1-800-544-8544.

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

 

Pay Date

Record Date

Dividends

Capital Gains

International Small Cap

12/09/13

12/06/13

$0.092

$0.597

International Small Cap Fund designates 53% of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

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

 

Pay Date

Income

Taxes

International Small Cap

12/10/12

$0.2470

$0.0142

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 International Small Cap Fund

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

The Board meets regularly and, at each of its meetings, 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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Small Cap Fund

isc1171203

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 is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing 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 19% means that 81% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to 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 International Small Cap Fund

isc1171205

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the fund's management fee 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 C, Institutional Class, and the retail class ranked below its competitive median for 2012, the total expense ratio of Class B ranked equal to its competitive median for 2012, and the total expense ratio of Class T 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.

Annual Report

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and 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.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

Annual Report

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

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (UK)
Limited

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Bank of New York Mellon
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-8888

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

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

Fidelity Automated Service
Telephone (FAST®) isc1171207
1-800-544-5555

isc1171207
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

ISC-UANN-1213
1.793584.110

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

International Small Cap

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®
International Small Cap Fund


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 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.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Past 10
years

  Class A (incl. 5.75% sales charge)

28.35%

18.08%

10.59%

  Class T (incl. 3.50% sales charge)

31.04%

18.33%

10.56%

  Class B (incl. contingent deferred sales charge) A

30.14%

18.39%

10.63%

  Class C (incl. contingent deferred sales charge) B

34.15%

18.60%

10.42%

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

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

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Small Cap 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® EAFE® Small Cap Index performed over the same period.

ais1383653

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 Colin Stone, Dale Nicholls and Nicholas Price, Co-Portfolio Managers of Fidelity Advisor® International Small Cap Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned 36.18%, 35.80%, 35.14% and 35.15%, respectively (excluding sales charges), surpassing the 32.33% gain of the MSCI® EAFE® Small Cap Index. The Japanese and Asia-Pacific ex Japan subportfolios outperformed their respective benchmarks by substantial margins, but the emerging Europe/Middle East/Africa (EMEA) sleeve trailed its benchmark, weighed down by security selection in materials and energy. Versus the index, a non-index stake in Dublin-based mineral sands miner Kenmare Resources detracted from the EMEA subportfolio's results, while one key contributor was U.K. online-only food retailer Ocado Group. In the Asia-Pacific ex Japan subportfolio, one positive was Sino Gas & Energy Holdings, an Australian exploration and production firm developing gas assets in China. On the negative side, relative performance suffered from not owning high-flying casino stock and Hong Kong benchmark component Melco International Development. In the Japanese subportfolio, our results were lifted by Pigeon, Japan's leading manufacturer of baby-care products. A non-index position in video game developer Nintendo worked against us, and I sold it in the first quarter of 2013.

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

Annual Report


Shareholder Expense Example

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

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

Annual Report

 

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

1.63%

 

 

 

Actual

 

$ 1,000.00

$ 1,129.50

$ 8.75

HypotheticalA

 

$ 1,000.00

$ 1,016.99

$ 8.29

Class T

1.88%

 

 

 

Actual

 

$ 1,000.00

$ 1,128.00

$ 10.08

HypotheticalA

 

$ 1,000.00

$ 1,015.73

$ 9.55

Class B

2.37%

 

 

 

Actual

 

$ 1,000.00

$ 1,125.30

$ 12.70

HypotheticalA

 

$ 1,000.00

$ 1,013.26

$ 12.03

Class C

2.34%

 

 

 

Actual

 

$ 1,000.00

$ 1,125.30

$ 12.54

HypotheticalA

 

$ 1,000.00

$ 1,013.41

$ 11.88

International Small Cap

1.33%

 

 

 

Actual

 

$ 1,000.00

$ 1,131.00

$ 7.14

HypotheticalA

 

$ 1,000.00

$ 1,018.50

$ 6.77

Institutional Class

1.21%

 

 

 

Actual

 

$ 1,000.00

$ 1,131.50

$ 6.50

HypotheticalA

 

$ 1,000.00

$ 1,019.11

$ 6.16

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


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

ais1383655

Japan 26.4%

 

ais1383657

United Kingdom 18.0%

 

ais1383659

Germany 9.7%

 

ais1383661

United States of America* 5.6%

 

ais1383663

France 3.9%

 

ais1383665

Cayman Islands 3.4%

 

ais1383667

Australia 3.4%

 

ais1383669

Ireland 2.7%

 

ais1383671

Bermuda 2.6%

 

ais1383673

Other 24.3%

 

ais1383675

* 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

ais1383655

Japan 29.9%

 

ais1383657

United Kingdom 18.9%

 

ais1383659

Germany 7.6%

 

ais1383661

Australia 4.7%

 

ais1383663

United States of America* 4.1%

 

ais1383665

Cayman Islands 3.4%

 

ais1383667

France 3.3%

 

ais1383669

Luxembourg 2.7%

 

ais1383671

Singapore 2.6%

 

ais1383686

Other 22.8%

 

ais1383688

* 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

94.3

95.8

Bonds

0.2

0.2

Short-Term Investments and Net Other Assets (Liabilities)

5.5

4.0

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Tokyo Tatemono Co. Ltd. (Japan, Real Estate Management & Development)

1.9

1.5

Pigeon Corp. (Japan, Household Products)

1.7

2.0

Eurofins Scientific SA (Luxembourg, Life Sciences Tools & Services)

1.4

1.4

Hokkaido Electric Power Co., Inc. (Japan, Electric Utilities)

1.4

0.0

Aareal Bank AG (Germany, Thrifts & Mortgage Finance)

1.3

0.0

Playtech Ltd. (Isle of Man, Software)

1.2

1.3

Wirecard AG (Germany, IT Services)

1.2

0.9

ASOS PLC (United Kingdom, Internet & Catalog Retail)

1.2

1.1

Foster Electric Co. Ltd. (Japan, Household Durables)

1.2

0.0

Stanley Electric Co. Ltd. (Japan, Auto Components)

1.2

0.7

 

13.7

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

22.5

23.0

Financials

17.7

17.8

Industrials

16.1

14.8

Information Technology

14.4

16.1

Health Care

8.7

8.6

Energy

4.8

5.2

Materials

4.7

5.4

Consumer Staples

3.2

3.8

Utilities

1.9

0.3

Telecommunication Services

0.5

1.0

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 93.6%

Shares

Value

Australia - 3.4%

Acrux Ltd.

381,062

$ 965,231

Alkane Resources Ltd. (a)

911,891

336,131

Austal Ltd. (a)

3,050,012

2,176,453

Base Resources Ltd. (a)

750,579

294,405

Beach Energy Ltd.

1,213,515

1,640,144

Berkeley Resources Ltd. (a)

1,198,037

294,404

Boart Longyear Ltd. (d)

1,678,919

682,337

Clinuvel Pharmaceuticals Ltd. (a)(d)

325,070

476,222

Dart Energy Ltd. (a)(d)

10,057,900

1,330,871

Donaco International Ltd. (d)

2,061,089

1,383,107

Goodman Group unit

202,411

968,022

Greencross Ltd.

154,770

958,140

iiNet Ltd.

133,255

818,649

Iluka Resources Ltd.

80,327

781,987

Independence Group NL

244,610

915,525

iProperty Group Ltd. (a)

601,773

1,035,154

Karoon Gas Australia Ltd. (a)

452,184

1,893,301

Maverick Drilling & Exploration Ltd. (a)(d)

971,087

468,090

Nanosonics Ltd. (a)

1,384,184

1,138,188

Navitas Ltd.

273,638

1,500,048

Neon Energy Ltd. (a)

1,049,972

287,791

NewSat Ltd. (a)

2,252,414

1,021,857

Normandy Mt. Leyshon Ltd. (a)

1,907,227

225,327

Prairie Downs Metals Ltd. (a)

881,954

291,753

Prana Biotechnology Ltd. (a)(d)

2,224,059

1,064,716

QRxPharma Ltd. (a)(d)

249,195

163,691

Ramsay Health Care Ltd.

10,050

368,552

SEEK Ltd.

161,332

1,980,753

Sierra Mining Ltd. (a)

2,406,178

648,147

Silver Lake Resources Ltd. (a)

840,689

611,824

Sino Gas & Energy Ltd. (a)

22,392,147

4,973,525

Sirtex Medical Ltd.

98,794

1,161,587

SomnoMed Ltd. (a)

584,445

684,961

Spark Infrastructure Group unit

1,255,671

2,011,622

Starpharma Holdings Ltd. (a)

869,513

735,529

Tiger Resources Ltd. (a)

1,511,941

564,459

Tissue Therapies Ltd. (a)

2,581,301

609,929

Troy Resources NL (d)

289,032

366,059

Vision Group Holdings Ltd. (a)

1,221,604

837,084

TOTAL AUSTRALIA

38,665,575

Common Stocks - continued

Shares

Value

Austria - 0.3%

Ams AG

30,950

$ 3,380,333

Bailiwick of Jersey - 1.9%

Informa PLC

1,067,014

9,572,207

LXB Retail Properties PLC (a)

1,426,200

2,766,991

Regus PLC

2,817,600

9,265,884

TOTAL BAILIWICK OF JERSEY

21,605,082

Belgium - 0.1%

EVS Broadcast Equipment SA

24,123

1,581,970

Bermuda - 2.6%

APT Satellite Holdings Ltd.

1,573,000

1,710,356

Asia Satellite Telecommunications Holdings Ltd.

271,000

1,052,122

Biosensors International Group Ltd.

1,016,000

768,830

China Animal Healthcare Ltd. (a)

2,129,000

681,016

China Singyes Solar Tech Holdings Ltd.

981,600

1,064,782

Digital China Holdings Ltd. (H Shares)

423,000

555,416

Dukang Distillers Holdings Ltd. (a)

2,072,000

725,584

I.T Ltd.

1,552,000

472,426

Imagi International Holdings Ltd. (a)

27,752,000

332,895

Luk Fook Holdings International Ltd.

612,000

2,186,560

Oakley Capital Investments Ltd. (a)

1,560,300

4,396,887

Oriental Watch Holdings Ltd.

1,540,000

492,609

PAX Global Technology Ltd. (a)

1,769,000

748,397

Petra Diamonds Ltd. (a)

2,255,500

4,050,445

REXLot Holdings Ltd.

10,075,000

883,658

STELUX Holdings International

2,958,000

1,007,239

Vostok Nafta Investment Ltd. SDR

818,000

6,658,822

Vtech Holdings Ltd.

154,900

2,223,703

TOTAL BERMUDA

30,011,747

British Virgin Islands - 0.4%

Kalahari Energy (a)(g)

1,451,000

15

Mail.Ru Group Ltd.:

GDR (f)

112,800

4,160,064

GDR (Reg. S)

12,700

468,376

TOTAL BRITISH VIRGIN ISLANDS

4,628,455

Canada - 0.6%

Africa Oil Corp. (a)

81,500

723,819

Africa Oil Corp. (Sweden) (a)

457,500

4,059,575

AirSea Lines (a)(g)

1,893,338

26

Asanko Gold, Inc. (a)

26,400

62,034

Common Stocks - continued

Shares

Value

Canada - continued

Mood Media Corp. (a)

136,700

$ 86,531

Mood Media Corp. (United Kingdom) (a)

1,139,822

767,588

Mountain Province Diamonds, Inc. (a)

254,200

1,292,150

Rock Well Petroleum, Inc. (a)(g)

770,400

7

TOTAL CANADA

6,991,730

Cayman Islands - 3.4%

21Vianet Group, Inc. ADR (a)

42,300

761,400

51job, Inc. sponsored ADR (a)

19,200

1,470,720

AirMedia Group, Inc. ADR (a)

352,100

595,049

Airtac International Group

90,950

658,140

AMVIG Holdings Ltd.

764,000

358,695

AutoNavi Holdings Ltd. ADR (a)(d)

34,300

530,278

Bitauto Holdings Ltd. ADR (a)

120,000

2,941,200

Bonjour Holdings Ltd.

4,332,000

938,702

Changshouhua Food Co. Ltd.

872,000

921,151

China Automation Group Ltd.

1,872,000

393,572

China High Precision Automation Group Ltd.

712,000

27,551

China Lilang Ltd.

724,000

467,850

China Lodging Group Ltd. ADR (a)

26,500

582,470

China Medical System Holdings Ltd.

1,204,000

1,082,404

China Metal International Holdings, Inc.

2,522,000

709,140

China Metal Recycling (Holdings) Ltd. (a)

436,800

1

China Outfitters Holdings Ltd. (d)

1,888,000

311,704

CNinsure, Inc. ADR (a)

78,600

381,210

Convenience Retail Asia Ltd.

700,000

487,553

EVA Precision Industrial Holdings Ltd.

5,134,000

735,037

Greatview Aseptic Pack Co. Ltd.

1,196,000

752,803

Haitian International Holdings Ltd.

338,000

814,374

Hop Hing Group Holdings Ltd.

7,392,000

314,634

Hutchison China Meditech Ltd. (a)

77,117

780,228

Integrated Waste Solutions Group Health Ltd. (a)

2,055,000

145,252

Kingdee International Software Group Co. Ltd. (a)

1,564,400

504,450

KongZhong Corp. sponsored ADR (a)

56,200

463,650

Lee's Pharmaceutical Holdings Ltd.

1,155,000

1,071,127

Marwyn Value Investors II Ltd. (a)

2,130,100

6,497,803

Ming Fai International Holdings Ltd.

9,133,000

1,001,296

Perfect World Co. Ltd. sponsored ADR Class B

31,700

555,701

Royale Furniture Holdings Ltd.

10,111,437

528,200

Shenguan Holdings Group Ltd.

3,154,000

1,407,564

SINA Corp. (a)

6,100

509,716

SITC International Holdings Co. Ltd.

3,686,000

1,559,407

Common Stocks - continued

Shares

Value

Cayman Islands - continued

Sitoy Group Holdings Ltd.

727,000

$ 398,523

SouFun Holdings Ltd. ADR

51,000

2,714,730

Vipshop Holdings Ltd. ADR (a)(d)

12,600

868,518

VST Holdings Ltd.

2,767,600

546,166

WuXi PharmaTech Cayman, Inc. sponsored ADR (a)

42,300

1,237,275

Xinyi Glass Holdings Ltd.

1,670,000

1,654,276

Yip's Chemical Holdings Ltd.

592,000

497,851

TOTAL CAYMAN ISLANDS

39,177,371

China - 0.1%

Xinjiang Goldwind Science & Technology Co. Ltd. (H Shares)

938,000

958,205

Denmark - 0.1%

ALK-Abello A/S

6,657

632,586

Finland - 1.1%

Amer Group PLC (A Shares)

274,500

5,642,714

Rakentajain Konevuokraamo Oyj (B Shares)

343,656

6,873,002

TOTAL FINLAND

12,515,716

France - 3.9%

ALTEN

165,500

7,498,493

Audika SA (a)

113,900

1,531,013

Ipsos SA

128,172

5,406,103

Sartorius Stedim Biotech

53,000

7,969,653

Sopra Group SA

61,000

5,335,442

SR Teleperformance SA

178,251

9,453,313

The Lisi Group

52,800

8,151,062

TOTAL FRANCE

45,345,079

Germany - 9.7%

Aareal Bank AG (a)

394,704

15,179,633

AURELIUS AG

136,500

4,659,268

Brenntag AG

40,600

6,879,556

CANCOM AG

49,600

1,904,500

CENTROTEC Sustainable AG

289,265

7,201,063

CompuGROUP Holding AG

199,511

5,199,658

CTS Eventim AG

199,177

9,722,051

Deutz AG (a)

903,600

8,600,309

GFK AG

195,601

11,433,101

Ichor Coal NV (a)

355,000

1,928,005

Lanxess AG

88,385

6,221,045

MTU Aero Engines Holdings AG

60,089

6,003,902

Rational AG

15,920

4,885,076

Common Stocks - continued

Shares

Value

Germany - continued

United Internet AG

200,152

$ 7,908,111

Wirecard AG

387,100

14,114,586

TOTAL GERMANY

111,839,864

Hong Kong - 0.8%

Dah Sing Banking Group Ltd.

598,800

1,129,170

Guotai Junan International Holdings Ltd.

1,331,000

569,963

Magnificent Estates Ltd.

25,682,000

1,242,197

Singamas Container Holdings Ltd.

5,744,000

1,340,983

Sinosoft Tech Group Ltd.

1,164,000

279,252

Techtronic Industries Co. Ltd.

1,012,500

2,546,595

Wing Hang Bank Ltd.

153,000

2,176,693

TOTAL HONG KONG

9,284,853

India - 0.8%

Ahluwalia Contracts (India) Ltd. (a)

230,314

96,986

Britannia Industries Ltd.

46,936

715,609

MT Educare Ltd.

211,299

345,456

Page Industries Ltd.

90,084

6,535,563

Shriram City Union Finance Ltd.

32,081

526,501

Thangamayil Jewellery Ltd.

173,245

478,768

WABCO India Ltd.

14,137

388,238

TOTAL INDIA

9,087,121

Indonesia - 0.5%

PT Clipan Finance Indonesia Tbk

13,895,400

517,723

PT Clipan Finance Indonesia Tbk warrants 10/7/14 (a)

2,275,700

6,460

PT Global Mediacom Tbk

1,729,000

292,958

PT Mayora Indah Tbk

410,667

1,067,419

PT Media Nusantara Citra Tbk

5,091,500

1,129,180

PT Mitra Adiperkasa Tbk

801,000

383,711

PT MNC Sky Vision Tbk (a)

2,487,000

512,951

PT Nippon Indosari Corpindo Tbk

881,500

484,832

PT Pembangunan Perumahan Persero Tbk

4,982,500

579,023

PT Tiga Pilar Sejahtera Food Tbk

8,562,500

1,002,656

TOTAL INDONESIA

5,976,913

Ireland - 2.7%

Glanbia PLC

168,000

2,354,013

Kenmare Resources PLC (a)

11,445,200

3,734,476

Paddy Power PLC (Ireland)

157,509

12,831,471

Common Stocks - continued

Shares

Value

Ireland - continued

Smurfit Kappa Group PLC

287,600

$ 6,989,751

United Drug PLC (United Kingdom)

992,400

4,964,588

TOTAL IRELAND

30,874,299

Isle of Man - 2.4%

Exillon Energy PLC (a)

1,097,300

4,187,398

IBS Group Holding Ltd. GDR (Reg. S)

336,400

9,086,984

Playtech Ltd.

1,209,747

14,285,952

TOTAL ISLE OF MAN

27,560,334

Israel - 0.1%

Sarin Technologies Ltd.

957,750

1,464,921

Italy - 2.3%

Brunello Cucinelli SpA

123,985

3,871,835

Prysmian SpA

263,900

6,449,584

Salvatore Ferragamo Italia SpA

244,915

8,393,142

YOOX SpA (a)

209,800

7,548,683

TOTAL ITALY

26,263,244

Japan - 26.4%

Accordia Golf Co. Ltd.

504,500

5,536,995

ACOM Co. Ltd. (a)

586,600

2,296,933

AEON Financial Service Co. Ltd. (d)

243,800

7,487,160

AEON Mall Co. Ltd.

66,550

1,890,084

Amada Co. Ltd.

610,000

5,247,570

CAC Corp.

47,400

421,311

Career Design Center Co. Ltd.

676

800,696

Chugoku Electric Power Co., Inc.

112,600

1,726,008

Creek & River Co. Ltd.

91,200

392,559

Daiwa Industries Ltd.

42,000

264,291

en-japan, Inc.

113,700

2,539,549

Enigmo, Inc. (a)(d)

48,400

3,444,988

Foster Electric Co. Ltd. (d)

705,400

13,801,537

Fuji Corp.

47,500

783,216

Fuji Media Holdings, Inc.

54,000

1,076,510

Fujibo Holdings, Inc.

464,000

945,493

G-Tekt Corp.

20,500

605,963

H.I.S. Co. Ltd.

92,600

4,994,351

Hajime Construction Co. Ltd. (d)

81,800

5,640,232

Heiwa Corp.

49,200

824,899

Higashi Nihon House Co. Ltd.

508,000

2,715,643

Hokkaido Electric Power Co., Inc. (a)

1,235,300

15,913,286

Common Stocks - continued

Shares

Value

Japan - continued

Hoshizaki Electric Co. Ltd.

155,300

$ 5,690,961

Iida Home Max Co., Ltd. (d)

107,000

2,454,917

Iino Kaiun Kaisha Ltd.

500,800

3,298,120

ISE Chemical Corp.

56,000

484,012

ITC Networks Corp.

28,700

246,885

Iwatsuka Confectionary Co. Ltd.

16,000

825,210

JAFCO Co. Ltd.

56,600

2,838,507

Juki Corp. (a)(d)

1,588,000

2,998,722

Justsystems Corp. (a)

69,100

665,856

K's Denki Corp.

141,100

4,143,098

Kakaku.com, Inc.

685,200

13,252,683

Kanto Natural Gas Development

72,000

507,631

KAWAI Musical Instruments Manufacturing Co. Ltd. (d)

523,000

986,578

Koshidaka Holdings Co. Ltd.

23,100

813,634

Kotobuki Spirits Co. Ltd.

15,300

200,081

Kyushu Electric Power Co., Inc. (a)

69,400

977,140

Leopalace21 Corp. (a)

1,331,600

9,244,644

Mazda Motor Corp. (a)

1,441,000

6,486,674

N Field Co. Ltd.

15,700

1,744,507

Nichias Corp.

501,000

3,389,511

Nihon Nohyaku Co. Ltd.

374,000

4,482,832

Nikkiso Co. Ltd.

549,000

6,791,930

Nippon Koei Co. Ltd.

70,000

329,304

Nippon Seiki Co. Ltd.

34,000

554,333

Nippon Shinyaku Co. Ltd.

345,000

5,946,976

Nippon Yusen KK

719,000

2,196,902

Nitta Corp.

157,400

3,315,251

Nomura Real Estate Holdings, Inc.

222,300

5,624,508

NTT Urban Development Co.

279,800

3,571,744

ORIX Corp.

679,400

11,767,947

Pal Co. Ltd.

68,700

1,919,793

Parco Co. Ltd.

41,700

428,718

Pigeon Corp.

373,100

19,249,422

Pressance Corp. (d)

23,100

739,680

Rakuten, Inc.

626,900

8,168,282

Rohto Pharmaceutical Co. Ltd.

130,000

1,886,600

Sakata INX Corp.

332,000

3,151,073

San-Ai Oil Co. Ltd.

97,000

418,926

Sawada Holdings Co. Ltd.

259,800

2,439,741

Sega Sammy Holdings, Inc.

248,000

6,357,615

Shinkawa Ltd.

52,000

336,857

Shinko Kogyo Co. Ltd.

268,900

2,215,210

Common Stocks - continued

Shares

Value

Japan - continued

Shinko Shoji Co. Ltd.

2,900

$ 24,819

Shinsei Bank Ltd.

133,000

311,394

Sosei Group Corp. (a)

113,900

4,904,553

Sourcenext Corp. (a)(d)

83,100

688,377

Stanley Electric Co. Ltd.

584,700

13,600,715

Sumitomo Heavy Industries Ltd.

1,196,000

5,293,423

Takeuchi Manufacturing Co. Ltd.

28,700

605,375

Tohoku Electric Power Co., Inc. (a)

134,200

1,624,383

Tokyo Tatemono Co. Ltd.

2,341,000

21,977,316

Tokyu Fudosan Holdings Corp. (a)

498,000

4,918,312

Topcon Corp.

541,300

8,162,127

Toshiba Plant Systems & Services Corp.

16,000

282,310

Toyo Engineering Corp.

218,000

928,891

Uchiyama Holdings Co. Ltd.

39,200

1,177,753

VT Holdings Co. Ltd.

54,100

728,136

Welcia Holdings Co. Ltd.

14,300

865,000

WirelessGate, Inc. (a)

24,200

741,079

Yamaha Motor Co. Ltd.

207,200

3,173,994

Yamaya Corp.

47,300

681,356

TOTAL JAPAN

303,181,602

Korea (South) - 0.4%

Daou Technology, Inc.

133,650

1,832,322

Koh Young Technology, Inc.

23,358

696,593

Korea Plant Service & Engineering Co. Ltd.

7,274

368,744

SBS Contents Hub Co. Ltd.

31,723

443,885

Soulbrain Co. Ltd.

11,656

582,097

WeMade Entertainment Co. Ltd. (a)

9,761

435,036

TOTAL KOREA (SOUTH)

4,358,677

Luxembourg - 2.6%

AZ Electronic Materials SA

1,117,200

5,150,041

Eurofins Scientific SA

58,899

16,149,965

Grand City Properties SA (a)

1,009,573

8,106,602

TOTAL LUXEMBOURG

29,406,608

Malaysia - 0.1%

JobStreet Corp. Bhd

2,446,200

1,666,190

Netherlands - 0.6%

Yandex NV (a)

175,600

6,472,616

Norway - 1.6%

Aker Solutions ASA (d)

511,200

7,067,261

Common Stocks - continued

Shares

Value

Norway - continued

Norwegian Air Shuttle A/S (a)(d)

46,500

$ 1,912,944

Schibsted ASA (B Shares) (d)

73,100

4,469,709

Sevan Drilling ASA (a)(d)

4,908,300

4,707,905

TOTAL NORWAY

18,157,819

Singapore - 2.3%

Amtek Engineering Ltd.

3,304,000

1,276,703

Cordlife Group Ltd.

1,021,000

982,205

CSE Global Ltd.

1,069,000

813,239

Goodpack Ltd.

1,541,000

2,375,636

Mapletree Industrial (REIT)

1,118,722

1,247,327

OSIM International Ltd.

1,092,000

1,854,870

Pertama Holdings Ltd. (e)

23,060,000

12,066,495

Petra Foods Ltd.

370,000

1,057,398

Sino Grandness Food Industry Group Ltd. (a)

3,087,000

1,776,852

Venture Corp. Ltd.

325,000

2,035,502

Yoma Strategic Holdings Ltd.

1,060,000

652,793

TOTAL SINGAPORE

26,139,020

South Africa - 0.5%

Blue Label Telecoms Ltd.

6,485,319

6,098,509

Sweden - 0.9%

Avanza Bank Holding AB

167,100

5,376,556

Rezidor Hotel Group AB (a)

942,170

5,365,093

TOTAL SWEDEN

10,741,649

Switzerland - 2.5%

Clariant AG (Reg.)

159,700

2,816,113

Julius Baer Group Ltd.

113,210

5,563,491

Meyer Burger Technology AG (a)(d)

286,600

3,363,961

Sika AG (Bearer)

1,610

5,076,553

Temenos Group AG

75,008

1,913,744

VZ Holding AG

53,370

9,587,601

TOTAL SWITZERLAND

28,321,463

Taiwan - 0.2%

Merida Industry Co. Ltd.

85,000

643,961

Taiwan Hon Chuan Enterprise Co. Ltd.

185,000

389,672

Tong Hsing Electronics Industries Ltd.

135,721

716,990

TOTAL TAIWAN

1,750,623

Thailand - 0.2%

Toyo-Thai Corp. PCL

2,200,600

2,722,027

Common Stocks - continued

Shares

Value

United Kingdom - 18.0%

Amerisur Resources PLC (a)(d)

5,712,324

$ 4,030,022

ASOS PLC (a)

152,776

13,889,291

Aveva Group PLC

179,175

7,429,299

Bond International Software PLC

843,266

1,270,967

Brammer PLC (d)

1,302,600

10,108,770

Brewin Dolphin Holding PLC

980,163

4,463,325

Cineworld Group PLC

187,861

1,116,760

Close Brothers Group PLC

347,270

7,043,681

Countrywide PLC

778,100

6,961,639

Craneware PLC

813,500

6,091,389

Devro PLC

103,098

522,867

Dicom Group PLC (a)

1,215,200

7,384,632

Foxtons Group PLC

1,383,300

7,069,822

Hunting PLC

352,500

5,041,571

IG Group Holdings PLC

1,188,002

11,686,208

Innovation Group PLC (a)(d)

9,382,600

4,776,489

International Personal Finance PLC

870,900

8,064,216

John Wood Group PLC

470,700

6,128,330

Johnson Matthey PLC

106,195

5,115,003

Keronite PLC (a)(g)

13,620,267

218

Lombard Medical Technologies PLC (a)

1,260,400

4,132,792

Moneysupermarket.com Group PLC

4,001,600

9,842,398

Mothercare PLC (a)(d)

578,200

3,550,739

Ocado Group PLC (a)

913,800

6,358,911

Perform Group PLC (a)

701,700

6,300,592

Petroceltic International PLC (a)

1,117,274

2,543,841

Pureprofile Media PLC (a)(g)

1,108,572

622,120

Regenersis PLC

1,231,800

5,075,925

Rockhopper Exploration PLC (a)(d)

1,084,100

2,516,111

Salamander Energy PLC (a)

632,400

1,087,504

Serco Group PLC

683,068

6,100,438

Silverdell PLC

12,644,400

1,550,963

Sinclair Pharma PLC (a)(d)

8,403,003

4,311,480

Sphere Medical Holding PLC (a)

817,054

373,368

Sthree PLC

1,060,309

6,111,858

Synergy Health PLC

353,353

5,875,292

Ted Baker PLC

343,975

9,414,609

TMO Renewables Ltd. (a)(g)

1,000,000

64,136

Travis Perkins PLC

189,500

5,639,350

Tungsten Corp. PLC

1,150,600

4,137,126

Wolfson Microelectronics PLC (a)

1,463,200

3,296,263

TOTAL UNITED KINGDOM

207,100,315

Common Stocks - continued

Shares

Value

United States of America - 0.1%

CTC Media, Inc.

4,300

$ 54,352

GI Dynamics, Inc. CDI (a)

1,286,187

972,512

Mudalla Technology, Inc. (Reg. S) (a)

996,527

16

YOU On Demand Holdings, Inc. (a)

114,474

203,764

YOU On Demand Holdings, Inc. warrants 8/30/17 (a)

27,500

0

TOTAL UNITED STATES OF AMERICA

1,230,644

TOTAL COMMON STOCKS

(Cost $829,518,560)


1,075,193,160

Nonconvertible Preferred Stocks - 0.7%

 

 

 

 

Brazil - 0.7%

Alpargatas Sa (PN)
(Cost $7,863,928)

1,125,920


7,790,269

Convertible Bonds - 0.2%

 

Principal Amount

 

Canada - 0.2%

Caracal Energy, Inc. 12% 9/30/17 (g)
(Cost $1,400,000)

$ 1,400,000


1,775,964

Money Market Funds - 8.3%

Shares

 

Fidelity Cash Central Fund, 0.09% (b)

72,010,764

72,010,764

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

23,742,135

23,742,135

TOTAL MONEY MARKET FUNDS

(Cost $95,752,899)


95,752,899

TOTAL INVESTMENT PORTFOLIO - 102.8%

(Cost $934,535,387)

1,180,512,292

NET OTHER ASSETS (LIABILITIES) - (2.8)%

(32,073,166)

NET ASSETS - 100%

$ 1,148,439,126

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 $4,160,064 or 0.4% of net assets.

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $2,462,486 or 0.2% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

AirSea Lines

8/4/06

$ 1,199,182

Caracal Energy, Inc. 12% 9/30/17

9/12/12

$ 1,400,000

Kalahari Energy

9/1/06

$ 1,813,750

Keronite PLC

8/16/06

$ 1,548,992

Pureprofile Media PLC

5/3/05 - 1/11/06

$ 1,173,341

Rock Well Petroleum, Inc.

4/13/06

$ 1,004,171

TMO Renewables Ltd.

10/27/05

$ 535,065

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

$ 46,779

Fidelity Securities Lending Cash Central Fund

663,324

Total

$ 710,103

Other Affiliated Issuers

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

Affiliate

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Pertama Holdings Ltd.

$ 9,679,226

$ -

$ -

$ 380,584

$ 12,066,495

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

$ 260,457,290

$ 175,431,185

$ 79,385,857

$ 5,640,248

Consumer Staples

35,660,497

13,839,428

21,821,069

-

Energy

55,836,047

54,909,468

926,557

22

Financials

202,565,947

125,742,740

74,368,290

2,454,917

Health Care

96,487,666

72,296,566

24,126,964

64,136

Industrials

185,406,536

143,921,432

39,788,645

1,696,459

Information Technology

162,730,680

134,837,106

27,243,903

649,671

Materials

56,242,264

47,559,887

8,117,917

564,460

Telecommunication Services

5,344,063

4,602,984

741,079

-

Utilities

22,252,439

2,011,622

20,240,817

-

Corporate Bonds

1,775,964

-

1,775,964

-

Money Market Funds

95,752,899

95,752,899

-

-

Total Investments in Securities:

$ 1,180,512,292

$ 870,905,317

$ 298,537,062

$ 11,069,913

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

$ 93,219,288

Level 2 to Level 1

$ 85,883

Valuation Inputs at Reporting Date:

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

Investments in Securities:

Beginning Balance

$ 17,107,640

Net Realized Gain (Loss) on Investment Securities

1,980,820

Net Unrealized Gain (Loss) on Investment Securities

(322,938)

Cost of Purchases

1,698,025

Proceeds of Sales

(7,832,736)

Amortization/Accretion

-

Transfers into Level 3

9,518,328

Transfers out of Level 3

(11,079,226)

Ending Balance

$ 11,069,913

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2013

$ 715,199

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

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $21,984,564) - See accompanying schedule:

Unaffiliated issuers (cost $832,370,202)

$ 1,072,692,898

 

Fidelity Central Funds (cost $95,752,899)

95,752,899

 

Other affiliated issuers (cost $6,412,286)

12,066,495

 

Total Investments (cost $934,535,387)

 

$ 1,180,512,292

Cash

 

4,686

Foreign currency held at value (cost $22,233)

22,233

Receivable for investments sold

1,202,840

Receivable for fund shares sold

2,252,442

Dividends receivable

1,689,783

Interest receivable

190,702

Distributions receivable from Fidelity Central Funds

43,612

Prepaid expenses

3,042

Other receivables

40,069

Total assets

1,185,961,701

 

 

 

Liabilities

Payable for investments purchased

$ 11,458,863

Payable for fund shares redeemed

1,058,399

Accrued management fee

834,071

Distribution and service plan fees payable

21,407

Other affiliated payables

245,715

Other payables and accrued expenses

161,985

Collateral on securities loaned, at value

23,742,135

Total liabilities

37,522,575

 

 

 

Net Assets

$ 1,148,439,126

Net Assets consist of:

 

Paid in capital

$ 940,719,067

Undistributed net investment income

4,006,124

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

(42,239,141)

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

245,953,076

Net Assets

$ 1,148,439,126

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

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($24,020,321 ÷ 912,078 shares)

$ 26.34

 

 

 

Maximum offering price per share (100/94.25 of $26.34)

$ 27.95

Class T:
Net Asset Value
and redemption price per share ($13,530,248 ÷ 516,960 shares)

$ 26.17

 

 

 

Maximum offering price per share (100/96.50 of $26.17)

$ 27.12

Class B:
Net Asset Value
and offering price per share ($794,911 ÷ 30,729 shares)A

$ 25.87

 

 

 

Class C:
Net Asset Value
and offering price per share ($13,426,348 ÷ 522,739 shares)A

$ 25.68

 

 

 

International Small Cap:
Net Asset Value
, offering price and redemption price per share ($1,029,629,175 ÷ 38,611,059 shares)

$ 26.67

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($67,038,123 ÷ 2,513,397 shares)

$ 26.67

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

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

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2013

 

 

 

Investment Income

 

 

Dividends (including $380,584 earned from other affiliated issuers)

 

$ 15,849,730

Interest

 

168,107

Income from Fidelity Central Funds

 

710,103

Income before foreign taxes withheld

 

16,727,940

Less foreign taxes withheld

 

(804,542)

Total income

 

15,923,398

 

 

 

Expenses

Management fee
Basic fee

$ 7,352,833

Performance adjustment

929,023

Transfer agent fees

2,205,642

Distribution and service plan fees

192,174

Accounting and security lending fees

417,104

Custodian fees and expenses

278,409

Independent trustees' compensation

4,726

Registration fees

90,493

Audit

152,551

Legal

2,053

Miscellaneous

6,690

Total expenses before reductions

11,631,698

Expense reductions

(142,371)

11,489,327

Net investment income (loss)

4,434,071

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

66,377,894

Foreign currency transactions

(228,900)

Futures contracts

(80,042)

Total net realized gain (loss)

 

66,068,952

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $185,408)

198,876,160

Assets and liabilities in foreign currencies

(867)

Total change in net unrealized appreciation (depreciation)

 

198,875,293

Net gain (loss)

264,944,245

Net increase (decrease) in net assets resulting from operations

$ 269,378,316

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)

$ 4,434,071

$ 4,511,101

Net realized gain (loss)

66,068,952

(4,142,955)

Change in net unrealized appreciation (depreciation)

198,875,293

42,574,576

Net increase (decrease) in net assets resulting
from operations

269,378,316

42,942,722

Distributions to shareholders from net investment income

(4,769,550)

(8,016,423)

Distributions to shareholders from net realized gain

(11,754,787)

(12,577,679)

Total distributions

(16,524,337)

(20,594,102)

Share transactions - net increase (decrease)

162,217,941

(204,187,386)

Redemption fees

119,206

102,611

Total increase (decrease) in net assets

415,191,126

(181,736,155)

 

 

 

Net Assets

Beginning of period

733,248,000

914,984,155

End of period (including undistributed net investment income of $4,006,124 and undistributed net investment income of $4,511,102, respectively)

$ 1,148,439,126

$ 733,248,000

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.74

$ 18.97

$ 20.42

$ 17.28

$ 11.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .06

  .06

  .10

  .03

  .06

Net realized and unrealized gain (loss)

  6.94

  1.09

  (.88)

  3.51

  5.31

Total from investment operations

  7.00

  1.15

  (.78)

  3.54

  5.37

Distributions from net investment income

  (.07)

  (.11)

  (.02)

  (.06)

  -

Distributions from net realized gain

  (.33)

  (.27)

  (.66)

  (.34)

  -

Total distributions

  (.40)

  (.38)

  (.68)

  (.40)

  -

Redemption fees added to paid in capital C

  - G

  - G

  .01

  - G

  - G

Net asset value, end of period

$ 26.34

$ 19.74

$ 18.97

$ 20.42

$ 17.28

Total Return A, B

  36.18%

  6.28%

  (4.00)%

  20.85%

  45.09%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.61%

  1.63%

  1.56%

  1.71%

  1.75%

Expenses net of fee waivers, if any

  1.61%

  1.63%

  1.55%

  1.65%

  1.65%

Expenses net of all reductions

  1.60%

  1.60%

  1.54%

  1.63%

  1.62%

Net investment income (loss)

  .25%

  .32%

  .49%

  .16%

  .41%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 24,020

$ 14,125

$ 17,185

$ 19,720

$ 17,590

Portfolio turnover rate E

  54%

  68%

  47%

  66%

  81%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.59

$ 18.80

$ 20.23

$ 17.14

$ 11.84

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  - G

  .01

  .05

  (.02)

  .02

Net realized and unrealized gain (loss)

  6.90

  1.08

  (.86)

  3.47

  5.28

Total from investment operations

  6.90

  1.09

  (.81)

  3.45

  5.30

Distributions from net investment income

  -

  (.03)

  -

  (.02)

  -

Distributions from net realized gain

  (.32)

  (.27)

  (.63)

  (.34)

  -

Total distributions

  (.32)

  (.30)

  (.63)

  (.36)

  -

Redemption fees added to paid in capital C

  - G

  - G

  .01

  - G

  - G

Net asset value, end of period

$ 26.17

$ 19.59

$ 18.80

$ 20.23

$ 17.14

Total Return A, B

  35.80%

  5.97%

  (4.18)%

  20.46%

  44.76%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.87%

  1.88%

  1.82%

  1.97%

  2.00%

Expenses net of fee waivers, if any

  1.87%

  1.88%

  1.81%

  1.90%

  1.90%

Expenses net of all reductions

  1.85%

  1.85%

  1.79%

  1.88%

  1.86%

Net investment income (loss)

  (.01)%

  .07%

  .24%

  (.09)%

  .16%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 13,530

$ 9,262

$ 13,744

$ 16,092

$ 15,760

Portfolio turnover rate E

  54%

  68%

  47%

  66%

  81%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.22

$ 18.38

$ 19.79

$ 16.78

$ 11.65

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.11)

  (.08)

  (.05)

  (.10)

  (.04)

Net realized and unrealized gain (loss)

  6.84

  1.07

  (.85)

  3.39

  5.17

Total from investment operations

  6.73

  .99

  (.90)

  3.29

  5.13

Distributions from net realized gain

  (.08)

  (.15)

  (.52)

  (.28)

  -

Redemption fees added to paid in capital C

  - G

  - G

  .01

  - G

  - G

Net asset value, end of period

$ 25.87

$ 19.22

$ 18.38

$ 19.79

$ 16.78

Total Return A, B

  35.14%

  5.45%

  (4.68)%

  19.90%

  44.03%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.37%

  2.38%

  2.32%

  2.47%

  2.49%

Expenses net of fee waivers, if any

  2.36%

  2.38%

  2.30%

  2.40%

  2.40%

Expenses net of all reductions

  2.35%

  2.35%

  2.29%

  2.38%

  2.36%

Net investment income (loss)

  (.51)%

  (.43)%

  (.26)%

  (.59)%

  (.33)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 795

$ 790

$ 2,067

$ 3,457

$ 3,601

Portfolio turnover rate E

  54%

  68%

  47%

  66%

  81%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.18

$ 18.38

$ 19.85

$ 16.85

$ 11.70

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.11)

  (.08)

  (.04)

  (.10)

  (.04)

Net realized and unrealized gain (loss)

  6.79

  1.07

  (.85)

  3.40

  5.19

Total from investment operations

  6.68

  .99

  (.89)

  3.30

  5.15

Distributions from net realized gain

  (.18)

  (.19)

  (.59)

  (.30)

  -

Redemption fees added to paid in capital C

  - G

  - G

  .01

  - G

  - G

Net asset value, end of period

$ 25.68

$ 19.18

$ 18.38

$ 19.85

$ 16.85

Total Return A, B

  35.15%

  5.46%

  (4.64)%

  19.86%

  44.02%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.33%

  2.38%

  2.27%

  2.42%

  2.49%

Expenses net of fee waivers, if any

  2.33%

  2.38%

  2.26%

  2.40%

  2.40%

Expenses net of all reductions

  2.32%

  2.35%

  2.24%

  2.37%

  2.36%

Net investment income (loss)

  (.47)%

  (.43)%

  (.21)%

  (.59)%

  (.33)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 13,426

$ 6,799

$ 9,545

$ 13,501

$ 5,814

Portfolio turnover rate E

  54%

  68%

  47%

  66%

  81%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - International Small Cap

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.99

$ 19.23

$ 20.66

$ 17.48

$ 12.03

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .12

  .11

  .17

  .07

  .08

Net realized and unrealized gain (loss)

  7.02

  1.10

  (.89)

  3.53

  5.37

Total from investment operations

  7.14

  1.21

  (.72)

  3.60

  5.45

Distributions from net investment income

  (.14)

  (.18)

  (.06)

  (.08)

  -

Distributions from net realized gain

  (.33)

  (.27)

  (.66)

  (.34)

  -

Total distributions

  (.46) G

  (.45)

  (.72)

  (.42)

  -

Redemption fees added to paid in capital B

  - F

  - F

  .01

  - F

  - F

Net asset value, end of period

$ 26.67

$ 19.99

$ 19.23

$ 20.66

$ 17.48

Total Return A

  36.56%

  6.55%

  (3.65)%

  21.02%

  45.30%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.33%

  1.35%

  1.26%

  1.44%

  1.48%

Expenses net of fee waivers, if any

  1.32%

  1.35%

  1.25%

  1.44%

  1.48%

Expenses net of all reductions

  1.31%

  1.33%

  1.23%

  1.42%

  1.44%

Net investment income (loss)

  .53%

  .59%

  .80%

  .37%

  .58%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,029,629

$ 692,769

$ 856,692

$ 808,478

$ 669,035

Portfolio turnover rate D

  54%

  68%

  47%

  66%

  81%

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 $.46 per share is comprised of distributions from net investment income of $.136 and distributions from net realized gain of $.327 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.00

$ 19.24

$ 20.66

$ 17.47

$ 12.01

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .16

  .13

  .18

  .09

  .09

Net realized and unrealized gain (loss)

  7.00

  1.10

  (.89)

  3.53

  5.37

Total from investment operations

  7.16

  1.23

  (.71)

  3.62

  5.46

Distributions from net investment income

  (.16)

  (.20)

  (.06)

  (.09)

  -

Distributions from net realized gain

  (.33)

  (.27)

  (.66)

  (.34)

  -

Total distributions

  (.49)

  (.47)

  (.72)

  (.43)

  -

Redemption fees added to paid in capital B

  - F

  - F

  .01

  - F

  - F

Net asset value, end of period

$ 26.67

$ 20.00

$ 19.24

$ 20.66

$ 17.47

Total Return A

  36.68%

  6.65%

  (3.62)%

  21.15%

  45.46%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.20%

  1.25%

  1.22%

  1.34%

  1.45%

Expenses net of fee waivers, if any

  1.20%

  1.25%

  1.21%

  1.34%

  1.40%

Expenses net of all reductions

  1.18%

  1.22%

  1.19%

  1.31%

  1.37%

Net investment income (loss)

  .66%

  .70%

  .84%

  .47%

  .66%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 67,038

$ 9,503

$ 15,752

$ 8,231

$ 2,696

Portfolio turnover rate D

  54%

  68%

  47%

  66%

  81%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Amount represents less than $.01 per share.

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

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity International Small Cap Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, International Small Cap and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. 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. 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2013, including information on transfers between Levels 1 and 2, as well as a roll forward of Level 3 investments, 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. Dividend income is recorded on the ex-dividend date, except for certain dividends

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation

$ 278,457,935

Gross unrealized depreciation

(70,365,537)

Net unrealized appreciation (depreciation) on securities and other investments

$ 208,092,398

 

 

Tax Cost

$ 972,419,894

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

Undistributed ordinary income

$ 30,190,846

Capital loss carryforward

$ (30,539,357)

Net unrealized appreciation (depreciation)

$ 208,068,569

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

$ (30,539,357)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 16,524,337

$ 20,594,102

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 2.00% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

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

New Accounting Pronouncement. 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.

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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.

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.

During the period the Fund recognized net realized gain (loss) of $(80,042) related to its investment in futures contracts. This amount is included in the Statement of Operations.

Annual Report

Notes to Financial Statements - continued

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $556,944,991 and $443,858,751, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .60% of the Fund's average net assets and an annualized group fee rate that averaged .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 International Small Cap 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 .96% 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%

$ 42,679

$ 1,371

Class T

.25%

.25%

51,556

91

Class B

.75%

.25%

7,500

5,677

Class C

.75%

.25%

90,439

12,749

 

 

 

$ 192,174

$ 19,888

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

$ 13,853

Class T

2,743

Class B*

143

Class C*

1,699

 

$ 18,438

* 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

$ 50,833

.30

Class T

31,476

.30

Class B

2,235

.30

Class C

24,673

.27

International Small Cap

2,068,757

.26

Institutional Class

27,668

.13

 

$ 2,205,642

 

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

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. 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 $510 for the period.

Other. During the period, FMR reimbursed the Fund for certain losses in the amount of $80,334.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,779 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. The value of securities loaned to FCM at period end was $73,568. 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 $663,324, including $3,759 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 $113,128 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $29,243.

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

$ 53,369

$ 98,060

Class T

-

18,440

International Small Cap

4,638,246

7,747,338

Institutional Class

77,935

152,585

Total

$ 4,769,550

$ 8,016,423

From net realized gain

 

 

Class A

$ 235,834

$ 246,964

Class T

146,972

172,958

Class B

3,106

15,448

Class C

61,233

91,928

International Small Cap

11,152,248

11,838,630

Institutional Class

155,394

211,751

Total

$ 11,754,787

$ 12,577,679

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

398,633

190,464

$ 9,321,444

$ 3,581,689

Reinvestment of distributions

13,843

18,159

269,801

323,949

Shares redeemed

(215,812)

(398,912)

(4,750,681)

(7,484,565)

Net increase (decrease)

196,664

(190,289)

$ 4,840,564

$ (3,578,927)

Class T

 

 

 

 

Shares sold

141,247

67,193

$ 3,379,516

$ 1,245,760

Reinvestment of distributions

7,380

10,478

143,239

185,991

Shares redeemed

(104,387)

(336,074)

(2,281,922)

(6,220,818)

Net increase (decrease)

44,240

(258,403)

$ 1,240,833

$ (4,789,067)

Annual Report

Notes to Financial Statements - continued

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Class B

 

 

 

 

Shares sold

4,525

1,171

$ 108,233

$ 21,568

Reinvestment of distributions

157

825

3,023

14,430

Shares redeemed

(15,050)

(73,396)

(330,538)

(1,354,968)

Net increase (decrease)

(10,368)

(71,400)

$ (219,282)

$ (1,318,970)

Class C

 

 

 

 

Shares sold

275,046

95,047

$ 6,270,694

$ 1,772,779

Reinvestment of distributions

2,855

4,830

54,609

84,289

Shares redeemed

(109,571)

(264,717)

(2,419,306)

(4,745,500)

Net increase (decrease)

168,330

(164,840)

$ 3,905,997

$ (2,888,432)

International Small Cap

 

 

 

 

Shares sold

11,248,438

4,700,621

$ 266,912,412

$ 88,441,440

Reinvestment of distributions

770,505

1,033,828

15,163,539

18,629,579

Shares redeemed

(8,061,607)

(15,631,544)

(180,218,306)

(292,428,231)

Net increase (decrease)

3,957,336

(9,897,095)

$ 101,857,645

$ (185,357,212)

Institutional Class

 

 

 

 

Shares sold

2,333,500

199,584

$ 57,218,863

$ 3,790,776

Reinvestment of distributions

8,409

15,793

165,323

284,438

Shares redeemed

(303,629)

(559,093)

(6,792,002)

(10,329,992)

Net increase (decrease)

2,038,280

(343,716)

$ 50,592,184

$ (6,254,778)

12. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 13% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Fidelity International Small Cap Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 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 Small Cap 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.

Annual Report

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 1-877-208-0098.

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

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

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/09/13

12/06/13

$0.051

$0.597

 

 

 

 

 

Class T

12/09/13

12/06/13

$0.000

$0.597

 

 

 

 

 

Class B

12/09/13

12/06/13

$0.000

$0.469

 

 

 

 

 

Class C

12/09/13

12/06/13

$0.000

$0.552

Class A designates 61%, Class T designates 75%, Class B designates 100%, and Class C designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

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

 

Pay Date

Income

Taxes

Class A

12/10/12

$0.2150

$0.0142

 

 

 

 

Class T

12/10/12

$0.1730

$0.0142

 

 

 

 

Class B

12/10/12

$0.0480

$0.0142

 

 

 

 

Class C

12/10/12

$0.1000

$0.0142

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 International Small Cap Fund

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

The Board meets regularly and, at each of its meetings, 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, 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.

Annual Report

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 International Small Cap Fund

ais1383690

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 is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing 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 19% means that 81% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to 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 International Small Cap Fund

ais1383692

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.

Annual Report

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 C, Institutional Class, and the retail class ranked below its competitive median for 2012, the total expense ratio of Class B ranked equal to its competitive median for 2012, and the total expense ratio of Class T 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and 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.

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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (UK) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

(Fidelity Investment logo)(registered trademark)

AISC-UANN-1213
1.793568.110

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

International Small Cap

Fund - Institutional Class

Annual Report

October 31, 2013

(Fidelity Cover Art)

Institutional Class is a class of
Fidelity® International Small Cap Fund


Contents

Performance

2

How the fund has done over time.

Management's Discussion of Fund Performance

3

The Portfolio Managers' review of fund performance and strategy.

Shareholder Expense Example

3

An example of shareholder expenses.

Investment Changes

4

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

Investments

6

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

Financial Statements

20

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

Notes

30

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

42

 

Trustees and Officers

42

 

Distributions

49

 

Board Approval of Investment Advisory Contracts and Management Fees

49

 

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.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Past 10
years

  Institutional Class

36.68%

19.88%

11.61%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Small Cap Fund - Institutional Class on October 31, 2003. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Small Cap Index performed over the same period.

sci1522925

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 Colin Stone, Dale Nicholls and Nicholas Price, Co-Portfolio Managers of Fidelity Advisor® International Small Cap Fund: For the year, the fund's Institutional Class shares returned 36.68%, surpassing the 32.33% gain of the MSCI® EAFE® Small Cap Index. The Japanese and Asia-Pacific ex Japan subportfolios outperformed their respective benchmarks by substantial margins, but the emerging Europe/Middle East/Africa (EMEA) sleeve trailed its benchmark, weighed down by security selection in materials and energy. Versus the index, a non-index stake in Dublin-based mineral sands miner Kenmare Resources detracted from the EMEA subportfolio's results, while one key contributor was U.K. online-only food retailer Ocado Group. In the Asia-Pacific ex Japan subportfolio, one positive was Sino Gas & Energy Holdings, an Australian exploration and production firm developing gas assets in China. On the negative side, relative performance suffered from not owning high-flying casino stock and Hong Kong benchmark component Melco International Development. In the Japanese subportfolio, our results were lifted by Pigeon, Japan's leading manufacturer of baby-care products. A non-index position in video game developer Nintendo worked against us, and I sold it in the first quarter of 2013.

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

Annual Report


Shareholder Expense Example

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

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

Annual Report

Shareholder Expense Example - continued

 

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

1.63%

 

 

 

Actual

 

$ 1,000.00

$ 1,129.50

$ 8.75

HypotheticalA

 

$ 1,000.00

$ 1,016.99

$ 8.29

Class T

1.88%

 

 

 

Actual

 

$ 1,000.00

$ 1,128.00

$ 10.08

HypotheticalA

 

$ 1,000.00

$ 1,015.73

$ 9.55

Class B

2.37%

 

 

 

Actual

 

$ 1,000.00

$ 1,125.30

$ 12.70

HypotheticalA

 

$ 1,000.00

$ 1,013.26

$ 12.03

Class C

2.34%

 

 

 

Actual

 

$ 1,000.00

$ 1,125.30

$ 12.54

HypotheticalA

 

$ 1,000.00

$ 1,013.41

$ 11.88

International Small Cap

1.33%

 

 

 

Actual

 

$ 1,000.00

$ 1,131.00

$ 7.14

HypotheticalA

 

$ 1,000.00

$ 1,018.50

$ 6.77

Institutional Class

1.21%

 

 

 

Actual

 

$ 1,000.00

$ 1,131.50

$ 6.50

HypotheticalA

 

$ 1,000.00

$ 1,019.11

$ 6.16

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


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

sci1522927

Japan 26.4%

 

sci1522929

United Kingdom 18.0%

 

sci1522931

Germany 9.7%

 

sci1522933

United States of America* 5.6%

 

sci1522935

France 3.9%

 

sci1522937

Cayman Islands 3.4%

 

sci1522939

Australia 3.4%

 

sci1522941

Ireland 2.7%

 

sci1522943

Bermuda 2.6%

 

sci1522945

Other 24.3%

 

sci1522947

* 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

sci1522927

Japan 29.9%

 

sci1522929

United Kingdom 18.9%

 

sci1522931

Germany 7.6%

 

sci1522933

Australia 4.7%

 

sci1522935

United States of America* 4.1%

 

sci1522937

Cayman Islands 3.4%

 

sci1522939

France 3.3%

 

sci1522941

Luxembourg 2.7%

 

sci1522943

Singapore 2.6%

 

sci1522958

Other 22.8%

 

sci1522960

* 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

94.3

95.8

Bonds

0.2

0.2

Short-Term Investments and Net Other Assets (Liabilities)

5.5

4.0

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Tokyo Tatemono Co. Ltd. (Japan, Real Estate Management & Development)

1.9

1.5

Pigeon Corp. (Japan, Household Products)

1.7

2.0

Eurofins Scientific SA (Luxembourg, Life Sciences Tools & Services)

1.4

1.4

Hokkaido Electric Power Co., Inc. (Japan, Electric Utilities)

1.4

0.0

Aareal Bank AG (Germany, Thrifts & Mortgage Finance)

1.3

0.0

Playtech Ltd. (Isle of Man, Software)

1.2

1.3

Wirecard AG (Germany, IT Services)

1.2

0.9

ASOS PLC (United Kingdom, Internet & Catalog Retail)

1.2

1.1

Foster Electric Co. Ltd. (Japan, Household Durables)

1.2

0.0

Stanley Electric Co. Ltd. (Japan, Auto Components)

1.2

0.7

 

13.7

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

22.5

23.0

Financials

17.7

17.8

Industrials

16.1

14.8

Information Technology

14.4

16.1

Health Care

8.7

8.6

Energy

4.8

5.2

Materials

4.7

5.4

Consumer Staples

3.2

3.8

Utilities

1.9

0.3

Telecommunication Services

0.5

1.0

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 93.6%

Shares

Value

Australia - 3.4%

Acrux Ltd.

381,062

$ 965,231

Alkane Resources Ltd. (a)

911,891

336,131

Austal Ltd. (a)

3,050,012

2,176,453

Base Resources Ltd. (a)

750,579

294,405

Beach Energy Ltd.

1,213,515

1,640,144

Berkeley Resources Ltd. (a)

1,198,037

294,404

Boart Longyear Ltd. (d)

1,678,919

682,337

Clinuvel Pharmaceuticals Ltd. (a)(d)

325,070

476,222

Dart Energy Ltd. (a)(d)

10,057,900

1,330,871

Donaco International Ltd. (d)

2,061,089

1,383,107

Goodman Group unit

202,411

968,022

Greencross Ltd.

154,770

958,140

iiNet Ltd.

133,255

818,649

Iluka Resources Ltd.

80,327

781,987

Independence Group NL

244,610

915,525

iProperty Group Ltd. (a)

601,773

1,035,154

Karoon Gas Australia Ltd. (a)

452,184

1,893,301

Maverick Drilling & Exploration Ltd. (a)(d)

971,087

468,090

Nanosonics Ltd. (a)

1,384,184

1,138,188

Navitas Ltd.

273,638

1,500,048

Neon Energy Ltd. (a)

1,049,972

287,791

NewSat Ltd. (a)

2,252,414

1,021,857

Normandy Mt. Leyshon Ltd. (a)

1,907,227

225,327

Prairie Downs Metals Ltd. (a)

881,954

291,753

Prana Biotechnology Ltd. (a)(d)

2,224,059

1,064,716

QRxPharma Ltd. (a)(d)

249,195

163,691

Ramsay Health Care Ltd.

10,050

368,552

SEEK Ltd.

161,332

1,980,753

Sierra Mining Ltd. (a)

2,406,178

648,147

Silver Lake Resources Ltd. (a)

840,689

611,824

Sino Gas & Energy Ltd. (a)

22,392,147

4,973,525

Sirtex Medical Ltd.

98,794

1,161,587

SomnoMed Ltd. (a)

584,445

684,961

Spark Infrastructure Group unit

1,255,671

2,011,622

Starpharma Holdings Ltd. (a)

869,513

735,529

Tiger Resources Ltd. (a)

1,511,941

564,459

Tissue Therapies Ltd. (a)

2,581,301

609,929

Troy Resources NL (d)

289,032

366,059

Vision Group Holdings Ltd. (a)

1,221,604

837,084

TOTAL AUSTRALIA

38,665,575

Common Stocks - continued

Shares

Value

Austria - 0.3%

Ams AG

30,950

$ 3,380,333

Bailiwick of Jersey - 1.9%

Informa PLC

1,067,014

9,572,207

LXB Retail Properties PLC (a)

1,426,200

2,766,991

Regus PLC

2,817,600

9,265,884

TOTAL BAILIWICK OF JERSEY

21,605,082

Belgium - 0.1%

EVS Broadcast Equipment SA

24,123

1,581,970

Bermuda - 2.6%

APT Satellite Holdings Ltd.

1,573,000

1,710,356

Asia Satellite Telecommunications Holdings Ltd.

271,000

1,052,122

Biosensors International Group Ltd.

1,016,000

768,830

China Animal Healthcare Ltd. (a)

2,129,000

681,016

China Singyes Solar Tech Holdings Ltd.

981,600

1,064,782

Digital China Holdings Ltd. (H Shares)

423,000

555,416

Dukang Distillers Holdings Ltd. (a)

2,072,000

725,584

I.T Ltd.

1,552,000

472,426

Imagi International Holdings Ltd. (a)

27,752,000

332,895

Luk Fook Holdings International Ltd.

612,000

2,186,560

Oakley Capital Investments Ltd. (a)

1,560,300

4,396,887

Oriental Watch Holdings Ltd.

1,540,000

492,609

PAX Global Technology Ltd. (a)

1,769,000

748,397

Petra Diamonds Ltd. (a)

2,255,500

4,050,445

REXLot Holdings Ltd.

10,075,000

883,658

STELUX Holdings International

2,958,000

1,007,239

Vostok Nafta Investment Ltd. SDR

818,000

6,658,822

Vtech Holdings Ltd.

154,900

2,223,703

TOTAL BERMUDA

30,011,747

British Virgin Islands - 0.4%

Kalahari Energy (a)(g)

1,451,000

15

Mail.Ru Group Ltd.:

GDR (f)

112,800

4,160,064

GDR (Reg. S)

12,700

468,376

TOTAL BRITISH VIRGIN ISLANDS

4,628,455

Canada - 0.6%

Africa Oil Corp. (a)

81,500

723,819

Africa Oil Corp. (Sweden) (a)

457,500

4,059,575

AirSea Lines (a)(g)

1,893,338

26

Asanko Gold, Inc. (a)

26,400

62,034

Common Stocks - continued

Shares

Value

Canada - continued

Mood Media Corp. (a)

136,700

$ 86,531

Mood Media Corp. (United Kingdom) (a)

1,139,822

767,588

Mountain Province Diamonds, Inc. (a)

254,200

1,292,150

Rock Well Petroleum, Inc. (a)(g)

770,400

7

TOTAL CANADA

6,991,730

Cayman Islands - 3.4%

21Vianet Group, Inc. ADR (a)

42,300

761,400

51job, Inc. sponsored ADR (a)

19,200

1,470,720

AirMedia Group, Inc. ADR (a)

352,100

595,049

Airtac International Group

90,950

658,140

AMVIG Holdings Ltd.

764,000

358,695

AutoNavi Holdings Ltd. ADR (a)(d)

34,300

530,278

Bitauto Holdings Ltd. ADR (a)

120,000

2,941,200

Bonjour Holdings Ltd.

4,332,000

938,702

Changshouhua Food Co. Ltd.

872,000

921,151

China Automation Group Ltd.

1,872,000

393,572

China High Precision Automation Group Ltd.

712,000

27,551

China Lilang Ltd.

724,000

467,850

China Lodging Group Ltd. ADR (a)

26,500

582,470

China Medical System Holdings Ltd.

1,204,000

1,082,404

China Metal International Holdings, Inc.

2,522,000

709,140

China Metal Recycling (Holdings) Ltd. (a)

436,800

1

China Outfitters Holdings Ltd. (d)

1,888,000

311,704

CNinsure, Inc. ADR (a)

78,600

381,210

Convenience Retail Asia Ltd.

700,000

487,553

EVA Precision Industrial Holdings Ltd.

5,134,000

735,037

Greatview Aseptic Pack Co. Ltd.

1,196,000

752,803

Haitian International Holdings Ltd.

338,000

814,374

Hop Hing Group Holdings Ltd.

7,392,000

314,634

Hutchison China Meditech Ltd. (a)

77,117

780,228

Integrated Waste Solutions Group Health Ltd. (a)

2,055,000

145,252

Kingdee International Software Group Co. Ltd. (a)

1,564,400

504,450

KongZhong Corp. sponsored ADR (a)

56,200

463,650

Lee's Pharmaceutical Holdings Ltd.

1,155,000

1,071,127

Marwyn Value Investors II Ltd. (a)

2,130,100

6,497,803

Ming Fai International Holdings Ltd.

9,133,000

1,001,296

Perfect World Co. Ltd. sponsored ADR Class B

31,700

555,701

Royale Furniture Holdings Ltd.

10,111,437

528,200

Shenguan Holdings Group Ltd.

3,154,000

1,407,564

SINA Corp. (a)

6,100

509,716

SITC International Holdings Co. Ltd.

3,686,000

1,559,407

Common Stocks - continued

Shares

Value

Cayman Islands - continued

Sitoy Group Holdings Ltd.

727,000

$ 398,523

SouFun Holdings Ltd. ADR

51,000

2,714,730

Vipshop Holdings Ltd. ADR (a)(d)

12,600

868,518

VST Holdings Ltd.

2,767,600

546,166

WuXi PharmaTech Cayman, Inc. sponsored ADR (a)

42,300

1,237,275

Xinyi Glass Holdings Ltd.

1,670,000

1,654,276

Yip's Chemical Holdings Ltd.

592,000

497,851

TOTAL CAYMAN ISLANDS

39,177,371

China - 0.1%

Xinjiang Goldwind Science & Technology Co. Ltd. (H Shares)

938,000

958,205

Denmark - 0.1%

ALK-Abello A/S

6,657

632,586

Finland - 1.1%

Amer Group PLC (A Shares)

274,500

5,642,714

Rakentajain Konevuokraamo Oyj (B Shares)

343,656

6,873,002

TOTAL FINLAND

12,515,716

France - 3.9%

ALTEN

165,500

7,498,493

Audika SA (a)

113,900

1,531,013

Ipsos SA

128,172

5,406,103

Sartorius Stedim Biotech

53,000

7,969,653

Sopra Group SA

61,000

5,335,442

SR Teleperformance SA

178,251

9,453,313

The Lisi Group

52,800

8,151,062

TOTAL FRANCE

45,345,079

Germany - 9.7%

Aareal Bank AG (a)

394,704

15,179,633

AURELIUS AG

136,500

4,659,268

Brenntag AG

40,600

6,879,556

CANCOM AG

49,600

1,904,500

CENTROTEC Sustainable AG

289,265

7,201,063

CompuGROUP Holding AG

199,511

5,199,658

CTS Eventim AG

199,177

9,722,051

Deutz AG (a)

903,600

8,600,309

GFK AG

195,601

11,433,101

Ichor Coal NV (a)

355,000

1,928,005

Lanxess AG

88,385

6,221,045

MTU Aero Engines Holdings AG

60,089

6,003,902

Rational AG

15,920

4,885,076

Common Stocks - continued

Shares

Value

Germany - continued

United Internet AG

200,152

$ 7,908,111

Wirecard AG

387,100

14,114,586

TOTAL GERMANY

111,839,864

Hong Kong - 0.8%

Dah Sing Banking Group Ltd.

598,800

1,129,170

Guotai Junan International Holdings Ltd.

1,331,000

569,963

Magnificent Estates Ltd.

25,682,000

1,242,197

Singamas Container Holdings Ltd.

5,744,000

1,340,983

Sinosoft Tech Group Ltd.

1,164,000

279,252

Techtronic Industries Co. Ltd.

1,012,500

2,546,595

Wing Hang Bank Ltd.

153,000

2,176,693

TOTAL HONG KONG

9,284,853

India - 0.8%

Ahluwalia Contracts (India) Ltd. (a)

230,314

96,986

Britannia Industries Ltd.

46,936

715,609

MT Educare Ltd.

211,299

345,456

Page Industries Ltd.

90,084

6,535,563

Shriram City Union Finance Ltd.

32,081

526,501

Thangamayil Jewellery Ltd.

173,245

478,768

WABCO India Ltd.

14,137

388,238

TOTAL INDIA

9,087,121

Indonesia - 0.5%

PT Clipan Finance Indonesia Tbk

13,895,400

517,723

PT Clipan Finance Indonesia Tbk warrants 10/7/14 (a)

2,275,700

6,460

PT Global Mediacom Tbk

1,729,000

292,958

PT Mayora Indah Tbk

410,667

1,067,419

PT Media Nusantara Citra Tbk

5,091,500

1,129,180

PT Mitra Adiperkasa Tbk

801,000

383,711

PT MNC Sky Vision Tbk (a)

2,487,000

512,951

PT Nippon Indosari Corpindo Tbk

881,500

484,832

PT Pembangunan Perumahan Persero Tbk

4,982,500

579,023

PT Tiga Pilar Sejahtera Food Tbk

8,562,500

1,002,656

TOTAL INDONESIA

5,976,913

Ireland - 2.7%

Glanbia PLC

168,000

2,354,013

Kenmare Resources PLC (a)

11,445,200

3,734,476

Paddy Power PLC (Ireland)

157,509

12,831,471

Common Stocks - continued

Shares

Value

Ireland - continued

Smurfit Kappa Group PLC

287,600

$ 6,989,751

United Drug PLC (United Kingdom)

992,400

4,964,588

TOTAL IRELAND

30,874,299

Isle of Man - 2.4%

Exillon Energy PLC (a)

1,097,300

4,187,398

IBS Group Holding Ltd. GDR (Reg. S)

336,400

9,086,984

Playtech Ltd.

1,209,747

14,285,952

TOTAL ISLE OF MAN

27,560,334

Israel - 0.1%

Sarin Technologies Ltd.

957,750

1,464,921

Italy - 2.3%

Brunello Cucinelli SpA

123,985

3,871,835

Prysmian SpA

263,900

6,449,584

Salvatore Ferragamo Italia SpA

244,915

8,393,142

YOOX SpA (a)

209,800

7,548,683

TOTAL ITALY

26,263,244

Japan - 26.4%

Accordia Golf Co. Ltd.

504,500

5,536,995

ACOM Co. Ltd. (a)

586,600

2,296,933

AEON Financial Service Co. Ltd. (d)

243,800

7,487,160

AEON Mall Co. Ltd.

66,550

1,890,084

Amada Co. Ltd.

610,000

5,247,570

CAC Corp.

47,400

421,311

Career Design Center Co. Ltd.

676

800,696

Chugoku Electric Power Co., Inc.

112,600

1,726,008

Creek & River Co. Ltd.

91,200

392,559

Daiwa Industries Ltd.

42,000

264,291

en-japan, Inc.

113,700

2,539,549

Enigmo, Inc. (a)(d)

48,400

3,444,988

Foster Electric Co. Ltd. (d)

705,400

13,801,537

Fuji Corp.

47,500

783,216

Fuji Media Holdings, Inc.

54,000

1,076,510

Fujibo Holdings, Inc.

464,000

945,493

G-Tekt Corp.

20,500

605,963

H.I.S. Co. Ltd.

92,600

4,994,351

Hajime Construction Co. Ltd. (d)

81,800

5,640,232

Heiwa Corp.

49,200

824,899

Higashi Nihon House Co. Ltd.

508,000

2,715,643

Hokkaido Electric Power Co., Inc. (a)

1,235,300

15,913,286

Common Stocks - continued

Shares

Value

Japan - continued

Hoshizaki Electric Co. Ltd.

155,300

$ 5,690,961

Iida Home Max Co., Ltd. (d)

107,000

2,454,917

Iino Kaiun Kaisha Ltd.

500,800

3,298,120

ISE Chemical Corp.

56,000

484,012

ITC Networks Corp.

28,700

246,885

Iwatsuka Confectionary Co. Ltd.

16,000

825,210

JAFCO Co. Ltd.

56,600

2,838,507

Juki Corp. (a)(d)

1,588,000

2,998,722

Justsystems Corp. (a)

69,100

665,856

K's Denki Corp.

141,100

4,143,098

Kakaku.com, Inc.

685,200

13,252,683

Kanto Natural Gas Development

72,000

507,631

KAWAI Musical Instruments Manufacturing Co. Ltd. (d)

523,000

986,578

Koshidaka Holdings Co. Ltd.

23,100

813,634

Kotobuki Spirits Co. Ltd.

15,300

200,081

Kyushu Electric Power Co., Inc. (a)

69,400

977,140

Leopalace21 Corp. (a)

1,331,600

9,244,644

Mazda Motor Corp. (a)

1,441,000

6,486,674

N Field Co. Ltd.

15,700

1,744,507

Nichias Corp.

501,000

3,389,511

Nihon Nohyaku Co. Ltd.

374,000

4,482,832

Nikkiso Co. Ltd.

549,000

6,791,930

Nippon Koei Co. Ltd.

70,000

329,304

Nippon Seiki Co. Ltd.

34,000

554,333

Nippon Shinyaku Co. Ltd.

345,000

5,946,976

Nippon Yusen KK

719,000

2,196,902

Nitta Corp.

157,400

3,315,251

Nomura Real Estate Holdings, Inc.

222,300

5,624,508

NTT Urban Development Co.

279,800

3,571,744

ORIX Corp.

679,400

11,767,947

Pal Co. Ltd.

68,700

1,919,793

Parco Co. Ltd.

41,700

428,718

Pigeon Corp.

373,100

19,249,422

Pressance Corp. (d)

23,100

739,680

Rakuten, Inc.

626,900

8,168,282

Rohto Pharmaceutical Co. Ltd.

130,000

1,886,600

Sakata INX Corp.

332,000

3,151,073

San-Ai Oil Co. Ltd.

97,000

418,926

Sawada Holdings Co. Ltd.

259,800

2,439,741

Sega Sammy Holdings, Inc.

248,000

6,357,615

Shinkawa Ltd.

52,000

336,857

Shinko Kogyo Co. Ltd.

268,900

2,215,210

Common Stocks - continued

Shares

Value

Japan - continued

Shinko Shoji Co. Ltd.

2,900

$ 24,819

Shinsei Bank Ltd.

133,000

311,394

Sosei Group Corp. (a)

113,900

4,904,553

Sourcenext Corp. (a)(d)

83,100

688,377

Stanley Electric Co. Ltd.

584,700

13,600,715

Sumitomo Heavy Industries Ltd.

1,196,000

5,293,423

Takeuchi Manufacturing Co. Ltd.

28,700

605,375

Tohoku Electric Power Co., Inc. (a)

134,200

1,624,383

Tokyo Tatemono Co. Ltd.

2,341,000

21,977,316

Tokyu Fudosan Holdings Corp. (a)

498,000

4,918,312

Topcon Corp.

541,300

8,162,127

Toshiba Plant Systems & Services Corp.

16,000

282,310

Toyo Engineering Corp.

218,000

928,891

Uchiyama Holdings Co. Ltd.

39,200

1,177,753

VT Holdings Co. Ltd.

54,100

728,136

Welcia Holdings Co. Ltd.

14,300

865,000

WirelessGate, Inc. (a)

24,200

741,079

Yamaha Motor Co. Ltd.

207,200

3,173,994

Yamaya Corp.

47,300

681,356

TOTAL JAPAN

303,181,602

Korea (South) - 0.4%

Daou Technology, Inc.

133,650

1,832,322

Koh Young Technology, Inc.

23,358

696,593

Korea Plant Service & Engineering Co. Ltd.

7,274

368,744

SBS Contents Hub Co. Ltd.

31,723

443,885

Soulbrain Co. Ltd.

11,656

582,097

WeMade Entertainment Co. Ltd. (a)

9,761

435,036

TOTAL KOREA (SOUTH)

4,358,677

Luxembourg - 2.6%

AZ Electronic Materials SA

1,117,200

5,150,041

Eurofins Scientific SA

58,899

16,149,965

Grand City Properties SA (a)

1,009,573

8,106,602

TOTAL LUXEMBOURG

29,406,608

Malaysia - 0.1%

JobStreet Corp. Bhd

2,446,200

1,666,190

Netherlands - 0.6%

Yandex NV (a)

175,600

6,472,616

Norway - 1.6%

Aker Solutions ASA (d)

511,200

7,067,261

Common Stocks - continued

Shares

Value

Norway - continued

Norwegian Air Shuttle A/S (a)(d)

46,500

$ 1,912,944

Schibsted ASA (B Shares) (d)

73,100

4,469,709

Sevan Drilling ASA (a)(d)

4,908,300

4,707,905

TOTAL NORWAY

18,157,819

Singapore - 2.3%

Amtek Engineering Ltd.

3,304,000

1,276,703

Cordlife Group Ltd.

1,021,000

982,205

CSE Global Ltd.

1,069,000

813,239

Goodpack Ltd.

1,541,000

2,375,636

Mapletree Industrial (REIT)

1,118,722

1,247,327

OSIM International Ltd.

1,092,000

1,854,870

Pertama Holdings Ltd. (e)

23,060,000

12,066,495

Petra Foods Ltd.

370,000

1,057,398

Sino Grandness Food Industry Group Ltd. (a)

3,087,000

1,776,852

Venture Corp. Ltd.

325,000

2,035,502

Yoma Strategic Holdings Ltd.

1,060,000

652,793

TOTAL SINGAPORE

26,139,020

South Africa - 0.5%

Blue Label Telecoms Ltd.

6,485,319

6,098,509

Sweden - 0.9%

Avanza Bank Holding AB

167,100

5,376,556

Rezidor Hotel Group AB (a)

942,170

5,365,093

TOTAL SWEDEN

10,741,649

Switzerland - 2.5%

Clariant AG (Reg.)

159,700

2,816,113

Julius Baer Group Ltd.

113,210

5,563,491

Meyer Burger Technology AG (a)(d)

286,600

3,363,961

Sika AG (Bearer)

1,610

5,076,553

Temenos Group AG

75,008

1,913,744

VZ Holding AG

53,370

9,587,601

TOTAL SWITZERLAND

28,321,463

Taiwan - 0.2%

Merida Industry Co. Ltd.

85,000

643,961

Taiwan Hon Chuan Enterprise Co. Ltd.

185,000

389,672

Tong Hsing Electronics Industries Ltd.

135,721

716,990

TOTAL TAIWAN

1,750,623

Thailand - 0.2%

Toyo-Thai Corp. PCL

2,200,600

2,722,027

Common Stocks - continued

Shares

Value

United Kingdom - 18.0%

Amerisur Resources PLC (a)(d)

5,712,324

$ 4,030,022

ASOS PLC (a)

152,776

13,889,291

Aveva Group PLC

179,175

7,429,299

Bond International Software PLC

843,266

1,270,967

Brammer PLC (d)

1,302,600

10,108,770

Brewin Dolphin Holding PLC

980,163

4,463,325

Cineworld Group PLC

187,861

1,116,760

Close Brothers Group PLC

347,270

7,043,681

Countrywide PLC

778,100

6,961,639

Craneware PLC

813,500

6,091,389

Devro PLC

103,098

522,867

Dicom Group PLC (a)

1,215,200

7,384,632

Foxtons Group PLC

1,383,300

7,069,822

Hunting PLC

352,500

5,041,571

IG Group Holdings PLC

1,188,002

11,686,208

Innovation Group PLC (a)(d)

9,382,600

4,776,489

International Personal Finance PLC

870,900

8,064,216

John Wood Group PLC

470,700

6,128,330

Johnson Matthey PLC

106,195

5,115,003

Keronite PLC (a)(g)

13,620,267

218

Lombard Medical Technologies PLC (a)

1,260,400

4,132,792

Moneysupermarket.com Group PLC

4,001,600

9,842,398

Mothercare PLC (a)(d)

578,200

3,550,739

Ocado Group PLC (a)

913,800

6,358,911

Perform Group PLC (a)

701,700

6,300,592

Petroceltic International PLC (a)

1,117,274

2,543,841

Pureprofile Media PLC (a)(g)

1,108,572

622,120

Regenersis PLC

1,231,800

5,075,925

Rockhopper Exploration PLC (a)(d)

1,084,100

2,516,111

Salamander Energy PLC (a)

632,400

1,087,504

Serco Group PLC

683,068

6,100,438

Silverdell PLC

12,644,400

1,550,963

Sinclair Pharma PLC (a)(d)

8,403,003

4,311,480

Sphere Medical Holding PLC (a)

817,054

373,368

Sthree PLC

1,060,309

6,111,858

Synergy Health PLC

353,353

5,875,292

Ted Baker PLC

343,975

9,414,609

TMO Renewables Ltd. (a)(g)

1,000,000

64,136

Travis Perkins PLC

189,500

5,639,350

Tungsten Corp. PLC

1,150,600

4,137,126

Wolfson Microelectronics PLC (a)

1,463,200

3,296,263

TOTAL UNITED KINGDOM

207,100,315

Common Stocks - continued

Shares

Value

United States of America - 0.1%

CTC Media, Inc.

4,300

$ 54,352

GI Dynamics, Inc. CDI (a)

1,286,187

972,512

Mudalla Technology, Inc. (Reg. S) (a)

996,527

16

YOU On Demand Holdings, Inc. (a)

114,474

203,764

YOU On Demand Holdings, Inc. warrants 8/30/17 (a)

27,500

0

TOTAL UNITED STATES OF AMERICA

1,230,644

TOTAL COMMON STOCKS

(Cost $829,518,560)


1,075,193,160

Nonconvertible Preferred Stocks - 0.7%

 

 

 

 

Brazil - 0.7%

Alpargatas Sa (PN)
(Cost $7,863,928)

1,125,920


7,790,269

Convertible Bonds - 0.2%

 

Principal Amount

 

Canada - 0.2%

Caracal Energy, Inc. 12% 9/30/17 (g)
(Cost $1,400,000)

$ 1,400,000


1,775,964

Money Market Funds - 8.3%

Shares

 

Fidelity Cash Central Fund, 0.09% (b)

72,010,764

72,010,764

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

23,742,135

23,742,135

TOTAL MONEY MARKET FUNDS

(Cost $95,752,899)


95,752,899

TOTAL INVESTMENT PORTFOLIO - 102.8%

(Cost $934,535,387)

1,180,512,292

NET OTHER ASSETS (LIABILITIES) - (2.8)%

(32,073,166)

NET ASSETS - 100%

$ 1,148,439,126

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 $4,160,064 or 0.4% of net assets.

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $2,462,486 or 0.2% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

AirSea Lines

8/4/06

$ 1,199,182

Caracal Energy, Inc. 12% 9/30/17

9/12/12

$ 1,400,000

Kalahari Energy

9/1/06

$ 1,813,750

Keronite PLC

8/16/06

$ 1,548,992

Pureprofile Media PLC

5/3/05 - 1/11/06

$ 1,173,341

Rock Well Petroleum, Inc.

4/13/06

$ 1,004,171

TMO Renewables Ltd.

10/27/05

$ 535,065

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

$ 46,779

Fidelity Securities Lending Cash Central Fund

663,324

Total

$ 710,103

Other Affiliated Issuers

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

Affiliate

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Pertama Holdings Ltd.

$ 9,679,226

$ -

$ -

$ 380,584

$ 12,066,495

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

$ 260,457,290

$ 175,431,185

$ 79,385,857

$ 5,640,248

Consumer Staples

35,660,497

13,839,428

21,821,069

-

Energy

55,836,047

54,909,468

926,557

22

Financials

202,565,947

125,742,740

74,368,290

2,454,917

Health Care

96,487,666

72,296,566

24,126,964

64,136

Industrials

185,406,536

143,921,432

39,788,645

1,696,459

Information Technology

162,730,680

134,837,106

27,243,903

649,671

Materials

56,242,264

47,559,887

8,117,917

564,460

Telecommunication Services

5,344,063

4,602,984

741,079

-

Utilities

22,252,439

2,011,622

20,240,817

-

Corporate Bonds

1,775,964

-

1,775,964

-

Money Market Funds

95,752,899

95,752,899

-

-

Total Investments in Securities:

$ 1,180,512,292

$ 870,905,317

$ 298,537,062

$ 11,069,913

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

$ 93,219,288

Level 2 to Level 1

$ 85,883

Valuation Inputs at Reporting Date:

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

Investments in Securities:

Beginning Balance

$ 17,107,640

Net Realized Gain (Loss) on Investment Securities

1,980,820

Net Unrealized Gain (Loss) on Investment Securities

(322,938)

Cost of Purchases

1,698,025

Proceeds of Sales

(7,832,736)

Amortization/Accretion

-

Transfers into Level 3

9,518,328

Transfers out of Level 3

(11,079,226)

Ending Balance

$ 11,069,913

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2013

$ 715,199

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

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $21,984,564) - See accompanying schedule:

Unaffiliated issuers (cost $832,370,202)

$ 1,072,692,898

 

Fidelity Central Funds (cost $95,752,899)

95,752,899

 

Other affiliated issuers (cost $6,412,286)

12,066,495

 

Total Investments (cost $934,535,387)

 

$ 1,180,512,292

Cash

 

4,686

Foreign currency held at value (cost $22,233)

22,233

Receivable for investments sold

1,202,840

Receivable for fund shares sold

2,252,442

Dividends receivable

1,689,783

Interest receivable

190,702

Distributions receivable from Fidelity Central Funds

43,612

Prepaid expenses

3,042

Other receivables

40,069

Total assets

1,185,961,701

 

 

 

Liabilities

Payable for investments purchased

$ 11,458,863

Payable for fund shares redeemed

1,058,399

Accrued management fee

834,071

Distribution and service plan fees payable

21,407

Other affiliated payables

245,715

Other payables and accrued expenses

161,985

Collateral on securities loaned, at value

23,742,135

Total liabilities

37,522,575

 

 

 

Net Assets

$ 1,148,439,126

Net Assets consist of:

 

Paid in capital

$ 940,719,067

Undistributed net investment income

4,006,124

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

(42,239,141)

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

245,953,076

Net Assets

$ 1,148,439,126

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

  

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($24,020,321 ÷ 912,078 shares)

$ 26.34

 

 

 

Maximum offering price per share (100/94.25 of $26.34)

$ 27.95

Class T:
Net Asset Value
and redemption price per share ($13,530,248 ÷ 516,960 shares)

$ 26.17

 

 

 

Maximum offering price per share (100/96.50 of $26.17)

$ 27.12

Class B:
Net Asset Value
and offering price per share ($794,911 ÷ 30,729 shares)A

$ 25.87

 

 

 

Class C:
Net Asset Value
and offering price per share ($13,426,348 ÷ 522,739 shares)A

$ 25.68

 

 

 

International Small Cap:
Net Asset Value
, offering price and redemption price per share ($1,029,629,175 ÷ 38,611,059 shares)

$ 26.67

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($67,038,123 ÷ 2,513,397 shares)

$ 26.67

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

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

Annual Report

Statement of Operations

  

Year ended October 31, 2013

 

  

  

Investment Income

  

  

Dividends (including $380,584 earned from other affiliated issuers)

 

$ 15,849,730

Interest

 

168,107

Income from Fidelity Central Funds

 

710,103

Income before foreign taxes withheld

 

16,727,940

Less foreign taxes withheld

 

(804,542)

Total income

 

15,923,398

 

 

 

Expenses

Management fee
Basic fee

$ 7,352,833

Performance adjustment

929,023

Transfer agent fees

2,205,642

Distribution and service plan fees

192,174

Accounting and security lending fees

417,104

Custodian fees and expenses

278,409

Independent trustees' compensation

4,726

Registration fees

90,493

Audit

152,551

Legal

2,053

Miscellaneous

6,690

Total expenses before reductions

11,631,698

Expense reductions

(142,371)

11,489,327

Net investment income (loss)

4,434,071

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

66,377,894

Foreign currency transactions

(228,900)

Futures contracts

(80,042)

Total net realized gain (loss)

 

66,068,952

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $185,408)

198,876,160

Assets and liabilities in foreign currencies

(867)

Total change in net unrealized appreciation (depreciation)

 

198,875,293

Net gain (loss)

264,944,245

Net increase (decrease) in net assets resulting from operations

$ 269,378,316

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

  

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 4,434,071

$ 4,511,101

Net realized gain (loss)

66,068,952

(4,142,955)

Change in net unrealized appreciation (depreciation)

198,875,293

42,574,576

Net increase (decrease) in net assets resulting
from operations

269,378,316

42,942,722

Distributions to shareholders from net investment income

(4,769,550)

(8,016,423)

Distributions to shareholders from net realized gain

(11,754,787)

(12,577,679)

Total distributions

(16,524,337)

(20,594,102)

Share transactions - net increase (decrease)

162,217,941

(204,187,386)

Redemption fees

119,206

102,611

Total increase (decrease) in net assets

415,191,126

(181,736,155)

 

 

 

Net Assets

Beginning of period

733,248,000

914,984,155

End of period (including undistributed net investment income of $4,006,124 and undistributed net investment income of $4,511,102, respectively)

$ 1,148,439,126

$ 733,248,000

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.74

$ 18.97

$ 20.42

$ 17.28

$ 11.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .06

  .06

  .10

  .03

  .06

Net realized and unrealized gain (loss)

  6.94

  1.09

  (.88)

  3.51

  5.31

Total from investment operations

  7.00

  1.15

  (.78)

  3.54

  5.37

Distributions from net investment income

  (.07)

  (.11)

  (.02)

  (.06)

  -

Distributions from net realized gain

  (.33)

  (.27)

  (.66)

  (.34)

  -

Total distributions

  (.40)

  (.38)

  (.68)

  (.40)

  -

Redemption fees added to paid in capital C

  - G

  - G

  .01

  - G

  - G

Net asset value, end of period

$ 26.34

$ 19.74

$ 18.97

$ 20.42

$ 17.28

Total Return A, B

  36.18%

  6.28%

  (4.00)%

  20.85%

  45.09%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.61%

  1.63%

  1.56%

  1.71%

  1.75%

Expenses net of fee waivers, if any

  1.61%

  1.63%

  1.55%

  1.65%

  1.65%

Expenses net of all reductions

  1.60%

  1.60%

  1.54%

  1.63%

  1.62%

Net investment income (loss)

  .25%

  .32%

  .49%

  .16%

  .41%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 24,020

$ 14,125

$ 17,185

$ 19,720

$ 17,590

Portfolio turnover rate E

  54%

  68%

  47%

  66%

  81%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.59

$ 18.80

$ 20.23

$ 17.14

$ 11.84

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  - G

  .01

  .05

  (.02)

  .02

Net realized and unrealized gain (loss)

  6.90

  1.08

  (.86)

  3.47

  5.28

Total from investment operations

  6.90

  1.09

  (.81)

  3.45

  5.30

Distributions from net investment income

  -

  (.03)

  -

  (.02)

  -

Distributions from net realized gain

  (.32)

  (.27)

  (.63)

  (.34)

  -

Total distributions

  (.32)

  (.30)

  (.63)

  (.36)

  -

Redemption fees added to paid in capital C

  - G

  - G

  .01

  - G

  - G

Net asset value, end of period

$ 26.17

$ 19.59

$ 18.80

$ 20.23

$ 17.14

Total Return A, B

  35.80%

  5.97%

  (4.18)%

  20.46%

  44.76%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.87%

  1.88%

  1.82%

  1.97%

  2.00%

Expenses net of fee waivers, if any

  1.87%

  1.88%

  1.81%

  1.90%

  1.90%

Expenses net of all reductions

  1.85%

  1.85%

  1.79%

  1.88%

  1.86%

Net investment income (loss)

  (.01)%

  .07%

  .24%

  (.09)%

  .16%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 13,530

$ 9,262

$ 13,744

$ 16,092

$ 15,760

Portfolio turnover rate E

  54%

  68%

  47%

  66%

  81%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class B

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.22

$ 18.38

$ 19.79

$ 16.78

$ 11.65

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.11)

  (.08)

  (.05)

  (.10)

  (.04)

Net realized and unrealized gain (loss)

  6.84

  1.07

  (.85)

  3.39

  5.17

Total from investment operations

  6.73

  .99

  (.90)

  3.29

  5.13

Distributions from net realized gain

  (.08)

  (.15)

  (.52)

  (.28)

  -

Redemption fees added to paid in capital C

  - G

  - G

  .01

  - G

  - G

Net asset value, end of period

$ 25.87

$ 19.22

$ 18.38

$ 19.79

$ 16.78

Total Return A, B

  35.14%

  5.45%

  (4.68)%

  19.90%

  44.03%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.37%

  2.38%

  2.32%

  2.47%

  2.49%

Expenses net of fee waivers, if any

  2.36%

  2.38%

  2.30%

  2.40%

  2.40%

Expenses net of all reductions

  2.35%

  2.35%

  2.29%

  2.38%

  2.36%

Net investment income (loss)

  (.51)%

  (.43)%

  (.26)%

  (.59)%

  (.33)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 795

$ 790

$ 2,067

$ 3,457

$ 3,601

Portfolio turnover rate E

  54%

  68%

  47%

  66%

  81%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.18

$ 18.38

$ 19.85

$ 16.85

$ 11.70

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.11)

  (.08)

  (.04)

  (.10)

  (.04)

Net realized and unrealized gain (loss)

  6.79

  1.07

  (.85)

  3.40

  5.19

Total from investment operations

  6.68

  .99

  (.89)

  3.30

  5.15

Distributions from net realized gain

  (.18)

  (.19)

  (.59)

  (.30)

  -

Redemption fees added to paid in capital C

  - G

  - G

  .01

  - G

  - G

Net asset value, end of period

$ 25.68

$ 19.18

$ 18.38

$ 19.85

$ 16.85

Total Return A, B

  35.15%

  5.46%

  (4.64)%

  19.86%

  44.02%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.33%

  2.38%

  2.27%

  2.42%

  2.49%

Expenses net of fee waivers, if any

  2.33%

  2.38%

  2.26%

  2.40%

  2.40%

Expenses net of all reductions

  2.32%

  2.35%

  2.24%

  2.37%

  2.36%

Net investment income (loss)

  (.47)%

  (.43)%

  (.21)%

  (.59)%

  (.33)%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 13,426

$ 6,799

$ 9,545

$ 13,501

$ 5,814

Portfolio turnover rate E

  54%

  68%

  47%

  66%

  81%

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

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

C Calculated based on average shares outstanding during the period.

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

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

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - International Small Cap

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.99

$ 19.23

$ 20.66

$ 17.48

$ 12.03

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .12

  .11

  .17

  .07

  .08

Net realized and unrealized gain (loss)

  7.02

  1.10

  (.89)

  3.53

  5.37

Total from investment operations

  7.14

  1.21

  (.72)

  3.60

  5.45

Distributions from net investment income

  (.14)

  (.18)

  (.06)

  (.08)

  -

Distributions from net realized gain

  (.33)

  (.27)

  (.66)

  (.34)

  -

Total distributions

  (.46) G

  (.45)

  (.72)

  (.42)

  -

Redemption fees added to paid in capital B

  - F

  - F

  .01

  - F

  - F

Net asset value, end of period

$ 26.67

$ 19.99

$ 19.23

$ 20.66

$ 17.48

Total Return A

  36.56%

  6.55%

  (3.65)%

  21.02%

  45.30%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.33%

  1.35%

  1.26%

  1.44%

  1.48%

Expenses net of fee waivers, if any

  1.32%

  1.35%

  1.25%

  1.44%

  1.48%

Expenses net of all reductions

  1.31%

  1.33%

  1.23%

  1.42%

  1.44%

Net investment income (loss)

  .53%

  .59%

  .80%

  .37%

  .58%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,029,629

$ 692,769

$ 856,692

$ 808,478

$ 669,035

Portfolio turnover rate D

  54%

  68%

  47%

  66%

  81%

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 $.46 per share is comprised of distributions from net investment income of $.136 and distributions from net realized gain of $.327 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 20.00

$ 19.24

$ 20.66

$ 17.47

$ 12.01

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .16

  .13

  .18

  .09

  .09

Net realized and unrealized gain (loss)

  7.00

  1.10

  (.89)

  3.53

  5.37

Total from investment operations

  7.16

  1.23

  (.71)

  3.62

  5.46

Distributions from net investment income

  (.16)

  (.20)

  (.06)

  (.09)

  -

Distributions from net realized gain

  (.33)

  (.27)

  (.66)

  (.34)

  -

Total distributions

  (.49)

  (.47)

  (.72)

  (.43)

  -

Redemption fees added to paid in capital B

  - F

  - F

  .01

  - F

  - F

Net asset value, end of period

$ 26.67

$ 20.00

$ 19.24

$ 20.66

$ 17.47

Total Return A

  36.68%

  6.65%

  (3.62)%

  21.15%

  45.46%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.20%

  1.25%

  1.22%

  1.34%

  1.45%

Expenses net of fee waivers, if any

  1.20%

  1.25%

  1.21%

  1.34%

  1.40%

Expenses net of all reductions

  1.18%

  1.22%

  1.19%

  1.31%

  1.37%

Net investment income (loss)

  .66%

  .70%

  .84%

  .47%

  .66%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 67,038

$ 9,503

$ 15,752

$ 8,231

$ 2,696

Portfolio turnover rate D

  54%

  68%

  47%

  66%

  81%

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

B Calculated based on average shares outstanding during the period.

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

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

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

F Amount represents less than $.01 per share.

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

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity International Small Cap Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, International Small Cap and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. 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. 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

Annual Report

3. Significant Accounting Policies - continued

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2013, including information on transfers between Levels 1 and 2, as well as a roll forward of Level 3 investments, 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. Dividend income is recorded on the ex-dividend date, except for certain dividends

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation

$ 278,457,935

Gross unrealized depreciation

(70,365,537)

Net unrealized appreciation (depreciation) on securities and other investments

$ 208,092,398

 

 

Tax Cost

$ 972,419,894

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

Undistributed ordinary income

$ 30,190,846

Capital loss carryforward

$ (30,539,357)

Net unrealized appreciation (depreciation)

$ 208,068,569

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

$ (30,539,357)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 16,524,337

$ 20,594,102

Annual Report

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 2.00% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

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

New Accounting Pronouncement. 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.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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.

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.

During the period the Fund recognized net realized gain (loss) of $(80,042) related to its investment in futures contracts. This amount is included in the Statement of Operations.

Annual Report

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $556,944,991 and $443,858,751, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .60% of the Fund's average net assets and an annualized group fee rate that averaged .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 International Small Cap 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 .96% 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%

$ 42,679

$ 1,371

Class T

.25%

.25%

51,556

91

Class B

.75%

.25%

7,500

5,677

Class C

.75%

.25%

90,439

12,749

 

 

 

$ 192,174

$ 19,888

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

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

$ 13,853

Class T

2,743

Class B*

143

Class C*

1,699

 

$ 18,438

* 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

$ 50,833

.30

Class T

31,476

.30

Class B

2,235

.30

Class C

24,673

.27

International Small Cap

2,068,757

.26

Institutional Class

27,668

.13

 

$ 2,205,642

 

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

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. 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 $510 for the period.

Other. During the period, FMR reimbursed the Fund for certain losses in the amount of $80,334.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,779 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. The value of securities loaned to FCM at period end was $73,568. 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 $663,324, including $3,759 from securities loaned to FCM.

Annual Report

Notes to Financial Statements - continued

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 $113,128 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $29,243.

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

$ 53,369

$ 98,060

Class T

-

18,440

International Small Cap

4,638,246

7,747,338

Institutional Class

77,935

152,585

Total

$ 4,769,550

$ 8,016,423

From net realized gain

 

 

Class A

$ 235,834

$ 246,964

Class T

146,972

172,958

Class B

3,106

15,448

Class C

61,233

91,928

International Small Cap

11,152,248

11,838,630

Institutional Class

155,394

211,751

Total

$ 11,754,787

$ 12,577,679

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

398,633

190,464

$ 9,321,444

$ 3,581,689

Reinvestment of distributions

13,843

18,159

269,801

323,949

Shares redeemed

(215,812)

(398,912)

(4,750,681)

(7,484,565)

Net increase (decrease)

196,664

(190,289)

$ 4,840,564

$ (3,578,927)

Class T

 

 

 

 

Shares sold

141,247

67,193

$ 3,379,516

$ 1,245,760

Reinvestment of distributions

7,380

10,478

143,239

185,991

Shares redeemed

(104,387)

(336,074)

(2,281,922)

(6,220,818)

Net increase (decrease)

44,240

(258,403)

$ 1,240,833

$ (4,789,067)

Annual Report

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Class B

 

 

 

 

Shares sold

4,525

1,171

$ 108,233

$ 21,568

Reinvestment of distributions

157

825

3,023

14,430

Shares redeemed

(15,050)

(73,396)

(330,538)

(1,354,968)

Net increase (decrease)

(10,368)

(71,400)

$ (219,282)

$ (1,318,970)

Class C

 

 

 

 

Shares sold

275,046

95,047

$ 6,270,694

$ 1,772,779

Reinvestment of distributions

2,855

4,830

54,609

84,289

Shares redeemed

(109,571)

(264,717)

(2,419,306)

(4,745,500)

Net increase (decrease)

168,330

(164,840)

$ 3,905,997

$ (2,888,432)

International Small Cap

 

 

 

 

Shares sold

11,248,438

4,700,621

$ 266,912,412

$ 88,441,440

Reinvestment of distributions

770,505

1,033,828

15,163,539

18,629,579

Shares redeemed

(8,061,607)

(15,631,544)

(180,218,306)

(292,428,231)

Net increase (decrease)

3,957,336

(9,897,095)

$ 101,857,645

$ (185,357,212)

Institutional Class

 

 

 

 

Shares sold

2,333,500

199,584

$ 57,218,863

$ 3,790,776

Reinvestment of distributions

8,409

15,793

165,323

284,438

Shares redeemed

(303,629)

(559,093)

(6,792,002)

(10,329,992)

Net increase (decrease)

2,038,280

(343,716)

$ 50,592,184

$ (6,254,778)

12. Other.

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

At the end of the period, FMR or its affiliates were the owners of record of 13% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Fidelity International Small Cap Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 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 Small Cap 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.

Annual Report

Trustees and Officers - continued

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

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

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

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

Annual Report

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 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 Advisor International Small Cap Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/09/13

12/06/13

$0.128

$0.597

Institutional Class designates 50% of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

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

 

Pay Date

Income

Taxes

Institutional Class

12/10/12

$0.2610

$0.0142

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 International Small Cap Fund

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

The Board meets regularly and, at each of its meetings, 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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Small Cap Fund

sci1522962

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 is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing 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 19% means that 81% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to 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 International Small Cap Fund

sci1522964

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the fund's management fee 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 C, Institutional Class, and the retail class ranked below its competitive median for 2012, the total expense ratio of Class B ranked equal to its competitive median for 2012, and the total expense ratio of Class T 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.

Annual Report

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and 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.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

Annual Report

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (UK) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

(Fidelity Investment logo)(registered trademark)

AISCI-UANN-1213
1.793572.110

Fidelity®

International Small Cap Opportunities

Fund

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 1-800-544-8544 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.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Life of fund A

Fidelity® International Small Cap Opportunities Fund

28.24%

18.61%

6.35%

A From August 2, 2005

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® International Small Cap Opportunities Fund, a class of the fund, on August 2, 2005, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Small Cap Index performed over the same period.

ils1691151

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 Jed Weiss, Portfolio Manager of Fidelity® International Small Cap Opportunities Fund: For the year, the fund's Retail Class shares gained 28.24%, trailing the 32.33% increase in the MSCI® EAFE® Small Cap Index. Europe was a detractor, as poor stock picking in the region weighed on the fund's result. The fund also had a moderate cash position, which hurt performance in an up market. Further, stock picking in Canada was a negative, with out-of-index mining-related companies Eldorado Gold, Copper Mountain Mining and Agnico Eagle Mines hurting results. I ultimately sold all three stocks, none of which were in the benchmark. Emerging markets, especially South African drug store chain Clicks Group, posed an additional challenge. On the positive side, the fund was significantly helped by a large underweighting in the Asia-Pacific ex Japan region, especially Australia, which included a large number of poor-performing mining companies that I chose to avoid. The fund's out-of-benchmark U.S. holdings also helped. The vast majority of these investments were in companies that do all or most of their business abroad but that happen to be domiciled stateside. Of final note, stock picking in Japan proved very helpful in relative terms, with investment bank Nihon M&A Center producing an outsized contribution.

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

Annual Report


Shareholder Expense Example

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

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

Annual Report

Shareholder Expense Example - continued

 

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

1.65%

 

 

 

Actual

 

$ 1,000.00

$ 1,093.50

$ 8.71

Hypothetical A

 

$ 1,000.00

$ 1,016.89

$ 8.39

Class T

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,091.80

$ 10.02

Hypothetical A

 

$ 1,000.00

$ 1,015.63

$ 9.65

Class B

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,089.20

$ 12.64

Hypothetical A

 

$ 1,000.00

$ 1,013.11

$ 12.18

Class C

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,089.40

$ 12.64

Hypothetical A

 

$ 1,000.00

$ 1,013.11

$ 12.18

International Small Cap Opportunities

1.39%

 

 

 

Actual

 

$ 1,000.00

$ 1,095.10

$ 7.34

Hypothetical A

 

$ 1,000.00

$ 1,018.20

$ 7.07

Institutional Class

1.36%

 

 

 

Actual

 

$ 1,000.00

$ 1,095.00

$ 7.18

Hypothetical A

 

$ 1,000.00

$ 1,018.35

$ 6.92

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


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

ils1691153

Japan 26.1%

 

ils1691155

United Kingdom 19.3%

 

ils1691157

United States of America* 14.6%

 

ils1691159

Germany 5.1%

 

ils1691161

Italy 3.5%

 

ils1691163

Netherlands 3.5%

 

ils1691165

France 2.4%

 

ils1691167

Sweden 2.1%

 

ils1691169

Ireland 2.0%

 

ils1691171

Other 21.4%

 

ils1691173

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

* Includes Short-Term Investments and Net Other Assets (Liabilities).

As of April 30, 2013

ils1691153

Japan 24.9%

 

ils1691155

United Kingdom 17.9%

 

ils1691157

United States of America* 16.9%

 

ils1691159

Germany 4.0%

 

ils1691161

Turkey 3.7%

 

ils1691163

Netherlands 3.0%

 

ils1691165

Italy 2.6%

 

ils1691167

France 2.6%

 

ils1691169

Sweden 2.4%

 

ils1691171

Other 22.0%

 

ils1691185

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

* Includes Short-Term Investments and Net Other Assets (Liabilities).

Asset Allocation as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

97.6

95.6

Short-Term Investments and Net Other Assets (Liabilities)

2.4

4.4

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

USS Co. Ltd. (Japan, Specialty Retail)

2.3

2.1

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

1.9

2.0

Aalberts Industries NV (Netherlands, Machinery)

1.6

1.1

Spirax-Sarco Engineering PLC (United Kingdom, Machinery)

1.5

1.4

CTS Eventim AG (Germany, Media)

1.4

1.2

Interpump Group SpA (Italy, Machinery)

1.4

1.1

Azimut Holding SpA (Italy, Capital Markets)

1.4

1.0

Intrum Justitia AB (Sweden, Commercial Services & Supplies)

1.4

1.4

Unite Group PLC (United Kingdom, Real Estate Management & Development)

1.3

1.2

Spectris PLC (United Kingdom, Electronic Equipment & Components)

1.3

1.0

 

15.5

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Industrials

24.1

23.7

Consumer Discretionary

18.5

19.3

Financials

18.5

16.7

Consumer Staples

10.4

10.6

Materials

9.8

9.4

Information Technology

7.0

7.2

Health Care

6.0

5.2

Energy

3.3

3.5

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 96.8%

Shares

Value

Australia - 1.6%

Imdex Ltd.

1,328,443

$ 904,016

Ramsay Health Care Ltd.

79,365

2,910,459

RCG Corp. Ltd.

2,789,963

1,951,331

Sydney Airport unit

790,959

3,132,339

TOTAL AUSTRALIA

8,898,145

Austria - 1.7%

Andritz AG

104,700

6,449,637

Zumtobel AG

164,181

2,934,699

TOTAL AUSTRIA

9,384,336

Bailiwick of Jersey - 1.2%

Informa PLC

779,140

6,989,683

Belgium - 1.9%

Gimv NV

71,688

3,630,573

KBC Ancora (a)

137,238

4,470,174

Umicore SA

56,570

2,698,646

TOTAL BELGIUM

10,799,393

Bermuda - 0.4%

Lazard Ltd. Class A

58,699

2,268,716

Brazil - 0.2%

Arezzo Industria e Comercio SA

84,300

1,260,624

British Virgin Islands - 0.3%

Gem Diamonds Ltd. (a)

636,898

1,628,818

Canada - 1.6%

Pason Systems, Inc.

243,700

5,064,959

ShawCor Ltd. Class A

62,500

2,627,320

TAG Oil Ltd. (a)(e)

289,400

1,176,863

TOTAL CANADA

8,869,142

Denmark - 1.4%

Jyske Bank A/S (Reg.) (a)

66,327

3,744,232

Spar Nord Bank A/S (a)

457,069

4,077,073

TOTAL DENMARK

7,821,305

Finland - 1.5%

Nokian Tyres PLC

92,000

4,655,508

Tikkurila Oyj

148,220

3,841,781

TOTAL FINLAND

8,497,289

Common Stocks - continued

Shares

Value

France - 2.4%

Laurent-Perrier Group SA

27,463

$ 2,565,780

Remy Cointreau SA

30,773

3,036,719

Saft Groupe SA

89,475

2,840,312

Vetoquinol SA

55,184

2,196,833

Virbac SA

15,500

3,117,835

TOTAL FRANCE

13,757,479

Germany - 4.5%

alstria office REIT-AG

200,000

2,535,734

Bilfinger Berger AG

49,266

5,469,670

CompuGROUP Holding AG (d)

178,878

4,661,920

CTS Eventim AG

167,545

8,178,058

Fielmann AG

39,837

4,456,908

TOTAL GERMANY

25,302,290

Greece - 0.7%

Titan Cement Co. SA (Reg.) (a)

138,880

3,790,143

India - 0.6%

Jyothy Laboratories Ltd. (a)

1,106,018

3,325,736

Ireland - 2.0%

FBD Holdings PLC

219,528

4,739,220

James Hardie Industries PLC:

CDI

151,916

1,569,367

sponsored ADR

100,715

5,245,237

TOTAL IRELAND

11,553,824

Israel - 1.2%

Azrieli Group

96,005

3,087,406

Ituran Location & Control Ltd.

97,286

1,780,334

Strauss Group Ltd.

96,744

1,708,675

TOTAL ISRAEL

6,576,415

Italy - 3.5%

Azimut Holding SpA

308,873

7,846,456

Beni Stabili SpA SIIQ

5,953,083

4,089,896

Interpump Group SpA

711,143

7,917,546

TOTAL ITALY

19,853,898

Japan - 26.1%

Air Water, Inc.

101,000

1,443,722

Anicom Holdings, Inc. (a)(d)

56,400

668,360

Aozora Bank Ltd.

1,875,000

5,450,690

Common Stocks - continued

Shares

Value

Japan - continued

ARNEST ONE Corp. (d)

90,000

$ 2,467,609

Artnature, Inc.

74,200

1,583,730

Asahi Co. Ltd.

148,100

2,510,464

Autobacs Seven Co. Ltd.

275,800

4,021,296

Azbil Corp.

174,800

4,211,741

Coca-Cola Central Japan Co. Ltd.

139,000

2,461,779

Cosmos Pharmaceutical Corp.

29,100

3,545,271

Daikokutenbussan Co. Ltd.

168,700

5,062,340

FCC Co. Ltd.

267,800

6,117,869

GCA Savvian Group Corp.

155,600

1,715,286

Glory Ltd.

74,200

1,839,930

Goldcrest Co. Ltd.

244,630

6,544,798

Hajime Construction Co. Ltd.

16,300

1,123,909

Harmonic Drive Systems, Inc.

121,400

2,613,511

Iwatsuka Confectionary Co. Ltd.

48,400

2,496,259

Kamigumi Co. Ltd.

217,000

1,887,545

Kobayashi Pharmaceutical Co. Ltd.

59,900

3,353,863

Kyoto Kimono Yuzen Co. Ltd.

83,300

875,376

Lasertec Corp. (a)

199,800

2,064,120

Meiko Network Japan Co. Ltd.

112,600

1,299,874

Miraial Co. Ltd.

69,800

1,132,218

Nabtesco Corp.

124,900

3,048,499

Nagaileben Co. Ltd.

205,900

3,397,806

Nihon M&A Center, Inc.

82,700

6,378,286

Nihon Parkerizing Co. Ltd.

267,000

5,215,861

Nippon Seiki Co. Ltd.

218,000

3,554,253

Nippon Thompson Co. Ltd.

47,000

255,804

NS Tool Co. Ltd.

17,800

303,184

Obic Co. Ltd.

144,900

4,550,248

OSG Corp.

394,200

6,376,834

San-Ai Oil Co. Ltd.

32,000

138,202

Seven Bank Ltd.

1,860,000

6,583,016

SHO-BOND Holdings Co. Ltd.

134,400

6,293,595

Shoei Co. Ltd.

233,800

2,196,588

Software Service, Inc.

43,100

1,620,489

Techno Medica Co. Ltd.

65,900

1,435,105

The Nippon Synthetic Chemical Industry Co. Ltd.

472,000

4,550,686

Tocalo Co. Ltd.

112,400

1,840,264

Tsutsumi Jewelry Co. Ltd.

81,000

1,973,613

USS Co. Ltd.

868,600

12,720,209

Common Stocks - continued

Shares

Value

Japan - continued

Workman Co. Ltd.

43,400

$ 1,700,821

Yamato Kogyo Co. Ltd.

182,500

6,764,217

TOTAL JAPAN

147,389,140

Korea (South) - 1.0%

Coway Co. Ltd.

95,705

5,464,835

Mexico - 0.4%

Consorcio ARA S.A.B. de CV (a)

5,696,218

2,226,577

Netherlands - 3.5%

Aalberts Industries NV

291,901

8,735,082

ASM International NV (depositary receipt)

75,900

2,506,218

Heijmans NV (Certificaten Van Aandelen)

319,533

4,251,256

VastNed Retail NV

90,134

4,167,632

TOTAL NETHERLANDS

19,660,188

Philippines - 0.4%

Jollibee Food Corp.

566,420

2,325,186

Portugal - 0.4%

Jeronimo Martins SGPS SA

128,900

2,381,940

South Africa - 1.6%

Clicks Group Ltd.

957,241

5,964,430

Nampak Ltd.

997,000

3,297,263

TOTAL SOUTH AFRICA

9,261,693

Spain - 1.1%

Grifols SA

54,232

2,224,100

Prosegur Compania de Seguridad SA (Reg.)

717,890

4,269,252

TOTAL SPAIN

6,493,352

Sweden - 2.1%

Fagerhult AB

137,487

4,222,176

Intrum Justitia AB

286,334

7,622,258

TOTAL SWEDEN

11,844,434

Switzerland - 0.4%

Zehnder Group AG

42,336

1,994,670

Turkey - 1.6%

Albaraka Turk Katilim Bankasi A/S (a)

3,932,046

3,506,095

Coca-Cola Icecek A/S

198,362

5,688,779

TOTAL TURKEY

9,194,874

Common Stocks - continued

Shares

Value

United Kingdom - 19.3%

Babcock International Group PLC

219,700

$ 4,491,404

Bellway PLC

258,872

6,242,733

Berendsen PLC

281,163

4,375,177

Britvic PLC

462,271

4,632,533

Dechra Pharmaceuticals PLC

342,500

3,789,235

Derwent London PLC

89,210

3,581,704

Elementis PLC

1,272,510

5,286,528

Fenner PLC

389,762

2,499,778

Great Portland Estates PLC

660,789

6,070,987

H&T Group PLC

214,353

567,094

Hilton Food Group PLC

142,800

979,972

InterContinental Hotel Group PLC ADR

130,126

3,819,198

Johnson Matthey PLC

89,175

4,295,215

Meggitt PLC

563,614

5,173,675

Persimmon PLC

191,863

3,891,559

Rotork PLC

153,400

7,041,879

Serco Group PLC

641,797

5,731,849

Shaftesbury PLC

564,273

5,374,247

Spectris PLC

196,078

7,268,731

Spirax-Sarco Engineering PLC

176,521

8,258,925

Ted Baker PLC

92,300

2,526,255

Ultra Electronics Holdings PLC

191,958

5,952,571

Unite Group PLC

1,160,870

7,370,902

TOTAL UNITED KINGDOM

109,222,151

United States of America - 12.2%

ANSYS, Inc. (a)

16,285

1,424,123

Autoliv, Inc.

58,300

5,202,109

BPZ Energy, Inc. (a)(d)

549,267

1,104,027

Broadridge Financial Solutions, Inc.

44,505

1,564,796

Dril-Quip, Inc. (a)

38,395

4,508,341

Evercore Partners, Inc. Class A

85,700

4,325,279

Greenhill & Co., Inc.

55,195

2,831,504

Kansas City Southern

17,904

2,175,694

Kennedy-Wilson Holdings, Inc.

193,329

3,874,313

Martin Marietta Materials, Inc.

41,720

4,092,315

Mohawk Industries, Inc. (a)

37,700

4,992,234

Oceaneering International, Inc.

46,102

3,959,240

PriceSmart, Inc.

95,971

10,920,540

ResMed, Inc. (d)

99,100

5,127,434

Common Stocks - continued

Shares

Value

United States of America - continued

Solera Holdings, Inc.

114,956

$ 6,462,826

SS&C Technologies Holdings, Inc. (a)

163,958

6,443,549

TOTAL UNITED STATES OF AMERICA

69,008,324

TOTAL COMMON STOCKS

(Cost $404,246,204)


547,044,600

Nonconvertible Preferred Stocks - 0.8%

 

 

 

 

Brazil - 0.2%

Banco ABC Brasil SA

222,389

1,368,960

Germany - 0.6%

Sartorius AG (non-vtg.)

32,579

3,436,993

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $5,148,060)


4,805,953

Money Market Funds - 4.5%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)

18,051,128

18,051,128

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

7,174,591

7,174,591

TOTAL MONEY MARKET FUNDS

(Cost $25,225,719)


25,225,719

TOTAL INVESTMENT PORTFOLIO - 102.1%

(Cost $434,619,983)

577,076,272

NET OTHER ASSETS (LIABILITIES) - (2.1)%

(12,118,320)

NET ASSETS - 100%

$ 564,957,952

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 purchased on a delayed delivery or when-issued basis.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 23,340

Fidelity Securities Lending Cash Central Fund

158,525

Total

$ 181,865

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

$ 104,744,679

$ 64,182,798

$ 36,970,363

$ 3,591,518

Consumer Staples

59,708,346

41,205,104

18,503,242

-

Energy

18,578,952

18,440,750

138,202

-

Financials

104,490,347

83,528,197

20,962,150

-

Health Care

33,918,209

27,464,809

6,453,400

-

Industrials

136,377,301

105,539,849

30,837,452

-

Information Technology

39,408,904

27,450,577

11,958,327

-

Materials

54,623,815

36,649,329

17,974,486

-

Money Market Funds

25,225,719

25,225,719

-

-

Total Investments in Securities:

$ 577,076,272

$ 429,687,132

$ 143,797,622

$ 3,591,518

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

$ 76,627,921

Level 2 to Level 1

$ 0

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $6,987,440) - See accompanying schedule:

Unaffiliated issuers (cost $409,394,264)

$ 551,850,553

 

Fidelity Central Funds (cost $25,225,719)

25,225,719

 

Total Investments (cost $434,619,983)

 

$ 577,076,272

Receivable for investments sold

4,506,670

Receivable for fund shares sold

507,688

Dividends receivable

1,303,342

Distributions receivable from Fidelity Central Funds

9,452

Prepaid expenses

1,697

Other receivables

7,965

Total assets

583,413,086

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 9,748,207

Delayed delivery

121,976

Payable for fund shares redeemed

696,646

Accrued management fee

466,893

Distribution and service plan fees payable

16,120

Other affiliated payables

129,994

Other payables and accrued expenses

100,707

Collateral on securities loaned, at value

7,174,591

Total liabilities

18,455,134

 

 

 

Net Assets

$ 564,957,952

Net Assets consist of:

 

Paid in capital

$ 731,355,395

Undistributed net investment income

3,595,468

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

(312,444,762)

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

142,451,851

Net Assets

$ 564,957,952

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

Annual Report

Statement of Assets and Liabilities - continued

  

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($22,051,924 ÷ 1,611,668 shares)

$ 13.68

 

 

 

Maximum offering price per share (100/94.25 of $13.68)

$ 14.51

Class T:
Net Asset Value
and redemption price per share ($9,634,442 ÷ 710,451 shares)

$ 13.56

 

 

 

Maximum offering price per share (100/96.50 of $13.56)

$ 14.05

Class B:
Net Asset Value
and offering price per share ($1,410,258 ÷ 105,955 shares)A

$ 13.31

 

 

 

Class C:
Net Asset Value
and offering price per share ($8,070,406 ÷ 607,758 shares)A

$ 13.28

 

 

 

 

 

 

International Small Cap Opportunities:
Net Asset Value
, offering price and redemption price per share ($518,121,061 ÷ 37,496,899 shares)

$ 13.82

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($5,669,861 ÷ 409,848 shares)

$ 13.83

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

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

Annual Report

Financial Statements - continued

Statement of Operations

  

Year ended October 31, 2013

 

  

  

Investment Income

  

  

Dividends

 

$ 10,512,209

Income from Fidelity Central Funds

 

181,865

Income before foreign taxes withheld

 

10,694,074

Less foreign taxes withheld

 

(769,601)

Total income

 

9,924,473

 

 

 

Expenses

Management fee
Basic fee

$ 3,787,691

Performance adjustment

774,974

Transfer agent fees

1,108,282

Distribution and service plan fees

181,823

Accounting and security lending fees

230,791

Custodian fees and expenses

134,829

Independent trustees' compensation

2,439

Registration fees

95,153

Audit

68,957

Legal

1,172

Miscellaneous

3,054

Total expenses before reductions

6,389,165

Expense reductions

(68,959)

6,320,206

Net investment income (loss)

3,604,267

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

37,160,055

Foreign currency transactions

(43,323)

Total net realized gain (loss)

 

37,116,732

Change in net unrealized appreciation (depreciation) on:

Investment securities

71,930,920

Assets and liabilities in foreign currencies

14,737

Total change in net unrealized appreciation (depreciation)

 

71,945,657

Net gain (loss)

109,062,389

Net increase (decrease) in net assets resulting from operations

$ 112,666,656

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)

$ 3,604,267

$ 3,779,313

Net realized gain (loss)

37,116,732

21,361,280

Change in net unrealized appreciation (depreciation)

71,945,657

17,236,425

Net increase (decrease) in net assets resulting
from operations

112,666,656

42,377,018

Distributions to shareholders from net investment income

(3,311,096)

(4,886,680)

Distributions to shareholders from net realized gain

(171,255)

(369,319)

Total distributions

(3,482,351)

(5,255,999)

Share transactions - net increase (decrease)

81,271,586

(28,976,326)

Redemption fees

56,441

64,463

Total increase (decrease) in net assets

190,512,332

8,209,156

 

 

 

Net Assets

Beginning of period

374,445,620

366,236,464

End of period (including undistributed net investment income of $3,595,468 and undistributed net investment income of $3,302,296, respectively)

$ 564,957,952

$ 374,445,620

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.78

$ 9.75

$ 9.82

$ 8.07

$ 6.24

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .07

  .08

  .15 F

  .06

  .06

Net realized and unrealized gain (loss)

  2.91

  1.07

  (.07)

  1.85

  1.77

Total from investment operations

  2.98

  1.15

  .08

  1.91

  1.83

Distributions from net investment income

  (.08)

  (.11)

  (.11)

  (.07)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.04)

  (.09)

  -

Total distributions

  (.08) I

  (.12)

  (.15)

  (.16)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.68

$ 10.78

$ 9.75

$ 9.82

$ 8.07

Total Return A, B

  27.85%

  12.00%

  .81%

  24.05%

  29.33%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.70%

  1.75%

  1.34%

  1.16%

  .94%

Expenses net of fee waivers, if any

  1.65%

  1.65%

  1.33%

  1.16%

  .94%

Expenses net of all reductions

  1.64%

  1.64%

  1.32%

  1.15%

  .89%

Net investment income (loss)

  .59%

  .85%

  1.44% F

  .74%

  1.00%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 22,052

$ 18,194

$ 18,686

$ 20,228

$ 18,883

Portfolio turnover rate E

  31%

  28%

  24%

  49%

  174%

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .80%.

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

H Amount represents less than $.01 per share.

I Total distributions of $.08 per share is comprised of distributions from net investment income of $.077 and distributions from net realized gain of $.005 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.69

$ 9.66

$ 9.72

$ 8.00

$ 6.20

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .04

  .06

  .12 F

  .04

  .05

Net realized and unrealized gain (loss)

  2.89

  1.06

  (.06)

  1.83

  1.75

Total from investment operations

  2.93

  1.12

  .06

  1.87

  1.80

Distributions from net investment income

  (.05)

  (.08)

  (.08)

  (.06)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.04)

  (.09)

  -

Total distributions

  (.06)

  (.09)

  (.12)

  (.15)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.56

$ 10.69

$ 9.66

$ 9.72

$ 8.00

Total Return A, B

  27.53%

  11.72%

  .60%

  23.65%

  29.03%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.96%

  2.02%

  1.60%

  1.43%

  1.20%

Expenses net of fee waivers, if any

  1.90%

  1.90%

  1.60%

  1.43%

  1.20%

Expenses net of all reductions

  1.89%

  1.89%

  1.59%

  1.41%

  1.15%

Net investment income (loss)

  .34%

  .60%

  1.17% F

  .48%

  .74%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,634

$ 8,169

$ 8,701

$ 11,202

$ 11,915

Portfolio turnover rate E

  31%

  28%

  24%

  49%

  174%

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .54%.

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

H Amount represents less than $.01 per share.

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.50

$ 9.48

$ 9.54

$ 7.87

$ 6.12

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.02)

  .01

  .07 F

  - H

  .02

Net realized and unrealized gain (loss)

  2.84

  1.05

  (.06)

  1.79

  1.73

Total from investment operations

  2.82

  1.06

  .01

  1.79

  1.75

Distributions from net investment income

  - H

  (.03)

  (.06)

  (.03)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.02)

  (.09)

  -

Total distributions

  (.01)

  (.04)

  (.07) I

  (.12)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.31

$ 10.50

$ 9.48

$ 9.54

$ 7.87

Total Return A, B

  26.86%

  11.21%

  .10%

  23.03%

  28.59%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.46%

  2.50%

  2.09%

  1.91%

  1.69%

Expenses net of fee waivers, if any

  2.40%

  2.40%

  2.09%

  1.91%

  1.69%

Expenses net of all reductions

  2.39%

  2.39%

  2.07%

  1.90%

  1.64%

Net investment income (loss)

  (.16)%

  .10%

  .68% F

  (.01)%

  .25%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,410

$ 1,966

$ 2,293

$ 2,902

$ 2,799

Portfolio turnover rate E

  31%

  28%

  24%

  49%

  174%

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .05%.

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

H Amount represents less than $.01 per share.

I Total distributions of $.07 per share is comprised of distributions from net investment income of $.058 and distributions from net realized gain of $.015 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.48

$ 9.47

$ 9.53

$ 7.86

$ 6.11

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.02)

  .01

  .07 F

  - H

  .02

Net realized and unrealized gain (loss)

  2.84

  1.04

  (.06)

  1.79

  1.73

Total from investment operations

  2.82

  1.05

  .01

  1.79

  1.75

Distributions from net investment income

  (.01)

  (.03)

  (.06)

  (.03)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.02)

  (.09)

  -

Total distributions

  (.02)

  (.04)

  (.07) I

  (.12)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.28

$ 10.48

$ 9.47

$ 9.53

$ 7.86

Total Return A, B

  26.91%

  11.13%

  .10%

  23.06%

  28.64%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.45%

  2.50%

  2.09%

  1.91%

  1.68%

Expenses net of fee waivers, if any

  2.40%

  2.40%

  2.09%

  1.91%

  1.68%

Expenses net of all reductions

  2.39%

  2.39%

  2.07%

  1.90%

  1.63%

Net investment income (loss)

  (.16)%

  .10%

  .68% F

  (.01)%

  .26%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,070

$ 6,608

$ 6,900

$ 8,936

$ 8,543

Portfolio turnover rate E

  31%

  28%

  24%

  49%

  174%

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .05%.

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

H Amount represents less than $.01 per share.

I Total distributions of $.07 per share is comprised of distributions from net investment income of $.058 and distributions from net realized gain of $.015 per share.

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

Annual Report

Financial Highlights - International Small Cap Opportunities

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.88

$ 9.85

$ 9.92

$ 8.14

$ 6.28

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .10

  .11

  .17 E

  .09

  .08

Net realized and unrealized gain (loss)

  2.95

  1.07

  (.06)

  1.87

  1.78

Total from investment operations

  3.05

  1.18

  .11

  1.96

  1.86

Distributions from net investment income

  (.10)

  (.14)

  (.14)

  (.09)

  - G

Distributions from net realized gain

  (.01)

  (.01)

  (.04)

  (.09)

  -

Total distributions

  (.11)

  (.15)

  (.18)

  (.18)

  - G

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.82

$ 10.88

$ 9.85

$ 9.92

$ 8.14

Total Return A

  28.24%

  12.21%

  1.10%

  24.43%

  29.68%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.39%

  1.47%

  1.08%

  .91%

  .68%

Expenses net of fee waivers, if any

  1.39%

  1.40%

  1.08%

  .91%

  .68%

Expenses net of all reductions

  1.38%

  1.39%

  1.06%

  .89%

  .64%

Net investment income (loss)

  .85%

  1.10%

  1.69% E

  1.00%

  1.25%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 518,121

$ 334,918

$ 328,262

$ 398,331

$ 329,128

Portfolio turnover rate D

  31%

  28%

  24%

  49%

  174%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.06%.

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.90

$ 9.86

$ 9.93

$ 8.14

$ 6.27

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .11

  .18 E

  .09

  .08

Net realized and unrealized gain (loss)

  2.93

  1.08

  (.06)

  1.86

  1.79

Total from investment operations

  3.04

  1.19

  .12

  1.95

  1.87

Distributions from net investment income

  (.10)

  (.14)

  (.15)

  (.07)

  - G

Distributions from net realized gain

  (.01)

  (.01)

  (.04)

  (.09)

  -

Total distributions

  (.11)

  (.15)

  (.19)

  (.16)

  - G

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.83

$ 10.90

$ 9.86

$ 9.93

$ 8.14

Total Return A

  28.11%

  12.32%

  1.13%

  24.33%

  29.87%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.38%

  1.44%

  1.03%

  .90%

  .68%

Expenses net of fee waivers, if any

  1.37%

  1.40%

  1.03%

  .90%

  .68%

Expenses net of all reductions

  1.37%

  1.39%

  1.02%

  .88%

  .64%

Net investment income (loss)

  .87%

  1.10%

  1.74% E

  1.01%

  1.25%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,670

$ 4,591

$ 1,395

$ 2,418

$ 2,022

Portfolio turnover rate D

  31%

  28%

  24%

  49%

  174%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.11%.

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

G Amount represents less than $.01 per share.

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

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity International Small Cap Opportunities Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, International Small Cap Opportunities and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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.

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation

$ 146,329,234

Gross unrealized depreciation

(9,406,877)

Net unrealized appreciation (depreciation) on securities and other investments

$ 136,922,357

 

 

Tax Cost

$ 440,153,915

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

Undistributed ordinary income

$ 6,738,514

Capital loss carryforward

$ (310,053,876)

Net unrealized appreciation (depreciation)

$ 136,917,919

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

$ (310,053,876)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 3,482,351

$ 5,255,999

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 2.00% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $214,172,612 and $131,095,474, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .60% of the Fund's average net assets and an annualized group fee rate that averaged .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 International Small Cap Opportunities 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 1.03% 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,

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 50,175

$ 829

Class T

.25%

.25%

44,164

211

Class B

.75%

.25%

16,241

12,254

Class C

.75%

.25%

71,243

5,808

 

 

 

$ 181,823

$ 19,102

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

$ 5,751

Class T

1,958

Class B*

1,016

Class C*

325

 

$ 9,050

* 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 receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 60,229

.30

Class T

27,487

.31

Class B

4,868

.30

Class C

21,409

.30

International Small Cap Opportunities

983,422

.24

Institutional Class

10,867

.23

 

$ 1,108,282

 

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 $887 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $920 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

Annual Report

7. Security Lending - continued

the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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 $158,525, including $587 from securities loaned to FCM.

8. Expense Reductions.

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

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Class A

1.65%

$ 10,041

Class T

1.90%

5,407

Class B

2.40%

1,003

Class C

2.40%

3,591

 

 

$ 20,042

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $9,498.

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 $39,394 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 $25.

Annual Report

Notes to Financial Statements - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012

From net investment income

 

 

Class A

$ 127,604

$ 208,264

Class T

40,329

69,950

Class B

540

6,357

Class C

6,860

20,258

International Small Cap Opportunities

3,098,688

4,562,121

Institutional Class

37,075

19,730

Total

$ 3,311,096

$ 4,886,680

From net realized gain

 

 

Class A

$ 8,286

$ 18,763

Class T

3,734

8,968

Class B

900

2,355

Class C

3,118

7,235

International Small Cap Opportunities

153,400

330,589

Institutional Class

1,817

1,409

Total

$ 171,255

$ 369,319

10. 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

373,515

245,367

$ 4,517,568

$ 2,443,449

Reinvestment of distributions

10,878

21,375

119,442

198,575

Shares redeemed

(460,010)

(495,775)

(5,504,745)

(4,923,741)

Net increase (decrease)

(75,617)

(229,033)

$ (867,735)

$ (2,281,717)

Class T

 

 

 

 

Shares sold

94,833

101,299

$ 1,133,727

$ 986,575

Reinvestment of distributions

3,872

8,148

42,245

75,201

Shares redeemed

(152,245)

(246,162)

(1,813,542)

(2,450,796)

Net increase (decrease)

(53,540)

(136,715)

$ (637,570)

$ (1,389,020)

Class B

 

 

 

 

Shares sold

2,465

3,884

$ 28,055

$ 38,597

Reinvestment of distributions

123

862

1,326

7,845

Shares redeemed

(83,897)

(59,335)

(970,172)

(579,917)

Net increase (decrease)

(81,309)

(54,589)

$ (940,791)

$ (533,475)

Class C

 

 

 

 

Shares sold

106,942

69,065

$ 1,277,851

$ 669,794

Reinvestment of distributions

870

2,800

9,335

25,455

Shares redeemed

(130,535)

(170,268)

(1,517,604)

(1,664,901)

Net increase (decrease)

(22,723)

(98,403)

$ (230,418)

$ (969,652)

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

International Small Cap Opportunities

 

 

 

 

Shares sold

13,306,080

5,283,408

$ 163,920,015

$ 53,067,911

Reinvestment of distributions

279,367

495,697

3,092,593

4,634,765

Shares redeemed

(6,858,430)

(8,350,807)

(83,019,406)

(84,356,251)

Net increase (decrease)

6,727,017

(2,571,702)

$ 83,993,202

$ (26,653,575)

Institutional Class

 

 

 

 

Shares sold

107,232

348,073

$ 1,308,852

$ 3,541,043

Reinvestment of distributions

3,187

1,709

35,307

15,997

Shares redeemed

(121,854)

(70,045)

(1,389,261)

(705,927)

Net increase (decrease)

(11,435)

279,737

$ (45,102)

$ 2,851,113

11. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity International Small Cap Opportunities Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity International Small Cap Opportunities Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 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 Small Cap Opportunities 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 12, 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.

Annual Report

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 1-800-544-8544.

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

 

Pay Date

Record Date

Dividends

Capital Gains

International Small Cap
Opportunities

12/09/13

12/06/13

$0.091

$0.079

International Small Cap Opportunities designates 10% of the dividends distributed in December 2012 during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

International Small Cap Opportunities designates 100% of the dividends distributed in December 2012during the fiscal year as amounts which may be taken into account as a dividends for purposes of the maximum rate under section 1(h) (11) of the Internal Revenue Code.

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

 

Pay Date

Income

Taxes

International Small Cap Opportunities

12/10/2012

0.120

0.0136

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 International Small Cap Opportunities Fund

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

The Board meets regularly and, at each of its meetings, 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, 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.

Annual Report

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 International Small Cap Opportunities Fund

ils1691187

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 is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing 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 19% means that 81% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to 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 International Small Cap Opportunities Fund

ils1691189

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.

Annual Report

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

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

The Board noted that the total expense ratio of each of Class A and the retail class ranked below its competitive median for 2012 and the total expense ratio of each of Class T, Class B, 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

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

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) ils1691191
1-800-544-5555

ils1691191
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

ILS-UANN-1213
1.815061.109

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

International Small Cap Opportunities

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

Annual Report

October 31, 2013

(Fidelity Cover Art)

Class A, Class T, Class B
and Class C are classes of
Fidelity® International
Small Cap Opportunities Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Life of
fund
A

  Class A (incl. 5.75% sales charge)

20.50%

16.90%

5.32%

  Class T (incl. 3.50% sales charge)

23.07%

17.15%

5.34%

  Class B (incl. contingent deferred sales charge) B

21.86%

17.23%

5.38%

  Class C (incl. contingent deferred sales charge) C

25.91%

17.45%

5.27%

A From August 2, 2005.

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

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

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Small Cap Opportunities Fund - Class A on August 2, 2005, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Small Cap Index performed over the same period.

ail1859986

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 Jed Weiss, Portfolio Manager of Fidelity Advisor® International Small Cap Opportunities Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned 27.85%, 27.53%, 26.86% and 26.91%, respectively (excluding sales charges), trailing the 32.33% increase in the MSCI® EAFE® Small Cap Index. Europe was a detractor, as poor stock picking in the region weighed on the fund's result. The fund also had a moderate cash position, which hurt performance in an up market. Further, stock picking in Canada was a negative, with mining-related companies Eldorado Gold, Copper Mountain Mining and Agnico Eagle Mines hurting results. I ultimately sold all three stocks, none of which were in the benchmark. Emerging markets, especially South African drug store chain Clicks Group, posed an additional challenge. On the positive side, the fund was significantly helped by a large underweighting in the Asia-Pacific ex Japan region, especially Australia, which included a large number of poor-performing mining companies that I chose to avoid. The fund's out-of-benchmark U.S. holdings also helped. The vast majority of these investments were in companies that do all or most of their business abroad but that happen to be domiciled stateside. Of final note, stock picking in Japan proved very helpful in relative terms, with investment bank Nihon M&A Center producing an outsized contribution.

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

Annual Report


Shareholder Expense Example

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

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

Annual Report

 

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

1.65%

 

 

 

Actual

 

$ 1,000.00

$ 1,093.50

$ 8.71

Hypothetical A

 

$ 1,000.00

$ 1,016.89

$ 8.39

Class T

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,091.80

$ 10.02

Hypothetical A

 

$ 1,000.00

$ 1,015.63

$ 9.65

Class B

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,089.20

$ 12.64

Hypothetical A

 

$ 1,000.00

$ 1,013.11

$ 12.18

Class C

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,089.40

$ 12.64

Hypothetical A

 

$ 1,000.00

$ 1,013.11

$ 12.18

International Small Cap Opportunities

1.39%

 

 

 

Actual

 

$ 1,000.00

$ 1,095.10

$ 7.34

Hypothetical A

 

$ 1,000.00

$ 1,018.20

$ 7.07

Institutional Class

1.36%

 

 

 

Actual

 

$ 1,000.00

$ 1,095.00

$ 7.18

Hypothetical A

 

$ 1,000.00

$ 1,018.35

$ 6.92

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


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

ail1859988

Japan 26.1%

 

ail1859990

United Kingdom 19.3%

 

ail1859992

United States of America* 14.6%

 

ail1859994

Germany 5.1%

 

ail1859996

Italy 3.5%

 

ail1859998

Netherlands 3.5%

 

ail1860000

France 2.4%

 

ail1860002

Sweden 2.1%

 

ail1860004

Ireland 2.0%

 

ail1860006

Other 21.4%

 

ail1860008

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

* Includes Short-Term Investments and Net Other Assets (Liabilities).

As of April 30, 2013

ail1859988

Japan 24.9%

 

ail1859990

United Kingdom 17.9%

 

ail1859992

United States of America* 16.9%

 

ail1859994

Germany 4.0%

 

ail1859996

Turkey 3.7%

 

ail1859998

Netherlands 3.0%

 

ail1860000

Italy 2.6%

 

ail1860002

France 2.6%

 

ail1860004

Sweden 2.4%

 

ail1860006

Other 22.0%

 

ail1860020

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

* Includes Short-Term Investments and Net Other Assets (Liabilities).

Asset Allocation as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

97.6

95.6

Short-Term Investments and Net Other Assets (Liabilities)

2.4

4.4

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

USS Co. Ltd. (Japan, Specialty Retail)

2.3

2.1

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

1.9

2.0

Aalberts Industries NV (Netherlands, Machinery)

1.6

1.1

Spirax-Sarco Engineering PLC (United Kingdom, Machinery)

1.5

1.4

CTS Eventim AG (Germany, Media)

1.4

1.2

Interpump Group SpA (Italy, Machinery)

1.4

1.1

Azimut Holding SpA (Italy, Capital Markets)

1.4

1.0

Intrum Justitia AB (Sweden, Commercial Services & Supplies)

1.4

1.4

Unite Group PLC (United Kingdom, Real Estate Management & Development)

1.3

1.2

Spectris PLC (United Kingdom, Electronic Equipment & Components)

1.3

1.0

 

15.5

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Industrials

24.1

23.7

Consumer Discretionary

18.5

19.3

Financials

18.5

16.7

Consumer Staples

10.4

10.6

Materials

9.8

9.4

Information Technology

7.0

7.2

Health Care

6.0

5.2

Energy

3.3

3.5

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 96.8%

Shares

Value

Australia - 1.6%

Imdex Ltd.

1,328,443

$ 904,016

Ramsay Health Care Ltd.

79,365

2,910,459

RCG Corp. Ltd.

2,789,963

1,951,331

Sydney Airport unit

790,959

3,132,339

TOTAL AUSTRALIA

8,898,145

Austria - 1.7%

Andritz AG

104,700

6,449,637

Zumtobel AG

164,181

2,934,699

TOTAL AUSTRIA

9,384,336

Bailiwick of Jersey - 1.2%

Informa PLC

779,140

6,989,683

Belgium - 1.9%

Gimv NV

71,688

3,630,573

KBC Ancora (a)

137,238

4,470,174

Umicore SA

56,570

2,698,646

TOTAL BELGIUM

10,799,393

Bermuda - 0.4%

Lazard Ltd. Class A

58,699

2,268,716

Brazil - 0.2%

Arezzo Industria e Comercio SA

84,300

1,260,624

British Virgin Islands - 0.3%

Gem Diamonds Ltd. (a)

636,898

1,628,818

Canada - 1.6%

Pason Systems, Inc.

243,700

5,064,959

ShawCor Ltd. Class A

62,500

2,627,320

TAG Oil Ltd. (a)(e)

289,400

1,176,863

TOTAL CANADA

8,869,142

Denmark - 1.4%

Jyske Bank A/S (Reg.) (a)

66,327

3,744,232

Spar Nord Bank A/S (a)

457,069

4,077,073

TOTAL DENMARK

7,821,305

Finland - 1.5%

Nokian Tyres PLC

92,000

4,655,508

Tikkurila Oyj

148,220

3,841,781

TOTAL FINLAND

8,497,289

Common Stocks - continued

Shares

Value

France - 2.4%

Laurent-Perrier Group SA

27,463

$ 2,565,780

Remy Cointreau SA

30,773

3,036,719

Saft Groupe SA

89,475

2,840,312

Vetoquinol SA

55,184

2,196,833

Virbac SA

15,500

3,117,835

TOTAL FRANCE

13,757,479

Germany - 4.5%

alstria office REIT-AG

200,000

2,535,734

Bilfinger Berger AG

49,266

5,469,670

CompuGROUP Holding AG (d)

178,878

4,661,920

CTS Eventim AG

167,545

8,178,058

Fielmann AG

39,837

4,456,908

TOTAL GERMANY

25,302,290

Greece - 0.7%

Titan Cement Co. SA (Reg.) (a)

138,880

3,790,143

India - 0.6%

Jyothy Laboratories Ltd. (a)

1,106,018

3,325,736

Ireland - 2.0%

FBD Holdings PLC

219,528

4,739,220

James Hardie Industries PLC:

CDI

151,916

1,569,367

sponsored ADR

100,715

5,245,237

TOTAL IRELAND

11,553,824

Israel - 1.2%

Azrieli Group

96,005

3,087,406

Ituran Location & Control Ltd.

97,286

1,780,334

Strauss Group Ltd.

96,744

1,708,675

TOTAL ISRAEL

6,576,415

Italy - 3.5%

Azimut Holding SpA

308,873

7,846,456

Beni Stabili SpA SIIQ

5,953,083

4,089,896

Interpump Group SpA

711,143

7,917,546

TOTAL ITALY

19,853,898

Japan - 26.1%

Air Water, Inc.

101,000

1,443,722

Anicom Holdings, Inc. (a)(d)

56,400

668,360

Aozora Bank Ltd.

1,875,000

5,450,690

Common Stocks - continued

Shares

Value

Japan - continued

ARNEST ONE Corp. (d)

90,000

$ 2,467,609

Artnature, Inc.

74,200

1,583,730

Asahi Co. Ltd.

148,100

2,510,464

Autobacs Seven Co. Ltd.

275,800

4,021,296

Azbil Corp.

174,800

4,211,741

Coca-Cola Central Japan Co. Ltd.

139,000

2,461,779

Cosmos Pharmaceutical Corp.

29,100

3,545,271

Daikokutenbussan Co. Ltd.

168,700

5,062,340

FCC Co. Ltd.

267,800

6,117,869

GCA Savvian Group Corp.

155,600

1,715,286

Glory Ltd.

74,200

1,839,930

Goldcrest Co. Ltd.

244,630

6,544,798

Hajime Construction Co. Ltd.

16,300

1,123,909

Harmonic Drive Systems, Inc.

121,400

2,613,511

Iwatsuka Confectionary Co. Ltd.

48,400

2,496,259

Kamigumi Co. Ltd.

217,000

1,887,545

Kobayashi Pharmaceutical Co. Ltd.

59,900

3,353,863

Kyoto Kimono Yuzen Co. Ltd.

83,300

875,376

Lasertec Corp. (a)

199,800

2,064,120

Meiko Network Japan Co. Ltd.

112,600

1,299,874

Miraial Co. Ltd.

69,800

1,132,218

Nabtesco Corp.

124,900

3,048,499

Nagaileben Co. Ltd.

205,900

3,397,806

Nihon M&A Center, Inc.

82,700

6,378,286

Nihon Parkerizing Co. Ltd.

267,000

5,215,861

Nippon Seiki Co. Ltd.

218,000

3,554,253

Nippon Thompson Co. Ltd.

47,000

255,804

NS Tool Co. Ltd.

17,800

303,184

Obic Co. Ltd.

144,900

4,550,248

OSG Corp.

394,200

6,376,834

San-Ai Oil Co. Ltd.

32,000

138,202

Seven Bank Ltd.

1,860,000

6,583,016

SHO-BOND Holdings Co. Ltd.

134,400

6,293,595

Shoei Co. Ltd.

233,800

2,196,588

Software Service, Inc.

43,100

1,620,489

Techno Medica Co. Ltd.

65,900

1,435,105

The Nippon Synthetic Chemical Industry Co. Ltd.

472,000

4,550,686

Tocalo Co. Ltd.

112,400

1,840,264

Tsutsumi Jewelry Co. Ltd.

81,000

1,973,613

USS Co. Ltd.

868,600

12,720,209

Common Stocks - continued

Shares

Value

Japan - continued

Workman Co. Ltd.

43,400

$ 1,700,821

Yamato Kogyo Co. Ltd.

182,500

6,764,217

TOTAL JAPAN

147,389,140

Korea (South) - 1.0%

Coway Co. Ltd.

95,705

5,464,835

Mexico - 0.4%

Consorcio ARA S.A.B. de CV (a)

5,696,218

2,226,577

Netherlands - 3.5%

Aalberts Industries NV

291,901

8,735,082

ASM International NV (depositary receipt)

75,900

2,506,218

Heijmans NV (Certificaten Van Aandelen)

319,533

4,251,256

VastNed Retail NV

90,134

4,167,632

TOTAL NETHERLANDS

19,660,188

Philippines - 0.4%

Jollibee Food Corp.

566,420

2,325,186

Portugal - 0.4%

Jeronimo Martins SGPS SA

128,900

2,381,940

South Africa - 1.6%

Clicks Group Ltd.

957,241

5,964,430

Nampak Ltd.

997,000

3,297,263

TOTAL SOUTH AFRICA

9,261,693

Spain - 1.1%

Grifols SA

54,232

2,224,100

Prosegur Compania de Seguridad SA (Reg.)

717,890

4,269,252

TOTAL SPAIN

6,493,352

Sweden - 2.1%

Fagerhult AB

137,487

4,222,176

Intrum Justitia AB

286,334

7,622,258

TOTAL SWEDEN

11,844,434

Switzerland - 0.4%

Zehnder Group AG

42,336

1,994,670

Turkey - 1.6%

Albaraka Turk Katilim Bankasi A/S (a)

3,932,046

3,506,095

Coca-Cola Icecek A/S

198,362

5,688,779

TOTAL TURKEY

9,194,874

Common Stocks - continued

Shares

Value

United Kingdom - 19.3%

Babcock International Group PLC

219,700

$ 4,491,404

Bellway PLC

258,872

6,242,733

Berendsen PLC

281,163

4,375,177

Britvic PLC

462,271

4,632,533

Dechra Pharmaceuticals PLC

342,500

3,789,235

Derwent London PLC

89,210

3,581,704

Elementis PLC

1,272,510

5,286,528

Fenner PLC

389,762

2,499,778

Great Portland Estates PLC

660,789

6,070,987

H&T Group PLC

214,353

567,094

Hilton Food Group PLC

142,800

979,972

InterContinental Hotel Group PLC ADR

130,126

3,819,198

Johnson Matthey PLC

89,175

4,295,215

Meggitt PLC

563,614

5,173,675

Persimmon PLC

191,863

3,891,559

Rotork PLC

153,400

7,041,879

Serco Group PLC

641,797

5,731,849

Shaftesbury PLC

564,273

5,374,247

Spectris PLC

196,078

7,268,731

Spirax-Sarco Engineering PLC

176,521

8,258,925

Ted Baker PLC

92,300

2,526,255

Ultra Electronics Holdings PLC

191,958

5,952,571

Unite Group PLC

1,160,870

7,370,902

TOTAL UNITED KINGDOM

109,222,151

United States of America - 12.2%

ANSYS, Inc. (a)

16,285

1,424,123

Autoliv, Inc.

58,300

5,202,109

BPZ Energy, Inc. (a)(d)

549,267

1,104,027

Broadridge Financial Solutions, Inc.

44,505

1,564,796

Dril-Quip, Inc. (a)

38,395

4,508,341

Evercore Partners, Inc. Class A

85,700

4,325,279

Greenhill & Co., Inc.

55,195

2,831,504

Kansas City Southern

17,904

2,175,694

Kennedy-Wilson Holdings, Inc.

193,329

3,874,313

Martin Marietta Materials, Inc.

41,720

4,092,315

Mohawk Industries, Inc. (a)

37,700

4,992,234

Oceaneering International, Inc.

46,102

3,959,240

PriceSmart, Inc.

95,971

10,920,540

ResMed, Inc. (d)

99,100

5,127,434

Common Stocks - continued

Shares

Value

United States of America - continued

Solera Holdings, Inc.

114,956

$ 6,462,826

SS&C Technologies Holdings, Inc. (a)

163,958

6,443,549

TOTAL UNITED STATES OF AMERICA

69,008,324

TOTAL COMMON STOCKS

(Cost $404,246,204)


547,044,600

Nonconvertible Preferred Stocks - 0.8%

 

 

 

 

Brazil - 0.2%

Banco ABC Brasil SA

222,389

1,368,960

Germany - 0.6%

Sartorius AG (non-vtg.)

32,579

3,436,993

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $5,148,060)


4,805,953

Money Market Funds - 4.5%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)

18,051,128

18,051,128

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

7,174,591

7,174,591

TOTAL MONEY MARKET FUNDS

(Cost $25,225,719)


25,225,719

TOTAL INVESTMENT PORTFOLIO - 102.1%

(Cost $434,619,983)

577,076,272

NET OTHER ASSETS (LIABILITIES) - (2.1)%

(12,118,320)

NET ASSETS - 100%

$ 564,957,952

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 purchased on a delayed delivery or when-issued basis.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 23,340

Fidelity Securities Lending Cash Central Fund

158,525

Total

$ 181,865

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

$ 104,744,679

$ 64,182,798

$ 36,970,363

$ 3,591,518

Consumer Staples

59,708,346

41,205,104

18,503,242

-

Energy

18,578,952

18,440,750

138,202

-

Financials

104,490,347

83,528,197

20,962,150

-

Health Care

33,918,209

27,464,809

6,453,400

-

Industrials

136,377,301

105,539,849

30,837,452

-

Information Technology

39,408,904

27,450,577

11,958,327

-

Materials

54,623,815

36,649,329

17,974,486

-

Money Market Funds

25,225,719

25,225,719

-

-

Total Investments in Securities:

$ 577,076,272

$ 429,687,132

$ 143,797,622

$ 3,591,518

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

$ 76,627,921

Level 2 to Level 1

$ 0

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $6,987,440) - See accompanying schedule:

Unaffiliated issuers (cost $409,394,264)

$ 551,850,553

 

Fidelity Central Funds (cost $25,225,719)

25,225,719

 

Total Investments (cost $434,619,983)

 

$ 577,076,272

Receivable for investments sold

4,506,670

Receivable for fund shares sold

507,688

Dividends receivable

1,303,342

Distributions receivable from Fidelity Central Funds

9,452

Prepaid expenses

1,697

Other receivables

7,965

Total assets

583,413,086

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 9,748,207

Delayed delivery

121,976

Payable for fund shares redeemed

696,646

Accrued management fee

466,893

Distribution and service plan fees payable

16,120

Other affiliated payables

129,994

Other payables and accrued expenses

100,707

Collateral on securities loaned, at value

7,174,591

Total liabilities

18,455,134

 

 

 

Net Assets

$ 564,957,952

Net Assets consist of:

 

Paid in capital

$ 731,355,395

Undistributed net investment income

3,595,468

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

(312,444,762)

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

142,451,851

Net Assets

$ 564,957,952

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($22,051,924 ÷ 1,611,668 shares)

$ 13.68

 

 

 

Maximum offering price per share (100/94.25 of $13.68)

$ 14.51

Class T:
Net Asset Value
and redemption price per share ($9,634,442 ÷ 710,451 shares)

$ 13.56

 

 

 

Maximum offering price per share (100/96.50 of $13.56)

$ 14.05

Class B:
Net Asset Value
and offering price per share ($1,410,258 ÷ 105,955 shares)A

$ 13.31

 

 

 

Class C:
Net Asset Value
and offering price per share ($8,070,406 ÷ 607,758 shares)A

$ 13.28

 

 

 

 

 

 

International Small Cap Opportunities:
Net Asset Value
, offering price and redemption price per share ($518,121,061 ÷ 37,496,899 shares)

$ 13.82

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($5,669,861 ÷ 409,848 shares)

$ 13.83

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

 

$ 10,512,209

Income from Fidelity Central Funds

 

181,865

Income before foreign taxes withheld

 

10,694,074

Less foreign taxes withheld

 

(769,601)

Total income

 

9,924,473

 

 

 

Expenses

Management fee
Basic fee

$ 3,787,691

Performance adjustment

774,974

Transfer agent fees

1,108,282

Distribution and service plan fees

181,823

Accounting and security lending fees

230,791

Custodian fees and expenses

134,829

Independent trustees' compensation

2,439

Registration fees

95,153

Audit

68,957

Legal

1,172

Miscellaneous

3,054

Total expenses before reductions

6,389,165

Expense reductions

(68,959)

6,320,206

Net investment income (loss)

3,604,267

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

37,160,055

Foreign currency transactions

(43,323)

Total net realized gain (loss)

 

37,116,732

Change in net unrealized appreciation (depreciation) on:

Investment securities

71,930,920

Assets and liabilities in foreign currencies

14,737

Total change in net unrealized appreciation (depreciation)

 

71,945,657

Net gain (loss)

109,062,389

Net increase (decrease) in net assets resulting from operations

$ 112,666,656

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,604,267

$ 3,779,313

Net realized gain (loss)

37,116,732

21,361,280

Change in net unrealized appreciation (depreciation)

71,945,657

17,236,425

Net increase (decrease) in net assets resulting
from operations

112,666,656

42,377,018

Distributions to shareholders from net investment income

(3,311,096)

(4,886,680)

Distributions to shareholders from net realized gain

(171,255)

(369,319)

Total distributions

(3,482,351)

(5,255,999)

Share transactions - net increase (decrease)

81,271,586

(28,976,326)

Redemption fees

56,441

64,463

Total increase (decrease) in net assets

190,512,332

8,209,156

 

 

 

Net Assets

Beginning of period

374,445,620

366,236,464

End of period (including undistributed net investment income of $3,595,468 and undistributed net investment income of $3,302,296, respectively)

$ 564,957,952

$ 374,445,620

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.78

$ 9.75

$ 9.82

$ 8.07

$ 6.24

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .07

  .08

  .15 F

  .06

  .06

Net realized and unrealized gain (loss)

  2.91

  1.07

  (.07)

  1.85

  1.77

Total from investment operations

  2.98

  1.15

  .08

  1.91

  1.83

Distributions from net investment income

  (.08)

  (.11)

  (.11)

  (.07)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.04)

  (.09)

  -

Total distributions

  (.08) I

  (.12)

  (.15)

  (.16)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.68

$ 10.78

$ 9.75

$ 9.82

$ 8.07

Total Return A, B

  27.85%

  12.00%

  .81%

  24.05%

  29.33%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.70%

  1.75%

  1.34%

  1.16%

  .94%

Expenses net of fee waivers, if any

  1.65%

  1.65%

  1.33%

  1.16%

  .94%

Expenses net of all reductions

  1.64%

  1.64%

  1.32%

  1.15%

  .89%

Net investment income (loss)

  .59%

  .85%

  1.44% F

  .74%

  1.00%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 22,052

$ 18,194

$ 18,686

$ 20,228

$ 18,883

Portfolio turnover rate E

  31%

  28%

  24%

  49%

  174%

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .80%.

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

H Amount represents less than $.01 per share.

I Total distributions of $.08 per share is comprised of distributions from net investment income of $.077 and distributions from net realized gain of $.005 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.69

$ 9.66

$ 9.72

$ 8.00

$ 6.20

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .04

  .06

  .12 F

  .04

  .05

Net realized and unrealized gain (loss)

  2.89

  1.06

  (.06)

  1.83

  1.75

Total from investment operations

  2.93

  1.12

  .06

  1.87

  1.80

Distributions from net investment income

  (.05)

  (.08)

  (.08)

  (.06)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.04)

  (.09)

  -

Total distributions

  (.06)

  (.09)

  (.12)

  (.15)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.56

$ 10.69

$ 9.66

$ 9.72

$ 8.00

Total Return A, B

  27.53%

  11.72%

  .60%

  23.65%

  29.03%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.96%

  2.02%

  1.60%

  1.43%

  1.20%

Expenses net of fee waivers, if any

  1.90%

  1.90%

  1.60%

  1.43%

  1.20%

Expenses net of all reductions

  1.89%

  1.89%

  1.59%

  1.41%

  1.15%

Net investment income (loss)

  .34%

  .60%

  1.17% F

  .48%

  .74%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,634

$ 8,169

$ 8,701

$ 11,202

$ 11,915

Portfolio turnover rate E

  31%

  28%

  24%

  49%

  174%

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .54%.

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

H Amount represents less than $.01 per share.

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.50

$ 9.48

$ 9.54

$ 7.87

$ 6.12

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.02)

  .01

  .07 F

  - H

  .02

Net realized and unrealized gain (loss)

  2.84

  1.05

  (.06)

  1.79

  1.73

Total from investment operations

  2.82

  1.06

  .01

  1.79

  1.75

Distributions from net investment income

  - H

  (.03)

  (.06)

  (.03)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.02)

  (.09)

  -

Total distributions

  (.01)

  (.04)

  (.07) I

  (.12)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.31

$ 10.50

$ 9.48

$ 9.54

$ 7.87

Total Return A, B

  26.86%

  11.21%

  .10%

  23.03%

  28.59%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.46%

  2.50%

  2.09%

  1.91%

  1.69%

Expenses net of fee waivers, if any

  2.40%

  2.40%

  2.09%

  1.91%

  1.69%

Expenses net of all reductions

  2.39%

  2.39%

  2.07%

  1.90%

  1.64%

Net investment income (loss)

  (.16)%

  .10%

  .68% F

  (.01)%

  .25%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,410

$ 1,966

$ 2,293

$ 2,902

$ 2,799

Portfolio turnover rate E

  31%

  28%

  24%

  49%

  174%

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .05%.

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

H Amount represents less than $.01 per share.

I Total distributions of $.07 per share is comprised of distributions from net investment income of $.058 and distributions from net realized gain of $.015 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.48

$ 9.47

$ 9.53

$ 7.86

$ 6.11

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.02)

  .01

  .07 F

  - H

  .02

Net realized and unrealized gain (loss)

  2.84

  1.04

  (.06)

  1.79

  1.73

Total from investment operations

  2.82

  1.05

  .01

  1.79

  1.75

Distributions from net investment income

  (.01)

  (.03)

  (.06)

  (.03)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.02)

  (.09)

  -

Total distributions

  (.02)

  (.04)

  (.07) I

  (.12)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.28

$ 10.48

$ 9.47

$ 9.53

$ 7.86

Total Return A, B

  26.91%

  11.13%

  .10%

  23.06%

  28.64%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.45%

  2.50%

  2.09%

  1.91%

  1.68%

Expenses net of fee waivers, if any

  2.40%

  2.40%

  2.09%

  1.91%

  1.68%

Expenses net of all reductions

  2.39%

  2.39%

  2.07%

  1.90%

  1.63%

Net investment income (loss)

  (.16)%

  .10%

  .68% F

  (.01)%

  .26%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,070

$ 6,608

$ 6,900

$ 8,936

$ 8,543

Portfolio turnover rate E

  31%

  28%

  24%

  49%

  174%

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .05%.

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

H Amount represents less than $.01 per share.

I Total distributions of $.07 per share is comprised of distributions from net investment income of $.058 and distributions from net realized gain of $.015 per share.

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

Annual Report

Financial Highlights - International Small Cap Opportunities

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.88

$ 9.85

$ 9.92

$ 8.14

$ 6.28

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .10

  .11

  .17 E

  .09

  .08

Net realized and unrealized gain (loss)

  2.95

  1.07

  (.06)

  1.87

  1.78

Total from investment operations

  3.05

  1.18

  .11

  1.96

  1.86

Distributions from net investment income

  (.10)

  (.14)

  (.14)

  (.09)

  - G

Distributions from net realized gain

  (.01)

  (.01)

  (.04)

  (.09)

  -

Total distributions

  (.11)

  (.15)

  (.18)

  (.18)

  - G

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.82

$ 10.88

$ 9.85

$ 9.92

$ 8.14

Total Return A

  28.24%

  12.21%

  1.10%

  24.43%

  29.68%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.39%

  1.47%

  1.08%

  .91%

  .68%

Expenses net of fee waivers, if any

  1.39%

  1.40%

  1.08%

  .91%

  .68%

Expenses net of all reductions

  1.38%

  1.39%

  1.06%

  .89%

  .64%

Net investment income (loss)

  .85%

  1.10%

  1.69% E

  1.00%

  1.25%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 518,121

$ 334,918

$ 328,262

$ 398,331

$ 329,128

Portfolio turnover rate D

  31%

  28%

  24%

  49%

  174%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.06%.

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.90

$ 9.86

$ 9.93

$ 8.14

$ 6.27

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .11

  .18 E

  .09

  .08

Net realized and unrealized gain (loss)

  2.93

  1.08

  (.06)

  1.86

  1.79

Total from investment operations

  3.04

  1.19

  .12

  1.95

  1.87

Distributions from net investment income

  (.10)

  (.14)

  (.15)

  (.07)

  - G

Distributions from net realized gain

  (.01)

  (.01)

  (.04)

  (.09)

  -

Total distributions

  (.11)

  (.15)

  (.19)

  (.16)

  - G

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.83

$ 10.90

$ 9.86

$ 9.93

$ 8.14

Total Return A

  28.11%

  12.32%

  1.13%

  24.33%

  29.87%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.38%

  1.44%

  1.03%

  .90%

  .68%

Expenses net of fee waivers, if any

  1.37%

  1.40%

  1.03%

  .90%

  .68%

Expenses net of all reductions

  1.37%

  1.39%

  1.02%

  .88%

  .64%

Net investment income (loss)

  .87%

  1.10%

  1.74% E

  1.01%

  1.25%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,670

$ 4,591

$ 1,395

$ 2,418

$ 2,022

Portfolio turnover rate D

  31%

  28%

  24%

  49%

  174%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.11%.

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

G Amount represents less than $.01 per share.

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

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity International Small Cap Opportunities Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, International Small Cap Opportunities and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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.

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation

$ 146,329,234

Gross unrealized depreciation

(9,406,877)

Net unrealized appreciation (depreciation) on securities and other investments

$ 136,922,357

 

 

Tax Cost

$ 440,153,915

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

Undistributed ordinary income

$ 6,738,514

Capital loss carryforward

$ (310,053,876)

Net unrealized appreciation (depreciation)

$ 136,917,919

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

$ (310,053,876)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 3,482,351

$ 5,255,999

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 2.00% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $214,172,612 and $131,095,474, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .60% of the Fund's average net assets and an annualized group fee rate that averaged .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 International Small Cap Opportunities 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 1.03% 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,

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 50,175

$ 829

Class T

.25%

.25%

44,164

211

Class B

.75%

.25%

16,241

12,254

Class C

.75%

.25%

71,243

5,808

 

 

 

$ 181,823

$ 19,102

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

$ 5,751

Class T

1,958

Class B*

1,016

Class C*

325

 

$ 9,050

* 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 receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 60,229

.30

Class T

27,487

.31

Class B

4,868

.30

Class C

21,409

.30

International Small Cap Opportunities

983,422

.24

Institutional Class

10,867

.23

 

$ 1,108,282

 

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 $887 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $920 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

Annual Report

7. Security Lending - continued

the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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 $158,525, including $587 from securities loaned to FCM.

8. Expense Reductions.

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

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Class A

1.65%

$ 10,041

Class T

1.90%

5,407

Class B

2.40%

1,003

Class C

2.40%

3,591

 

 

$ 20,042

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $9,498.

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 $39,394 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 $25.

Annual Report

Notes to Financial Statements - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012

From net investment income

 

 

Class A

$ 127,604

$ 208,264

Class T

40,329

69,950

Class B

540

6,357

Class C

6,860

20,258

International Small Cap Opportunities

3,098,688

4,562,121

Institutional Class

37,075

19,730

Total

$ 3,311,096

$ 4,886,680

From net realized gain

 

 

Class A

$ 8,286

$ 18,763

Class T

3,734

8,968

Class B

900

2,355

Class C

3,118

7,235

International Small Cap Opportunities

153,400

330,589

Institutional Class

1,817

1,409

Total

$ 171,255

$ 369,319

10. 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

373,515

245,367

$ 4,517,568

$ 2,443,449

Reinvestment of distributions

10,878

21,375

119,442

198,575

Shares redeemed

(460,010)

(495,775)

(5,504,745)

(4,923,741)

Net increase (decrease)

(75,617)

(229,033)

$ (867,735)

$ (2,281,717)

Class T

 

 

 

 

Shares sold

94,833

101,299

$ 1,133,727

$ 986,575

Reinvestment of distributions

3,872

8,148

42,245

75,201

Shares redeemed

(152,245)

(246,162)

(1,813,542)

(2,450,796)

Net increase (decrease)

(53,540)

(136,715)

$ (637,570)

$ (1,389,020)

Class B

 

 

 

 

Shares sold

2,465

3,884

$ 28,055

$ 38,597

Reinvestment of distributions

123

862

1,326

7,845

Shares redeemed

(83,897)

(59,335)

(970,172)

(579,917)

Net increase (decrease)

(81,309)

(54,589)

$ (940,791)

$ (533,475)

Class C

 

 

 

 

Shares sold

106,942

69,065

$ 1,277,851

$ 669,794

Reinvestment of distributions

870

2,800

9,335

25,455

Shares redeemed

(130,535)

(170,268)

(1,517,604)

(1,664,901)

Net increase (decrease)

(22,723)

(98,403)

$ (230,418)

$ (969,652)

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

International Small Cap Opportunities

 

 

 

 

Shares sold

13,306,080

5,283,408

$ 163,920,015

$ 53,067,911

Reinvestment of distributions

279,367

495,697

3,092,593

4,634,765

Shares redeemed

(6,858,430)

(8,350,807)

(83,019,406)

(84,356,251)

Net increase (decrease)

6,727,017

(2,571,702)

$ 83,993,202

$ (26,653,575)

Institutional Class

 

 

 

 

Shares sold

107,232

348,073

$ 1,308,852

$ 3,541,043

Reinvestment of distributions

3,187

1,709

35,307

15,997

Shares redeemed

(121,854)

(70,045)

(1,389,261)

(705,927)

Net increase (decrease)

(11,435)

279,737

$ (45,102)

$ 2,851,113

11. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity International Small Cap Opportunities Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity International Small Cap Opportunities Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 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 Small Cap Opportunities 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 12, 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.

Annual Report

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 1-877-208-0098.

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

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

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/09/13

12/06/13

$0.055

$0.079

Class T

12/09/13

12/06/13

$0.024

$0.079

Class B

12/09/13

12/06/13

$0.000

$0.000

Class C

12/09/13

12/06/13

$0.000

$0.054

Class A designates 13%, Class T designates 17%, Class B designates 58% and Class C designates 42% of the dividends distributed in December 2012 during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A, Class T, Class B and Class C designates 100% of the dividends distributed in December 2012 during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h) (11) of the Internal Revenue Code.

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

 

Pay Date

Income

Taxes

Class A

12/10/2012

0.096

0.0136

Class T

12/10/2012

0.073

0.0136

Class B

12/10/2012

0.022

0.0136

Class C

12/10/2012

0.030

0.0136

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 International Small Cap Opportunities Fund

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

The Board meets regularly and, at each of its meetings, 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, 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.

Annual Report

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 International Small Cap Opportunities Fund

ail1860022

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 is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing 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 19% means that 81% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to 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 International Small Cap Opportunities Fund

ail1860024

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.

Annual Report

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

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

The Board noted that the total expense ratio of each of Class A and the retail class ranked below its competitive median for 2012 and the total expense ratio of each of Class T, Class B, 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

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

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

AILS-UANN-1213
1.815089.108

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

International Small Cap Opportunities

Fund - Institutional Class

Annual Report

October 31, 2013

(Fidelity Cover Art)

Institutional Class
is a class of Fidelity®
International Small Cap
Opportunities Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

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

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

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

Investments

(Click Here)

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

Financial Statements

(Click Here)

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

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Life of
fund
A

  Institutional Class

28.11%

18.63%

6.35%

A From August 2, 2005.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Small Cap Opportunities Fund - Institutional Class on August 2, 2005, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Small Cap Index performed over the same period.

lsi2027034

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 Jed Weiss, Portfolio Manager of Fidelity Advisor® International Small Cap Opportunities Fund: For the year, the fund's Institutional Class shares gained 28.11%, trailing the 32.33% increase in the MSCI® EAFE® Small Cap Index. Europe was a detractor, as poor stock picking in the region weighed on the fund's result. The fund also had a moderate cash position, which hurt performance in an up market. Further, stock picking in Canada was a negative, with out-of-index mining-related companies Eldorado Gold, Copper Mountain Mining and Agnico Eagle Mines hurting results. I ultimately sold all three stocks, none of which were in the benchmark. Emerging markets, especially South African drug store chain Clicks Group, posed an additional challenge. On the positive side, the fund was significantly helped by a large underweighting in the Asia-Pacific ex Japan region, especially Australia, which included a large number of poor-performing mining companies that I chose to avoid. The fund's out-of-benchmark U.S. holdings also helped. The vast majority of these investments were in companies that do all or most of their business abroad but that happen to be domiciled stateside. Of final note, stock picking in Japan proved very helpful in relative terms, with investment bank Nihon M&A Center producing an outsized contribution.

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

Annual Report


Shareholder Expense Example

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

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

Annual Report

 

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

1.65%

 

 

 

Actual

 

$ 1,000.00

$ 1,093.50

$ 8.71

Hypothetical A

 

$ 1,000.00

$ 1,016.89

$ 8.39

Class T

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,091.80

$ 10.02

Hypothetical A

 

$ 1,000.00

$ 1,015.63

$ 9.65

Class B

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,089.20

$ 12.64

Hypothetical A

 

$ 1,000.00

$ 1,013.11

$ 12.18

Class C

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,089.40

$ 12.64

Hypothetical A

 

$ 1,000.00

$ 1,013.11

$ 12.18

International Small Cap Opportunities

1.39%

 

 

 

Actual

 

$ 1,000.00

$ 1,095.10

$ 7.34

Hypothetical A

 

$ 1,000.00

$ 1,018.20

$ 7.07

Institutional Class

1.36%

 

 

 

Actual

 

$ 1,000.00

$ 1,095.00

$ 7.18

Hypothetical A

 

$ 1,000.00

$ 1,018.35

$ 6.92

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


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

lsi2027036

Japan 26.1%

 

lsi2027038

United Kingdom 19.3%

 

lsi2027040

United States of America* 14.6%

 

lsi2027042

Germany 5.1%

 

lsi2027044

Italy 3.5%

 

lsi2027046

Netherlands 3.5%

 

lsi2027048

France 2.4%

 

lsi2027050

Sweden 2.1%

 

lsi2027052

Ireland 2.0%

 

lsi2027054

Other 21.4%

 

lsi2027056

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

* Includes Short-Term Investments and Net Other Assets (Liabilities).

As of April 30, 2013

lsi2027036

Japan 24.9%

 

lsi2027038

United Kingdom 17.9%

 

lsi2027040

United States of America* 16.9%

 

lsi2027042

Germany 4.0%

 

lsi2027044

Turkey 3.7%

 

lsi2027046

Netherlands 3.0%

 

lsi2027048

Italy 2.6%

 

lsi2027050

France 2.6%

 

lsi2027052

Sweden 2.4%

 

lsi2027054

Other 22.0%

 

lsi2027068

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

* Includes Short-Term Investments and Net Other Assets (Liabilities).

Asset Allocation as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

97.6

95.6

Short-Term Investments and Net Other Assets (Liabilities)

2.4

4.4

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

USS Co. Ltd. (Japan, Specialty Retail)

2.3

2.1

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

1.9

2.0

Aalberts Industries NV (Netherlands, Machinery)

1.6

1.1

Spirax-Sarco Engineering PLC (United Kingdom, Machinery)

1.5

1.4

CTS Eventim AG (Germany, Media)

1.4

1.2

Interpump Group SpA (Italy, Machinery)

1.4

1.1

Azimut Holding SpA (Italy, Capital Markets)

1.4

1.0

Intrum Justitia AB (Sweden, Commercial Services & Supplies)

1.4

1.4

Unite Group PLC (United Kingdom, Real Estate Management & Development)

1.3

1.2

Spectris PLC (United Kingdom, Electronic Equipment & Components)

1.3

1.0

 

15.5

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Industrials

24.1

23.7

Consumer Discretionary

18.5

19.3

Financials

18.5

16.7

Consumer Staples

10.4

10.6

Materials

9.8

9.4

Information Technology

7.0

7.2

Health Care

6.0

5.2

Energy

3.3

3.5

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 96.8%

Shares

Value

Australia - 1.6%

Imdex Ltd.

1,328,443

$ 904,016

Ramsay Health Care Ltd.

79,365

2,910,459

RCG Corp. Ltd.

2,789,963

1,951,331

Sydney Airport unit

790,959

3,132,339

TOTAL AUSTRALIA

8,898,145

Austria - 1.7%

Andritz AG

104,700

6,449,637

Zumtobel AG

164,181

2,934,699

TOTAL AUSTRIA

9,384,336

Bailiwick of Jersey - 1.2%

Informa PLC

779,140

6,989,683

Belgium - 1.9%

Gimv NV

71,688

3,630,573

KBC Ancora (a)

137,238

4,470,174

Umicore SA

56,570

2,698,646

TOTAL BELGIUM

10,799,393

Bermuda - 0.4%

Lazard Ltd. Class A

58,699

2,268,716

Brazil - 0.2%

Arezzo Industria e Comercio SA

84,300

1,260,624

British Virgin Islands - 0.3%

Gem Diamonds Ltd. (a)

636,898

1,628,818

Canada - 1.6%

Pason Systems, Inc.

243,700

5,064,959

ShawCor Ltd. Class A

62,500

2,627,320

TAG Oil Ltd. (a)(e)

289,400

1,176,863

TOTAL CANADA

8,869,142

Denmark - 1.4%

Jyske Bank A/S (Reg.) (a)

66,327

3,744,232

Spar Nord Bank A/S (a)

457,069

4,077,073

TOTAL DENMARK

7,821,305

Finland - 1.5%

Nokian Tyres PLC

92,000

4,655,508

Tikkurila Oyj

148,220

3,841,781

TOTAL FINLAND

8,497,289

Common Stocks - continued

Shares

Value

France - 2.4%

Laurent-Perrier Group SA

27,463

$ 2,565,780

Remy Cointreau SA

30,773

3,036,719

Saft Groupe SA

89,475

2,840,312

Vetoquinol SA

55,184

2,196,833

Virbac SA

15,500

3,117,835

TOTAL FRANCE

13,757,479

Germany - 4.5%

alstria office REIT-AG

200,000

2,535,734

Bilfinger Berger AG

49,266

5,469,670

CompuGROUP Holding AG (d)

178,878

4,661,920

CTS Eventim AG

167,545

8,178,058

Fielmann AG

39,837

4,456,908

TOTAL GERMANY

25,302,290

Greece - 0.7%

Titan Cement Co. SA (Reg.) (a)

138,880

3,790,143

India - 0.6%

Jyothy Laboratories Ltd. (a)

1,106,018

3,325,736

Ireland - 2.0%

FBD Holdings PLC

219,528

4,739,220

James Hardie Industries PLC:

CDI

151,916

1,569,367

sponsored ADR

100,715

5,245,237

TOTAL IRELAND

11,553,824

Israel - 1.2%

Azrieli Group

96,005

3,087,406

Ituran Location & Control Ltd.

97,286

1,780,334

Strauss Group Ltd.

96,744

1,708,675

TOTAL ISRAEL

6,576,415

Italy - 3.5%

Azimut Holding SpA

308,873

7,846,456

Beni Stabili SpA SIIQ

5,953,083

4,089,896

Interpump Group SpA

711,143

7,917,546

TOTAL ITALY

19,853,898

Japan - 26.1%

Air Water, Inc.

101,000

1,443,722

Anicom Holdings, Inc. (a)(d)

56,400

668,360

Aozora Bank Ltd.

1,875,000

5,450,690

Common Stocks - continued

Shares

Value

Japan - continued

ARNEST ONE Corp. (d)

90,000

$ 2,467,609

Artnature, Inc.

74,200

1,583,730

Asahi Co. Ltd.

148,100

2,510,464

Autobacs Seven Co. Ltd.

275,800

4,021,296

Azbil Corp.

174,800

4,211,741

Coca-Cola Central Japan Co. Ltd.

139,000

2,461,779

Cosmos Pharmaceutical Corp.

29,100

3,545,271

Daikokutenbussan Co. Ltd.

168,700

5,062,340

FCC Co. Ltd.

267,800

6,117,869

GCA Savvian Group Corp.

155,600

1,715,286

Glory Ltd.

74,200

1,839,930

Goldcrest Co. Ltd.

244,630

6,544,798

Hajime Construction Co. Ltd.

16,300

1,123,909

Harmonic Drive Systems, Inc.

121,400

2,613,511

Iwatsuka Confectionary Co. Ltd.

48,400

2,496,259

Kamigumi Co. Ltd.

217,000

1,887,545

Kobayashi Pharmaceutical Co. Ltd.

59,900

3,353,863

Kyoto Kimono Yuzen Co. Ltd.

83,300

875,376

Lasertec Corp. (a)

199,800

2,064,120

Meiko Network Japan Co. Ltd.

112,600

1,299,874

Miraial Co. Ltd.

69,800

1,132,218

Nabtesco Corp.

124,900

3,048,499

Nagaileben Co. Ltd.

205,900

3,397,806

Nihon M&A Center, Inc.

82,700

6,378,286

Nihon Parkerizing Co. Ltd.

267,000

5,215,861

Nippon Seiki Co. Ltd.

218,000

3,554,253

Nippon Thompson Co. Ltd.

47,000

255,804

NS Tool Co. Ltd.

17,800

303,184

Obic Co. Ltd.

144,900

4,550,248

OSG Corp.

394,200

6,376,834

San-Ai Oil Co. Ltd.

32,000

138,202

Seven Bank Ltd.

1,860,000

6,583,016

SHO-BOND Holdings Co. Ltd.

134,400

6,293,595

Shoei Co. Ltd.

233,800

2,196,588

Software Service, Inc.

43,100

1,620,489

Techno Medica Co. Ltd.

65,900

1,435,105

The Nippon Synthetic Chemical Industry Co. Ltd.

472,000

4,550,686

Tocalo Co. Ltd.

112,400

1,840,264

Tsutsumi Jewelry Co. Ltd.

81,000

1,973,613

USS Co. Ltd.

868,600

12,720,209

Common Stocks - continued

Shares

Value

Japan - continued

Workman Co. Ltd.

43,400

$ 1,700,821

Yamato Kogyo Co. Ltd.

182,500

6,764,217

TOTAL JAPAN

147,389,140

Korea (South) - 1.0%

Coway Co. Ltd.

95,705

5,464,835

Mexico - 0.4%

Consorcio ARA S.A.B. de CV (a)

5,696,218

2,226,577

Netherlands - 3.5%

Aalberts Industries NV

291,901

8,735,082

ASM International NV (depositary receipt)

75,900

2,506,218

Heijmans NV (Certificaten Van Aandelen)

319,533

4,251,256

VastNed Retail NV

90,134

4,167,632

TOTAL NETHERLANDS

19,660,188

Philippines - 0.4%

Jollibee Food Corp.

566,420

2,325,186

Portugal - 0.4%

Jeronimo Martins SGPS SA

128,900

2,381,940

South Africa - 1.6%

Clicks Group Ltd.

957,241

5,964,430

Nampak Ltd.

997,000

3,297,263

TOTAL SOUTH AFRICA

9,261,693

Spain - 1.1%

Grifols SA

54,232

2,224,100

Prosegur Compania de Seguridad SA (Reg.)

717,890

4,269,252

TOTAL SPAIN

6,493,352

Sweden - 2.1%

Fagerhult AB

137,487

4,222,176

Intrum Justitia AB

286,334

7,622,258

TOTAL SWEDEN

11,844,434

Switzerland - 0.4%

Zehnder Group AG

42,336

1,994,670

Turkey - 1.6%

Albaraka Turk Katilim Bankasi A/S (a)

3,932,046

3,506,095

Coca-Cola Icecek A/S

198,362

5,688,779

TOTAL TURKEY

9,194,874

Common Stocks - continued

Shares

Value

United Kingdom - 19.3%

Babcock International Group PLC

219,700

$ 4,491,404

Bellway PLC

258,872

6,242,733

Berendsen PLC

281,163

4,375,177

Britvic PLC

462,271

4,632,533

Dechra Pharmaceuticals PLC

342,500

3,789,235

Derwent London PLC

89,210

3,581,704

Elementis PLC

1,272,510

5,286,528

Fenner PLC

389,762

2,499,778

Great Portland Estates PLC

660,789

6,070,987

H&T Group PLC

214,353

567,094

Hilton Food Group PLC

142,800

979,972

InterContinental Hotel Group PLC ADR

130,126

3,819,198

Johnson Matthey PLC

89,175

4,295,215

Meggitt PLC

563,614

5,173,675

Persimmon PLC

191,863

3,891,559

Rotork PLC

153,400

7,041,879

Serco Group PLC

641,797

5,731,849

Shaftesbury PLC

564,273

5,374,247

Spectris PLC

196,078

7,268,731

Spirax-Sarco Engineering PLC

176,521

8,258,925

Ted Baker PLC

92,300

2,526,255

Ultra Electronics Holdings PLC

191,958

5,952,571

Unite Group PLC

1,160,870

7,370,902

TOTAL UNITED KINGDOM

109,222,151

United States of America - 12.2%

ANSYS, Inc. (a)

16,285

1,424,123

Autoliv, Inc.

58,300

5,202,109

BPZ Energy, Inc. (a)(d)

549,267

1,104,027

Broadridge Financial Solutions, Inc.

44,505

1,564,796

Dril-Quip, Inc. (a)

38,395

4,508,341

Evercore Partners, Inc. Class A

85,700

4,325,279

Greenhill & Co., Inc.

55,195

2,831,504

Kansas City Southern

17,904

2,175,694

Kennedy-Wilson Holdings, Inc.

193,329

3,874,313

Martin Marietta Materials, Inc.

41,720

4,092,315

Mohawk Industries, Inc. (a)

37,700

4,992,234

Oceaneering International, Inc.

46,102

3,959,240

PriceSmart, Inc.

95,971

10,920,540

ResMed, Inc. (d)

99,100

5,127,434

Common Stocks - continued

Shares

Value

United States of America - continued

Solera Holdings, Inc.

114,956

$ 6,462,826

SS&C Technologies Holdings, Inc. (a)

163,958

6,443,549

TOTAL UNITED STATES OF AMERICA

69,008,324

TOTAL COMMON STOCKS

(Cost $404,246,204)


547,044,600

Nonconvertible Preferred Stocks - 0.8%

 

 

 

 

Brazil - 0.2%

Banco ABC Brasil SA

222,389

1,368,960

Germany - 0.6%

Sartorius AG (non-vtg.)

32,579

3,436,993

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $5,148,060)


4,805,953

Money Market Funds - 4.5%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)

18,051,128

18,051,128

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

7,174,591

7,174,591

TOTAL MONEY MARKET FUNDS

(Cost $25,225,719)


25,225,719

TOTAL INVESTMENT PORTFOLIO - 102.1%

(Cost $434,619,983)

577,076,272

NET OTHER ASSETS (LIABILITIES) - (2.1)%

(12,118,320)

NET ASSETS - 100%

$ 564,957,952

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 purchased on a delayed delivery or when-issued basis.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 23,340

Fidelity Securities Lending Cash Central Fund

158,525

Total

$ 181,865

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

$ 104,744,679

$ 64,182,798

$ 36,970,363

$ 3,591,518

Consumer Staples

59,708,346

41,205,104

18,503,242

-

Energy

18,578,952

18,440,750

138,202

-

Financials

104,490,347

83,528,197

20,962,150

-

Health Care

33,918,209

27,464,809

6,453,400

-

Industrials

136,377,301

105,539,849

30,837,452

-

Information Technology

39,408,904

27,450,577

11,958,327

-

Materials

54,623,815

36,649,329

17,974,486

-

Money Market Funds

25,225,719

25,225,719

-

-

Total Investments in Securities:

$ 577,076,272

$ 429,687,132

$ 143,797,622

$ 3,591,518

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

$ 76,627,921

Level 2 to Level 1

$ 0

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

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $6,987,440) - See accompanying schedule:

Unaffiliated issuers (cost $409,394,264)

$ 551,850,553

 

Fidelity Central Funds (cost $25,225,719)

25,225,719

 

Total Investments (cost $434,619,983)

 

$ 577,076,272

Receivable for investments sold

4,506,670

Receivable for fund shares sold

507,688

Dividends receivable

1,303,342

Distributions receivable from Fidelity Central Funds

9,452

Prepaid expenses

1,697

Other receivables

7,965

Total assets

583,413,086

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 9,748,207

Delayed delivery

121,976

Payable for fund shares redeemed

696,646

Accrued management fee

466,893

Distribution and service plan fees payable

16,120

Other affiliated payables

129,994

Other payables and accrued expenses

100,707

Collateral on securities loaned, at value

7,174,591

Total liabilities

18,455,134

 

 

 

Net Assets

$ 564,957,952

Net Assets consist of:

 

Paid in capital

$ 731,355,395

Undistributed net investment income

3,595,468

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

(312,444,762)

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

142,451,851

Net Assets

$ 564,957,952

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($22,051,924 ÷ 1,611,668 shares)

$ 13.68

 

 

 

Maximum offering price per share (100/94.25 of $13.68)

$ 14.51

Class T:
Net Asset Value
and redemption price per share ($9,634,442 ÷ 710,451 shares)

$ 13.56

 

 

 

Maximum offering price per share (100/96.50 of $13.56)

$ 14.05

Class B:
Net Asset Value
and offering price per share ($1,410,258 ÷ 105,955 shares)A

$ 13.31

 

 

 

Class C:
Net Asset Value
and offering price per share ($8,070,406 ÷ 607,758 shares)A

$ 13.28

 

 

 

 

 

 

International Small Cap Opportunities:
Net Asset Value
, offering price and redemption price per share ($518,121,061 ÷ 37,496,899 shares)

$ 13.82

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($5,669,861 ÷ 409,848 shares)

$ 13.83

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

 

$ 10,512,209

Income from Fidelity Central Funds

 

181,865

Income before foreign taxes withheld

 

10,694,074

Less foreign taxes withheld

 

(769,601)

Total income

 

9,924,473

 

 

 

Expenses

Management fee
Basic fee

$ 3,787,691

Performance adjustment

774,974

Transfer agent fees

1,108,282

Distribution and service plan fees

181,823

Accounting and security lending fees

230,791

Custodian fees and expenses

134,829

Independent trustees' compensation

2,439

Registration fees

95,153

Audit

68,957

Legal

1,172

Miscellaneous

3,054

Total expenses before reductions

6,389,165

Expense reductions

(68,959)

6,320,206

Net investment income (loss)

3,604,267

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

37,160,055

Foreign currency transactions

(43,323)

Total net realized gain (loss)

 

37,116,732

Change in net unrealized appreciation (depreciation) on:

Investment securities

71,930,920

Assets and liabilities in foreign currencies

14,737

Total change in net unrealized appreciation (depreciation)

 

71,945,657

Net gain (loss)

109,062,389

Net increase (decrease) in net assets resulting from operations

$ 112,666,656

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,604,267

$ 3,779,313

Net realized gain (loss)

37,116,732

21,361,280

Change in net unrealized appreciation (depreciation)

71,945,657

17,236,425

Net increase (decrease) in net assets resulting
from operations

112,666,656

42,377,018

Distributions to shareholders from net investment income

(3,311,096)

(4,886,680)

Distributions to shareholders from net realized gain

(171,255)

(369,319)

Total distributions

(3,482,351)

(5,255,999)

Share transactions - net increase (decrease)

81,271,586

(28,976,326)

Redemption fees

56,441

64,463

Total increase (decrease) in net assets

190,512,332

8,209,156

 

 

 

Net Assets

Beginning of period

374,445,620

366,236,464

End of period (including undistributed net investment income of $3,595,468 and undistributed net investment income of $3,302,296, respectively)

$ 564,957,952

$ 374,445,620

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.78

$ 9.75

$ 9.82

$ 8.07

$ 6.24

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .07

  .08

  .15 F

  .06

  .06

Net realized and unrealized gain (loss)

  2.91

  1.07

  (.07)

  1.85

  1.77

Total from investment operations

  2.98

  1.15

  .08

  1.91

  1.83

Distributions from net investment income

  (.08)

  (.11)

  (.11)

  (.07)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.04)

  (.09)

  -

Total distributions

  (.08) I

  (.12)

  (.15)

  (.16)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.68

$ 10.78

$ 9.75

$ 9.82

$ 8.07

Total Return A, B

  27.85%

  12.00%

  .81%

  24.05%

  29.33%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.70%

  1.75%

  1.34%

  1.16%

  .94%

Expenses net of fee waivers, if any

  1.65%

  1.65%

  1.33%

  1.16%

  .94%

Expenses net of all reductions

  1.64%

  1.64%

  1.32%

  1.15%

  .89%

Net investment income (loss)

  .59%

  .85%

  1.44% F

  .74%

  1.00%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 22,052

$ 18,194

$ 18,686

$ 20,228

$ 18,883

Portfolio turnover rate E

  31%

  28%

  24%

  49%

  174%

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .80%.

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

H Amount represents less than $.01 per share.

I Total distributions of $.08 per share is comprised of distributions from net investment income of $.077 and distributions from net realized gain of $.005 per share.

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

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.69

$ 9.66

$ 9.72

$ 8.00

$ 6.20

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .04

  .06

  .12 F

  .04

  .05

Net realized and unrealized gain (loss)

  2.89

  1.06

  (.06)

  1.83

  1.75

Total from investment operations

  2.93

  1.12

  .06

  1.87

  1.80

Distributions from net investment income

  (.05)

  (.08)

  (.08)

  (.06)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.04)

  (.09)

  -

Total distributions

  (.06)

  (.09)

  (.12)

  (.15)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.56

$ 10.69

$ 9.66

$ 9.72

$ 8.00

Total Return A, B

  27.53%

  11.72%

  .60%

  23.65%

  29.03%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  1.96%

  2.02%

  1.60%

  1.43%

  1.20%

Expenses net of fee waivers, if any

  1.90%

  1.90%

  1.60%

  1.43%

  1.20%

Expenses net of all reductions

  1.89%

  1.89%

  1.59%

  1.41%

  1.15%

Net investment income (loss)

  .34%

  .60%

  1.17% F

  .48%

  .74%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,634

$ 8,169

$ 8,701

$ 11,202

$ 11,915

Portfolio turnover rate E

  31%

  28%

  24%

  49%

  174%

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .54%.

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

H Amount represents less than $.01 per share.

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.50

$ 9.48

$ 9.54

$ 7.87

$ 6.12

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.02)

  .01

  .07 F

  - H

  .02

Net realized and unrealized gain (loss)

  2.84

  1.05

  (.06)

  1.79

  1.73

Total from investment operations

  2.82

  1.06

  .01

  1.79

  1.75

Distributions from net investment income

  - H

  (.03)

  (.06)

  (.03)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.02)

  (.09)

  -

Total distributions

  (.01)

  (.04)

  (.07) I

  (.12)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.31

$ 10.50

$ 9.48

$ 9.54

$ 7.87

Total Return A, B

  26.86%

  11.21%

  .10%

  23.03%

  28.59%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.46%

  2.50%

  2.09%

  1.91%

  1.69%

Expenses net of fee waivers, if any

  2.40%

  2.40%

  2.09%

  1.91%

  1.69%

Expenses net of all reductions

  2.39%

  2.39%

  2.07%

  1.90%

  1.64%

Net investment income (loss)

  (.16)%

  .10%

  .68% F

  (.01)%

  .25%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,410

$ 1,966

$ 2,293

$ 2,902

$ 2,799

Portfolio turnover rate E

  31%

  28%

  24%

  49%

  174%

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .05%.

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

H Amount represents less than $.01 per share.

I Total distributions of $.07 per share is comprised of distributions from net investment income of $.058 and distributions from net realized gain of $.015 per share.

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

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.48

$ 9.47

$ 9.53

$ 7.86

$ 6.11

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  (.02)

  .01

  .07 F

  - H

  .02

Net realized and unrealized gain (loss)

  2.84

  1.04

  (.06)

  1.79

  1.73

Total from investment operations

  2.82

  1.05

  .01

  1.79

  1.75

Distributions from net investment income

  (.01)

  (.03)

  (.06)

  (.03)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.02)

  (.09)

  -

Total distributions

  (.02)

  (.04)

  (.07) I

  (.12)

  -

Redemption fees added to paid in capital C, H

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.28

$ 10.48

$ 9.47

$ 9.53

$ 7.86

Total Return A, B

  26.91%

  11.13%

  .10%

  23.06%

  28.64%

Ratios to Average Net Assets D, G

 

 

 

 

 

Expenses before reductions

  2.45%

  2.50%

  2.09%

  1.91%

  1.68%

Expenses net of fee waivers, if any

  2.40%

  2.40%

  2.09%

  1.91%

  1.68%

Expenses net of all reductions

  2.39%

  2.39%

  2.07%

  1.90%

  1.63%

Net investment income (loss)

  (.16)%

  .10%

  .68% F

  (.01)%

  .26%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 8,070

$ 6,608

$ 6,900

$ 8,936

$ 8,543

Portfolio turnover rate E

  31%

  28%

  24%

  49%

  174%

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

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

C Calculated based on average shares outstanding during the period.

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

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

F Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .05%.

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

H Amount represents less than $.01 per share.

I Total distributions of $.07 per share is comprised of distributions from net investment income of $.058 and distributions from net realized gain of $.015 per share.

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

Annual Report

Financial Highlights - International Small Cap Opportunities

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.88

$ 9.85

$ 9.92

$ 8.14

$ 6.28

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .10

  .11

  .17 E

  .09

  .08

Net realized and unrealized gain (loss)

  2.95

  1.07

  (.06)

  1.87

  1.78

Total from investment operations

  3.05

  1.18

  .11

  1.96

  1.86

Distributions from net investment income

  (.10)

  (.14)

  (.14)

  (.09)

  - G

Distributions from net realized gain

  (.01)

  (.01)

  (.04)

  (.09)

  -

Total distributions

  (.11)

  (.15)

  (.18)

  (.18)

  - G

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.82

$ 10.88

$ 9.85

$ 9.92

$ 8.14

Total Return A

  28.24%

  12.21%

  1.10%

  24.43%

  29.68%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.39%

  1.47%

  1.08%

  .91%

  .68%

Expenses net of fee waivers, if any

  1.39%

  1.40%

  1.08%

  .91%

  .68%

Expenses net of all reductions

  1.38%

  1.39%

  1.06%

  .89%

  .64%

Net investment income (loss)

  .85%

  1.10%

  1.69% E

  1.00%

  1.25%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 518,121

$ 334,918

$ 328,262

$ 398,331

$ 329,128

Portfolio turnover rate D

  31%

  28%

  24%

  49%

  174%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.06%.

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

G Amount represents less than $.01 per share.

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

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 10.90

$ 9.86

$ 9.93

$ 8.14

$ 6.27

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .11

  .18 E

  .09

  .08

Net realized and unrealized gain (loss)

  2.93

  1.08

  (.06)

  1.86

  1.79

Total from investment operations

  3.04

  1.19

  .12

  1.95

  1.87

Distributions from net investment income

  (.10)

  (.14)

  (.15)

  (.07)

  - G

Distributions from net realized gain

  (.01)

  (.01)

  (.04)

  (.09)

  -

Total distributions

  (.11)

  (.15)

  (.19)

  (.16)

  - G

Redemption fees added to paid in capital B, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 13.83

$ 10.90

$ 9.86

$ 9.93

$ 8.14

Total Return A

  28.11%

  12.32%

  1.13%

  24.33%

  29.87%

Ratios to Average Net Assets C, F

 

 

 

 

 

Expenses before reductions

  1.38%

  1.44%

  1.03%

  .90%

  .68%

Expenses net of fee waivers, if any

  1.37%

  1.40%

  1.03%

  .90%

  .68%

Expenses net of all reductions

  1.37%

  1.39%

  1.02%

  .88%

  .64%

Net investment income (loss)

  .87%

  1.10%

  1.74% E

  1.01%

  1.25%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,670

$ 4,591

$ 1,395

$ 2,418

$ 2,022

Portfolio turnover rate D

  31%

  28%

  24%

  49%

  174%

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

B Calculated based on average shares outstanding during the period.

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

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

E Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.11%.

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

G Amount represents less than $.01 per share.

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

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity International Small Cap Opportunities Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, International Small Cap Opportunities and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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.

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation

$ 146,329,234

Gross unrealized depreciation

(9,406,877)

Net unrealized appreciation (depreciation) on securities and other investments

$ 136,922,357

 

 

Tax Cost

$ 440,153,915

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

Undistributed ordinary income

$ 6,738,514

Capital loss carryforward

$ (310,053,876)

Net unrealized appreciation (depreciation)

$ 136,917,919

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

$ (310,053,876)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 3,482,351

$ 5,255,999

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 2.00% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $214,172,612 and $131,095,474, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .60% of the Fund's average net assets and an annualized group fee rate that averaged .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 International Small Cap Opportunities 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 1.03% 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,

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 50,175

$ 829

Class T

.25%

.25%

44,164

211

Class B

.75%

.25%

16,241

12,254

Class C

.75%

.25%

71,243

5,808

 

 

 

$ 181,823

$ 19,102

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

$ 5,751

Class T

1,958

Class B*

1,016

Class C*

325

 

$ 9,050

* 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 receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 60,229

.30

Class T

27,487

.31

Class B

4,868

.30

Class C

21,409

.30

International Small Cap Opportunities

983,422

.24

Institutional Class

10,867

.23

 

$ 1,108,282

 

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 $887 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $920 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

Annual Report

7. Security Lending - continued

the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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 $158,525, including $587 from securities loaned to FCM.

8. Expense Reductions.

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

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Class A

1.65%

$ 10,041

Class T

1.90%

5,407

Class B

2.40%

1,003

Class C

2.40%

3,591

 

 

$ 20,042

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $9,498.

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 $39,394 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 $25.

Annual Report

Notes to Financial Statements - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012

From net investment income

 

 

Class A

$ 127,604

$ 208,264

Class T

40,329

69,950

Class B

540

6,357

Class C

6,860

20,258

International Small Cap Opportunities

3,098,688

4,562,121

Institutional Class

37,075

19,730

Total

$ 3,311,096

$ 4,886,680

From net realized gain

 

 

Class A

$ 8,286

$ 18,763

Class T

3,734

8,968

Class B

900

2,355

Class C

3,118

7,235

International Small Cap Opportunities

153,400

330,589

Institutional Class

1,817

1,409

Total

$ 171,255

$ 369,319

10. 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

373,515

245,367

$ 4,517,568

$ 2,443,449

Reinvestment of distributions

10,878

21,375

119,442

198,575

Shares redeemed

(460,010)

(495,775)

(5,504,745)

(4,923,741)

Net increase (decrease)

(75,617)

(229,033)

$ (867,735)

$ (2,281,717)

Class T

 

 

 

 

Shares sold

94,833

101,299

$ 1,133,727

$ 986,575

Reinvestment of distributions

3,872

8,148

42,245

75,201

Shares redeemed

(152,245)

(246,162)

(1,813,542)

(2,450,796)

Net increase (decrease)

(53,540)

(136,715)

$ (637,570)

$ (1,389,020)

Class B

 

 

 

 

Shares sold

2,465

3,884

$ 28,055

$ 38,597

Reinvestment of distributions

123

862

1,326

7,845

Shares redeemed

(83,897)

(59,335)

(970,172)

(579,917)

Net increase (decrease)

(81,309)

(54,589)

$ (940,791)

$ (533,475)

Class C

 

 

 

 

Shares sold

106,942

69,065

$ 1,277,851

$ 669,794

Reinvestment of distributions

870

2,800

9,335

25,455

Shares redeemed

(130,535)

(170,268)

(1,517,604)

(1,664,901)

Net increase (decrease)

(22,723)

(98,403)

$ (230,418)

$ (969,652)

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

International Small Cap Opportunities

 

 

 

 

Shares sold

13,306,080

5,283,408

$ 163,920,015

$ 53,067,911

Reinvestment of distributions

279,367

495,697

3,092,593

4,634,765

Shares redeemed

(6,858,430)

(8,350,807)

(83,019,406)

(84,356,251)

Net increase (decrease)

6,727,017

(2,571,702)

$ 83,993,202

$ (26,653,575)

Institutional Class

 

 

 

 

Shares sold

107,232

348,073

$ 1,308,852

$ 3,541,043

Reinvestment of distributions

3,187

1,709

35,307

15,997

Shares redeemed

(121,854)

(70,045)

(1,389,261)

(705,927)

Net increase (decrease)

(11,435)

279,737

$ (45,102)

$ 2,851,113

11. Other.

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

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity International Small Cap Opportunities Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity International Small Cap Opportunities Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 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 Small Cap Opportunities 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 12, 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.

Annual Report

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 1-877-208-0098.

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

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

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/09/13

12/06/13

$0.092

$0.079

Institutional Class designates 10% of the dividends distributed in December 2012 during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class designates 100% of the dividends distributed in December 2012 during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h) (11) of the Internal Revenue Code.

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

 

Pay Date

Income

Taxes

Institutional Class

12/10/2012

0.121

0.0136

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 International Small Cap Opportunities Fund

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

The Board meets regularly and, at each of its meetings, 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, 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.

Annual Report

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

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 International Small Cap Opportunities Fund

lsi2027070

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 is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing 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 19% means that 81% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to 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 International Small Cap Opportunities Fund

lsi2027072

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.

Annual Report

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

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

The Board noted that the total expense ratio of each of Class A and the retail class ranked below its competitive median for 2012 and the total expense ratio of each of Class T, Class B, 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

AILSI-UANN-1213
1.815081.108

Fidelity®

International Value

Fund

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 financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

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

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Life of
fund
A

Fidelity® International Value Fund

25.57%

11.65%

1.40%

A From May 18, 2006

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® International Value Fund, a class of the fund, on May 18, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Value Index performed over the same period.

fiv2186186

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 Alex Zavratsky, Portfolio Manager of Fidelity® International Value Fund: For the year, the fund's Retail Class shares rose 25.57%, trailing the 27.95% gain of the benchmark MSCI® EAFE® Value Index. The fund performed relatively well through the first half of the reporting period when investors generally gravitated towards the high-quality, steady compounders I seek. However, performance took a turn during the second half - specifically in the third quarter - when investors became more bullish on the European recovery. Versus the index, it hurt to largely avoid Germany-based Daimler - the world's third-largest luxury automobile manufacturer. Daimler's stock rose 85% during the past year amid an improving economic environment in Europe. Daimler was not held at period end. By contrast, a non-index investment in Japan-based SoftBank was a winner. The Internet and telecom-services provider saw significant growth during the period. In June, SoftBank completed its protracted takeover of telecom giant Sprint, the U.S.'s third-largest mobile carrier, and sported two consecutive quarters of better-than-expected financial results in the second half of the period. Additionally, the firm stands to benefit from the planned initial public offering of Alibaba, China's - and the world's - biggest Internet retailer, which is about 37% owned by SoftBank.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 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.

Annual Report

 

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

1.37%

 

 

 

Actual

 

$ 1,000.00

$ 1,066.70

$ 7.14

HypotheticalA

 

$ 1,000.00

$ 1,018.30

$ 6.97

Class T

1.64%

 

 

 

Actual

 

$ 1,000.00

$ 1,065.60

$ 8.54

HypotheticalA

 

$ 1,000.00

$ 1,016.94

$ 8.34

Class B

2.12%

 

 

 

Actual

 

$ 1,000.00

$ 1,062.70

$ 11.02

HypotheticalA

 

$ 1,000.00

$ 1,014.52

$ 10.76

Class C

2.12%

 

 

 

Actual

 

$ 1,000.00

$ 1,061.80

$ 11.02

HypotheticalA

 

$ 1,000.00

$ 1,014.52

$ 10.76

International Value

1.03%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.10

$ 5.37

HypotheticalA

 

$ 1,000.00

$ 1,020.01

$ 5.24

Institutional Class

1.03%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.00

$ 5.37

HypotheticalA

 

$ 1,000.00

$ 1,020.01

$ 5.24

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


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

fiv2186188

United Kingdom 24.7%

 

fiv2186190

Japan 19.0%

 

fiv2186192

France 15.6%

 

fiv2186194

Germany 9.1%

 

fiv2186196

Australia 6.8%

 

fiv2186198

Switzerland 5.7%

 

fiv2186200

Netherlands 3.2%

 

fiv2186202

Spain 3.1%

 

fiv2186204

United States of America* 2.6%

 

fiv2186206

Other 10.2%

 

fiv2186208

* 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

fiv2186188

United Kingdom 26.6%

 

fiv2186190

Japan 19.2%

 

fiv2186192

Germany 8.9%

 

fiv2186194

Switzerland 8.6%

 

fiv2186196

Australia 8.3%

 

fiv2186198

France 7.8%

 

fiv2186200

Singapore 3.3%

 

fiv2186202

Spain 2.8%

 

fiv2186204

Netherlands 2.4%

 

fiv2186206

Other* 12.1%

 

fiv2186220

* 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

98.2

97.9

Short-Term Investments and Net Other Assets (Liabilities)

1.8

2.1

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

HSBC Holdings PLC sponsored ADR (United Kingdom, Commercial Banks)

3.7

3.6

Total SA (France, Oil, Gas & Consumable Fuels)

3.6

0.0

Sanofi SA (France, Pharmaceuticals)

3.4

3.7

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

3.4

3.2

Royal Dutch Shell PLC Class A sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

2.6

4.0

Australia & New Zealand Banking Group Ltd. (Australia, Commercial Banks)

2.3

2.4

Westpac Banking Corp. (Australia, Commercial Banks)

2.2

2.7

Sumitomo Mitsui Financial Group, Inc. (Japan, Commercial Banks)

2.2

2.5

BNP Paribas SA (France, Commercial Banks)

1.9

1.6

BASF AG (Germany, Chemicals)

1.9

0.5

 

27.2

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

31.7

34.8

Health Care

10.7

12.1

Consumer Discretionary

10.2

8.6

Telecommunication Services

10.2

8.5

Industrials

9.2

6.3

Materials

7.1

6.0

Energy

6.9

7.7

Consumer Staples

6.3

6.2

Information Technology

3.3

2.3

Utilities

2.6

5.4

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 96.7%

Shares

Value

Australia - 6.8%

Ansell Ltd.

47,969

$ 883,636

Australia & New Zealand Banking Group Ltd.

139,122

4,449,661

Telstra Corp. Ltd.

331,729

1,624,104

Transurban Group unit

143,240

961,221

Westfield Group unit

98,459

1,006,893

Westpac Banking Corp.

135,554

4,393,196

TOTAL AUSTRALIA

13,318,711

Bailiwick of Guernsey - 0.1%

Resolution Ltd.

43,079

246,866

Bailiwick of Jersey - 1.0%

Informa PLC

105,010

942,047

Wolseley PLC

18,760

1,010,982

TOTAL BAILIWICK OF JERSEY

1,953,029

Belgium - 1.3%

Anheuser-Busch InBev SA NV

7,400

767,112

KBC Groupe SA

16,551

902,256

UCB SA

11,800

775,759

TOTAL BELGIUM

2,445,127

Bermuda - 0.4%

Hongkong Land Holdings Ltd.

129,000

794,640

Denmark - 0.6%

A.P. Moller - Maersk A/S Series B

126

1,219,114

Finland - 1.4%

Nokia Corp. (a)

114,033

866,741

Sampo Oyj (A Shares)

40,034

1,896,487

TOTAL FINLAND

2,763,228

France - 15.6%

Arkema SA

10,899

1,237,419

Atos Origin SA

15,318

1,307,779

BNP Paribas SA

51,004

3,776,932

Cap Gemini SA

16,693

1,098,115

Carrefour SA

40,136

1,470,266

GDF Suez

78,307

1,949,933

Havas SA

106,875

890,392

Kering SA

4,642

1,054,753

Renault SA

16,119

1,411,838

Sanofi SA

61,770

6,586,117

Schneider Electric SA

7,135

601,112

Common Stocks - continued

Shares

Value

France - continued

Total SA

114,528

$ 7,026,634

Vivendi SA

81,096

2,058,471

TOTAL FRANCE

30,469,761

Germany - 7.6%

Allianz SE

17,093

2,875,474

BASF AG

36,013

3,746,950

Bayer AG

18,190

2,260,807

Deutsche Post AG

53,459

1,809,155

Fresenius SE & Co. KGaA

8,300

1,078,812

HeidelbergCement Finance AG

13,939

1,098,825

Siemens AG

15,408

1,969,024

TOTAL GERMANY

14,839,047

Hong Kong - 0.9%

Hysan Development Co. Ltd.

210,000

981,878

Wing Hang Bank Ltd.

57,265

814,695

TOTAL HONG KONG

1,796,573

Italy - 0.2%

Unione di Banche Italiane ScpA

68,032

471,089

Japan - 19.0%

AEON Financial Service Co. Ltd.

13,400

411,517

AEON Mall Co. Ltd.

19,900

565,179

Air Water, Inc.

40,000

571,771

Astellas Pharma, Inc.

17,500

975,562

Daikin Industries Ltd.

13,900

799,714

DENSO Corp.

15,500

745,060

Dentsu, Inc.

20,900

789,648

East Japan Railway Co.

9,600

833,959

Hoya Corp.

53,200

1,275,702

Isuzu Motors Ltd.

124,000

772,220

Itochu Corp.

99,200

1,192,795

Japan Exchange Group, Inc.

23,800

553,306

Japan Tobacco, Inc.

43,400

1,570,372

JFE Holdings, Inc.

40,000

909,388

JTEKT Corp.

61,700

792,122

Kansai Electric Power Co., Inc. (a)

61,200

774,610

KDDI Corp.

32,300

1,749,255

Leopalace21 Corp. (a)

46,800

324,909

Mitsubishi Electric Corp.

95,000

1,044,237

MS&AD Insurance Group Holdings, Inc.

43,000

1,111,866

Common Stocks - continued

Shares

Value

Japan - continued

Nippon Telegraph & Telephone Corp.

28,300

$ 1,471,043

Omron Corp.

21,900

835,731

ORIX Corp.

102,000

1,766,751

Santen Pharmaceutical Co. Ltd.

18,600

944,243

Seven & i Holdings Co., Ltd.

36,200

1,339,713

Seven Bank Ltd.

168,100

594,949

Shinsei Bank Ltd.

355,000

831,164

SoftBank Corp.

14,900

1,112,716

Sumitomo Corp.

82,000

1,067,091

Sumitomo Mitsui Financial Group, Inc.

89,100

4,306,728

Sumitomo Mitsui Trust Holdings, Inc.

287,000

1,417,518

Tokyo Tatemono Co. Ltd.

71,000

666,548

Toyota Motor Corp.

34,100

2,210,982

USS Co. Ltd.

54,100

792,267

TOTAL JAPAN

37,120,636

Netherlands - 3.2%

AEGON NV

77,771

618,815

ING Groep NV (Certificaten Van Aandelen) (a)

103,600

1,316,520

Koninklijke Philips Electronics NV

58,871

2,080,544

Royal DSM NV

16,756

1,269,248

Unilever NV (Certificaten Van Aandelen) (Bearer)

23,931

948,756

TOTAL NETHERLANDS

6,233,883

Norway - 1.1%

Telenor ASA

86,977

2,089,301

Singapore - 1.7%

Singapore Telecommunications Ltd.

604,000

1,837,965

United Overseas Bank Ltd.

89,480

1,501,178

TOTAL SINGAPORE

3,339,143

Spain - 3.1%

Amadeus IT Holding SA Class A

25,469

945,778

Banco Bilbao Vizcaya Argentaria SA sponsored ADR

258,286

3,016,780

International Consolidated Airlines Group SA CDI (a)

131,800

735,211

Repsol YPF SA

51,172

1,374,290

TOTAL SPAIN

6,072,059

Sweden - 1.5%

Svenska Cellulosa AB (SCA) (B Shares)

36,665

1,041,097

Svenska Handelsbanken AB (A Shares)

40,733

1,845,543

TOTAL SWEDEN

2,886,640

Common Stocks - continued

Shares

Value

Switzerland - 5.7%

Novartis AG

47,615

$ 3,695,999

Roche Holding AG (participation certificate)

5,519

1,527,936

Swiss Re Ltd.

25,690

2,256,564

Syngenta AG (Switzerland)

3,374

1,361,803

UBS AG (NY Shares)

119,658

2,316,579

TOTAL SWITZERLAND

11,158,881

United Kingdom - 24.7%

Barclays PLC

710,298

2,988,555

BHP Billiton PLC

103,607

3,197,156

British American Tobacco PLC (United Kingdom)

23,760

1,310,893

BT Group PLC

188,458

1,140,290

Bunzl PLC

57,725

1,274,500

Compass Group PLC

99,686

1,433,734

GlaxoSmithKline PLC sponsored ADR

18,675

982,865

HSBC Holdings PLC sponsored ADR

130,948

7,207,381

Imperial Tobacco Group PLC

54,799

2,046,369

ITV PLC

460,796

1,410,446

Kingfisher PLC

228,068

1,380,458

Legal & General Group PLC

607,012

2,105,211

National Grid PLC

188,558

2,369,563

Next PLC

11,900

1,038,931

Prudential PLC

89,236

1,824,944

Reed Elsevier PLC

111,611

1,564,085

Rolls-Royce Group PLC

42,200

778,130

Royal Dutch Shell PLC Class A sponsored ADR

77,296

5,152,551

Taylor Wimpey PLC

405,828

717,076

Tesco PLC

320,338

1,870,640

Vodafone Group PLC sponsored ADR

177,808

6,546,891

TOTAL UNITED KINGDOM

48,340,669

United States of America - 0.8%

AbbVie, Inc.

23,011

1,114,883

Cabot Corp.

11,470

534,617

TOTAL UNITED STATES OF AMERICA

1,649,500

TOTAL COMMON STOCKS

(Cost $164,698,583)


189,207,897

Nonconvertible Preferred Stocks - 1.5%

Shares

Value

Germany - 1.5%

Volkswagen AG
(Cost $2,345,243)

11,381

$ 2,892,718

Money Market Funds - 1.8%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)
(Cost $3,487,195)

3,487,195


3,487,195

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $170,531,021)

195,587,810

NET OTHER ASSETS (LIABILITIES) - 0.0%

77,461

NET ASSETS - 100%

$ 195,665,271

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.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 2,240

Fidelity Securities Lending Cash Central Fund

158,210

Total

$ 160,450

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

$ 20,046,655

$ 14,736,478

$ 5,310,177

$ -

Consumer Staples

12,365,218

6,428,372

5,936,846

-

Energy

13,553,475

6,526,841

7,026,634

-

Financials

62,158,572

42,859,303

19,299,269

-

Health Care

20,826,619

8,624,698

12,201,921

-

Industrials

18,168,911

8,389,425

9,779,486

-

Information Technology

6,329,846

3,351,672

2,978,174

-

Materials

13,927,177

7,887,059

6,040,118

-

Telecommunication Services

19,630,036

14,156,732

5,473,304

-

Utilities

5,094,106

1,949,933

3,144,173

-

Money Market Funds

3,487,195

3,487,195

-

-

Total Investments in Securities:

$ 195,587,810

$ 118,397,708

$ 77,190,102

$ -

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

$ 11,626,467

Level 2 to Level 1

$ 0

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $167,043,826)

$ 192,100,615

 

Fidelity Central Funds (cost $3,487,195)

3,487,195

 

Total Investments (cost $170,531,021)

 

$ 195,587,810

Receivable for investments sold

945,289

Receivable for fund shares sold

73,339

Dividends receivable

654,419

Distributions receivable from Fidelity Central Funds

351

Prepaid expenses

630

Other receivables

10,543

Total assets

197,272,381

 

 

 

Liabilities

Payable for investments purchased

$ 1,230,443

Payable for fund shares redeemed

157,688

Accrued management fee

94,900

Distribution and service plan fees payable

6,010

Other affiliated payables

40,392

Other payables and accrued expenses

77,677

Total liabilities

1,607,110

 

 

 

Net Assets

$ 195,665,271

Net Assets consist of:

 

Paid in capital

$ 282,926,219

Undistributed net investment income

3,680,675

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(116,002,753)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

25,061,130

Net Assets

$ 195,665,271

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($6,190,531 ÷ 690,803 shares)

$ 8.96

 

 

 

Maximum offering price per share (100/94.25 of $8.96)

$ 9.51

Class T:
Net Asset Value
and redemption price per share ($3,757,790 ÷ 420,208 shares)

$ 8.94

 

 

 

Maximum offering price per share (100/96.50 of $8.94)

$ 9.26

Class B:
Net Asset Value
and offering price per share ($678,055 ÷ 75,490 shares)A

$ 8.98

 

 

 

Class C:
Net Asset Value
and offering price per share ($3,231,305 ÷ 361,660 shares)A

$ 8.93

 

 

 

International Value:
Net Asset Value
, offering price and redemption price per share ($181,568,150 ÷ 20,236,094 shares)

$ 8.97

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($239,440 ÷ 26,656 shares)

$ 8.98

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 5,981,397

Income from Fidelity Central Funds

 

160,450

Income before foreign taxes withheld

 

6,141,847

Less foreign taxes withheld

 

(388,783)

Total income

 

5,753,064

 

 

 

Expenses

Management fee
Basic fee

$ 1,176,503

Performance adjustment

(93,277)

Transfer agent fees

370,369

Distribution and service plan fees

62,780

Accounting and security lending fees

87,132

Custodian fees and expenses

93,872

Independent trustees' compensation

929

Registration fees

74,322

Audit

62,420

Legal

395

Miscellaneous

1,091

Total expenses before reductions

1,836,536

Expense reductions

(47,772)

1,788,764

Net investment income (loss)

3,964,300

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

9,459,633

Foreign currency transactions

(62,042)

Total net realized gain (loss)

 

9,397,591

Change in net unrealized appreciation (depreciation) on:

Investment securities

23,778,218

Assets and liabilities in foreign currencies

13,304

Total change in net unrealized appreciation (depreciation)

 

23,791,522

Net gain (loss)

33,189,113

Net increase (decrease) in net assets resulting from operations

$ 37,153,413

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)

$ 3,964,300

$ 4,504,170

Net realized gain (loss)

9,397,591

(6,022,570)

Change in net unrealized appreciation (depreciation)

23,791,522

12,827,702

Net increase (decrease) in net assets resulting
from operations

37,153,413

11,309,302

Distributions to shareholders from net investment income

(4,120,600)

(5,463,877)

Distributions to shareholders from net realized gain

(786,952)

-

Total distributions

(4,907,552)

(5,463,877)

Share transactions - net increase (decrease)

23,938,130

(27,953,937)

Redemption fees

3,144

2,109

Total increase (decrease) in net assets

56,187,135

(22,106,403)

 

 

 

Net Assets

Beginning of period

139,478,136

161,584,539

End of period (including undistributed net investment income of $3,680,675 and undistributed net investment income of $3,836,975, respectively)

$ 195,665,271

$ 139,478,136

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.39

$ 7.02

$ 8.22

$ 7.75

$ 5.93

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .17

  .20

  .22

  .15

  .12

Net realized and unrealized gain (loss)

  1.64

  .39

  (1.19)

  .44

  1.78

Total from investment operations

  1.81

  .59

  (.97)

  .59

  1.90

Distributions from net investment income

  (.20)

  (.22)

  (.19)

  (.11)

  (.08)

Distributions from net realized gain

  (.04)

  -

  (.03)

  (.01)

  -

Total distributions

  (.24)

  (.22)

  (.23) H

  (.12)

  (.08)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.96

$ 7.39

$ 7.02

$ 8.22

$ 7.75

Total Return A, B

  25.24%

  8.82%

  (12.19)%

  7.60%

  32.71%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.39%

  1.44%

  1.36%

  1.40%

  1.34%

Expenses net of fee waivers, if any

  1.39%

  1.44%

  1.36%

  1.40%

  1.34%

Expenses net of all reductions

  1.36%

  1.41%

  1.34%

  1.38%

  1.32%

Net investment income (loss)

  2.08%

  2.85%

  2.79%

  1.93%

  1.86%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,191

$ 4,491

$ 4,668

$ 4,699

$ 4,456

Portfolio turnover rate E

  79%

  74%

  83%

  43%

  46%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.23 per share is comprised of distributions from net investment income of $.191 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.38

$ 7.00

$ 8.20

$ 7.73

$ 5.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .15

  .18

  .20

  .13

  .10

Net realized and unrealized gain (loss)

  1.64

  .40

  (1.19)

  .44

  1.77

Total from investment operations

  1.79

  .58

  (.99)

  .57

  1.87

Distributions from net investment income

  (.19)

  (.20)

  (.17)

  (.09)

  (.05)

Distributions from net realized gain

  (.04)

  -

  (.03)

  (.01)

  -

Total distributions

  (.23)

  (.20)

  (.21) H

  (.10)

  (.05)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.94

$ 7.38

$ 7.00

$ 8.20

$ 7.73

Total Return A, B

  24.86%

  8.60%

  (12.42)%

  7.32%

  32.14%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.66%

  1.71%

  1.63%

  1.67%

  1.60%

Expenses net of fee waivers, if any

  1.65%

  1.70%

  1.62%

  1.67%

  1.60%

Expenses net of all reductions

  1.63%

  1.67%

  1.60%

  1.65%

  1.59%

Net investment income (loss)

  1.81%

  2.58%

  2.52%

  1.65%

  1.59%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,758

$ 2,693

$ 2,468

$ 2,276

$ 2,395

Portfolio turnover rate E

  79%

  74%

  83%

  43%

  46%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.21 per share is comprised of distributions from net investment income of $.173 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.39

$ 7.00

$ 8.20

$ 7.74

$ 5.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .11

  .14

  .17

  .09

  .07

Net realized and unrealized gain (loss)

  1.65

  .41

  (1.20)

  .44

  1.79

Total from investment operations

  1.76

  .55

  (1.03)

  .53

  1.86

Distributions from net investment income

  (.13)

  (.16)

  (.13)

  (.06)

  -

Distributions from net realized gain

  (.04)

  -

  (.03)

  (.01)

  -

Total distributions

  (.17)

  (.16)

  (.17) H

  (.07)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.98

$ 7.39

$ 7.00

$ 8.20

$ 7.74

Total Return A, B

  24.30%

  8.07%

  (12.88)%

  6.82%

  31.63%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.14%

  2.19%

  2.11%

  2.15%

  2.08%

Expenses net of fee waivers, if any

  2.14%

  2.19%

  2.11%

  2.15%

  2.08%

Expenses net of all reductions

  2.11%

  2.16%

  2.09%

  2.13%

  2.07%

Net investment income (loss)

  1.32%

  2.09%

  2.04%

  1.18%

  1.11%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 678

$ 691

$ 901

$ 1,216

$ 1,076

Portfolio turnover rate E

  79%

  74%

  83%

  43%

  46%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.17 per share is comprised of distributions from net investment income of $.131 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.38

$ 7.00

$ 8.20

$ 7.73

$ 5.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .11

  .14

  .16

  .09

  .07

Net realized and unrealized gain (loss)

  1.63

  .41

  (1.19)

  .44

  1.78

Total from investment operations

  1.74

  .55

  (1.03)

  .53

  1.85

Distributions from net investment income

  (.15)

  (.17)

  (.14)

  (.05)

  -

Distributions from net realized gain

  (.04)

  -

  (.03)

  (.01)

  -

Total distributions

  (.19)

  (.17)

  (.17)

  (.06)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.93

$ 7.38

$ 7.00

$ 8.20

$ 7.73

Total Return A, B

  24.17%

  8.12%

  (12.84)%

  6.84%

  31.46%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.14%

  2.19%

  2.12%

  2.15%

  2.08%

Expenses net of fee waivers, if any

  2.14%

  2.19%

  2.11%

  2.15%

  2.08%

Expenses net of all reductions

  2.11%

  2.16%

  2.09%

  2.13%

  2.06%

Net investment income (loss)

  1.33%

  2.09%

  2.04%

  1.18%

  1.12%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,231

$ 2,249

$ 2,108

$ 2,123

$ 2,108

Portfolio turnover rate E

  79%

  74%

  83%

  43%

  46%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Value

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.40

$ 7.03

$ 8.23

$ 7.75

$ 5.95

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .19

  .22

  .25

  .17

  .13

Net realized and unrealized gain (loss)

  1.65

  .40

  (1.20)

  .44

  1.78

Total from investment operations

  1.84

  .62

  (.95)

  .61

  1.91

Distributions from net investment income

  (.22)

  (.25)

  (.22)

  (.13)

  (.11)

Distributions from net realized gain

  (.04)

  -

  (.03)

  (.01)

  -

Total distributions

  (.27) H

  (.25)

  (.25)

  (.13) G

  (.11)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.97

$ 7.40

$ 7.03

$ 8.23

$ 7.75

Total Return A

  25.57%

  9.19%

  (11.91)%

  7.95%

  33.09%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.05%

  1.13%

  1.04%

  1.09%

  1.07%

Expenses net of fee waivers, if any

  1.05%

  1.13%

  1.03%

  1.09%

  1.07%

Expenses net of all reductions

  1.02%

  1.10%

  1.01%

  1.08%

  1.06%

Net investment income (loss)

  2.41%

  3.16%

  3.11%

  2.23%

  2.12%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 181,568

$ 128,983

$ 150,967

$ 163,090

$ 180,447

Portfolio turnover rate D

  79%

  74%

  83%

  43%

  46%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Amount represents less than $.01 per share.

G Total distributions of $.13 per share is comprised of distributions from net investment income of $.129 and distributions from net realized gain of $.005 per share.

H Total distributions of $.27 per share is comprised of distributions from net investment income of $.223 and distributions from net realized gain of $.042 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.41

$ 7.04

$ 8.24

$ 7.76

$ 5.96

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .19

  .22

  .25

  .18

  .14

Net realized and unrealized gain (loss)

  1.65

  .40

  (1.19)

  .44

  1.78

Total from investment operations

  1.84

  .62

  (.94)

  .62

  1.92

Distributions from net investment income

  (.23)

  (.25)

  (.22)

  (.14)

  (.12)

Distributions from net realized gain

  (.04)

  -

  (.03)

  (.01)

  -

Total distributions

  (.27)

  (.25)

  (.26) H

  (.14) G

  (.12)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.98

$ 7.41

$ 7.04

$ 8.24

$ 7.76

Total Return A

  25.64%

  9.22%

  (11.83)%

  8.05%

  33.06%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.07%

  1.10%

  .98%

  .98%

  .93%

Expenses net of fee waivers, if any

  1.07%

  1.10%

  .98%

  .98%

  .93%

Expenses net of all reductions

  1.04%

  1.07%

  .96%

  .97%

  .92%

Net investment income (loss)

  2.39%

  3.18%

  3.17%

  2.34%

  2.26%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 239

$ 372

$ 473

$ 519

$ 814

Portfolio turnover rate D

  79%

  74%

  83%

  43%

  46%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Amount represents less than $.01 per share.

G Total distributions of $.14 per share is comprised of distributions from net investment income of $.137 and distributions from net realized gain of $.005 per share.

H Total distributions of $.26 per share is comprised of distributions from net investment income of $.221 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity International Value Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, International Value and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. 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

Annual Report

3. Significant Accounting Policies - continued

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

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. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Annual Report

3. Significant Accounting Policies - continued

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.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 28,874,674

Gross unrealized depreciation

(4,985,981)

Net unrealized appreciation (depreciation) on securities and other investments

$ 23,888,693

 

 

Tax Cost

$ 171,699,117

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 3,934,281

Capital loss carryforward

$ (115,088,265)

Net unrealized appreciation (depreciation)

$ 23,893,034

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

$ (14,771,177)

2017

(65,376,972)

2018

(3,571,319)

2019

(31,368,797)

Total with expiration

$ (115,088,265)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 4,907,552

$ 5,463,877

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.

Annual Report

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $150,085,429 and $129,207,208, 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 International Value 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 .65% 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%

$ 13,148

$ 2,395

Class T

.25%

.25%

15,589

2,306

Class B

.75%

.25%

6,888

5,482

Class C

.75%

.25%

27,155

8,369

 

 

 

$ 62,780

$ 18,552

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 3,932

Class T

1,030

Class B*

1,552

Class C*

514

 

$ 7,028

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales
are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 15,780

.30

Class T

9,962

.32

Class B

2,081

.30

Class C

8,174

.30

International Value

333,690

.21

Institutional Class

682

.23

 

$ 370,369

 

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

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees - continued

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 $199 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $349 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $158,210. During the period, there were no securities loaned to FCM.

Annual Report

Notes to Financial Statements - continued

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 $47,222 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $550.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012

From net investment income

 

 

Class A

$ 121,166

$ 143,989

Class T

67,016

67,838

Class B

11,860

19,758

Class C

47,865

50,970

International Value

3,862,005

5,163,324

Institutional Class

10,688

17,998

Total

$ 4,120,600

$ 5,463,877

From net realized gain

 

 

Class A

$ 25,318

$ -

Class T

15,214

-

Class B

3,861

-

Class C

13,226

-

International Value

727,373

-

Institutional Class

1,960

-

Total

$ 786,952

$ -

10. 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

221,312

186,877

$ 1,773,149

$ 1,294,428

Reinvestment of distributions

17,344

19,578

128,001

128,823

Shares redeemed

(155,517)

(263,913)

(1,235,132)

(1,814,670)

Net increase (decrease)

83,139

(57,458)

$ 666,018

$ (391,419)

Class T

 

 

 

 

Shares sold

91,084

87,833

$ 741,140

$ 599,355

Reinvestment of distributions

11,018

10,069

81,425

66,355

Shares redeemed

(46,826)

(85,446)

(371,734)

(585,214)

Net increase (decrease)

55,276

12,456

$ 450,831

$ 80,496

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Class B

 

 

 

 

Shares sold

6,334

2,850

$ 51,789

$ 19,157

Reinvestment of distributions

1,746

2,474

13,011

16,400

Shares redeemed

(26,098)

(40,532)

(212,223)

(279,913)

Net increase (decrease)

(18,018)

(35,208)

$ (147,423)

$ (244,356)

Class C

 

 

 

 

Shares sold

93,011

72,761

$ 748,735

$ 498,768

Reinvestment of distributions

7,487

6,699

55,475

44,283

Shares redeemed

(43,711)

(75,717)

(352,531)

(522,498)

Net increase (decrease)

56,787

3,743

$ 451,679

$ 20,553

International Value

 

 

 

 

Shares sold

6,308,136

2,278,492

$ 51,241,221

$ 15,694,819

Reinvestment of distributions

602,705

762,294

4,441,937

5,008,269

Shares redeemed

(4,113,021)

(7,089,505)

(32,981,230)

(48,008,194)

Net increase (decrease)

2,797,820

(4,048,719)

$ 22,701,928

$ (27,305,106)

Institutional Class

 

 

 

 

Shares sold

6,984

18,483

$ 56,532

$ 132,098

Reinvestment of distributions

1,136

1,234

8,383

8,117

Shares redeemed

(31,601)

(36,776)

(249,818)

(254,320)

Net increase (decrease)

(23,481)

(17,059)

$ (184,903)

$ (114,105)

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, Strategic Advisers International II Fund and VIP FundsManager 60% Portfolio were the owners of record of approximately 25% and 14%, respectively, of the total outstanding shares of the Fund.

Mutual funds managed by FMR or its affiliates were owners of record, in the aggregate, of approximately 46% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity International Value Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity International Value Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 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 Value 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 6, 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.

Annual Report

Trustees and Officers - continued

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 1-800-544-8544.

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 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 International Value Fund voted to pay on December 09, 2013, to shareholders of record at the opening of business on December 6, 2013, a distribution of $0.014 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.197 per share from net investment income.

The fund designates 76% of the dividends distributed in December 2012 during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

International Value Fund

12/10/12

$0.195

$0.0098

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 International Value Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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 September 2011.

Annual Report

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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Value Fund

fiv2186222

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 International Value Fund

fiv2186224

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the fund's management fee 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, Institutional Class, and the retail class ranked below its competitive median for 2012 and the total expense ratio of each of Class T and Class C 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.

Annual Report

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.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisors

FIL Investment Advisors (U.K.) 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

The Northern Trust Company
Chicago, IL

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-8888

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) fiv2186226
1-800-544-5555

fiv2186226
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

FIV-UANN-1213
1.827481.107

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

International Value

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® International Value Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow. Returns reflect the conversion of Class B shares to Class A shares after a maximum of seven years.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Life of
fund
A

Class A (incl. 5.75% sales charge)

18.04%

10.00%

0.29%

Class T (incl. 3.50% sales charge)

20.49%

10.20%

0.34%

Class B (incl. contingent deferred sales charge)B

19.30%

10.20%

0.39%

Class C (incl. contingent deferred sales charge)C

23.17%

10.45%

0.34%

A From May 18, 2006.

B Class B shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 5%, 2%, and 0%, respectively.

C Class C shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Value Fund - Class A on May 18, 2006, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Value Index performed over the same period.

afi2347900

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 Alex Zavratsky, Portfolio Manager of Fidelity Advisor® International Value Fund: For the year, the fund's Class A, Class T, Class B and Class C shares rose 25.24%, 24.86%, 24.30% and 24.17%, respectively (excluding sales charges), trailing the 27.95% gain of the benchmark MSCI® EAFE® Value Index. The fund performed relatively well through the first half of the reporting period when investors generally gravitated towards the high-quality, steady compounders I seek. However, performance took a turn during the second half - specifically in the third quarter - when investors became more bullish on the European recovery. Versus the index, it hurt to largely avoid Germany-based Daimler - the world's third-largest luxury automobile manufacturer. Daimler's stock rose 85% during the past year amid an improving economic environment in Europe. Daimler was not held at period end. By contrast, a non-index investment in Japan-based SoftBank was a winner. The Internet and telecom-services provider saw significant growth during the period. In June, SoftBank completed its protracted takeover of telecom giant Sprint, the U.S.'s third-largest mobile carrier, and sported two consecutive quarters of better-than-expected financial results in the second half of the period. Additionally, the firm stands to benefit from the planned initial public offering of Alibaba, China's - and the world's - biggest Internet retailer, which is about 37% owned by SoftBank.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 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.

Annual Report

 

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

1.37%

 

 

 

Actual

 

$ 1,000.00

$ 1,066.70

$ 7.14

HypotheticalA

 

$ 1,000.00

$ 1,018.30

$ 6.97

Class T

1.64%

 

 

 

Actual

 

$ 1,000.00

$ 1,065.60

$ 8.54

HypotheticalA

 

$ 1,000.00

$ 1,016.94

$ 8.34

Class B

2.12%

 

 

 

Actual

 

$ 1,000.00

$ 1,062.70

$ 11.02

HypotheticalA

 

$ 1,000.00

$ 1,014.52

$ 10.76

Class C

2.12%

 

 

 

Actual

 

$ 1,000.00

$ 1,061.80

$ 11.02

HypotheticalA

 

$ 1,000.00

$ 1,014.52

$ 10.76

International Value

1.03%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.10

$ 5.37

HypotheticalA

 

$ 1,000.00

$ 1,020.01

$ 5.24

Institutional Class

1.03%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.00

$ 5.37

HypotheticalA

 

$ 1,000.00

$ 1,020.01

$ 5.24

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


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

afi2347902

United Kingdom 24.7%

 

afi2347904

Japan 19.0%

 

afi2347906

France 15.6%

 

afi2347908

Germany 9.1%

 

afi2347910

Australia 6.8%

 

afi2347912

Switzerland 5.7%

 

afi2347914

Netherlands 3.2%

 

afi2347916

Spain 3.1%

 

afi2347918

United States of America* 2.6%

 

afi2347920

Other 10.2%

 

afi2347922

* 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

afi2347902

United Kingdom 26.6%

 

afi2347904

Japan 19.2%

 

afi2347906

Germany 8.9%

 

afi2347908

Switzerland 8.6%

 

afi2347910

Australia 8.3%

 

afi2347912

France 7.8%

 

afi2347914

Singapore 3.3%

 

afi2347916

Spain 2.8%

 

afi2347918

Netherlands 2.4%

 

afi2347920

Other* 12.1%

 

afi2347934

* 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

98.2

97.9

Short-Term Investments and Net Other Assets (Liabilities)

1.8

2.1

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

HSBC Holdings PLC sponsored ADR (United Kingdom, Commercial Banks)

3.7

3.6

Total SA (France, Oil, Gas & Consumable Fuels)

3.6

0.0

Sanofi SA (France, Pharmaceuticals)

3.4

3.7

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

3.4

3.2

Royal Dutch Shell PLC Class A sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

2.6

4.0

Australia & New Zealand Banking Group Ltd. (Australia, Commercial Banks)

2.3

2.4

Westpac Banking Corp. (Australia, Commercial Banks)

2.2

2.7

Sumitomo Mitsui Financial Group, Inc. (Japan, Commercial Banks)

2.2

2.5

BNP Paribas SA (France, Commercial Banks)

1.9

1.6

BASF AG (Germany, Chemicals)

1.9

0.5

 

27.2

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

31.7

34.8

Health Care

10.7

12.1

Consumer Discretionary

10.2

8.6

Telecommunication Services

10.2

8.5

Industrials

9.2

6.3

Materials

7.1

6.0

Energy

6.9

7.7

Consumer Staples

6.3

6.2

Information Technology

3.3

2.3

Utilities

2.6

5.4

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 96.7%

Shares

Value

Australia - 6.8%

Ansell Ltd.

47,969

$ 883,636

Australia & New Zealand Banking Group Ltd.

139,122

4,449,661

Telstra Corp. Ltd.

331,729

1,624,104

Transurban Group unit

143,240

961,221

Westfield Group unit

98,459

1,006,893

Westpac Banking Corp.

135,554

4,393,196

TOTAL AUSTRALIA

13,318,711

Bailiwick of Guernsey - 0.1%

Resolution Ltd.

43,079

246,866

Bailiwick of Jersey - 1.0%

Informa PLC

105,010

942,047

Wolseley PLC

18,760

1,010,982

TOTAL BAILIWICK OF JERSEY

1,953,029

Belgium - 1.3%

Anheuser-Busch InBev SA NV

7,400

767,112

KBC Groupe SA

16,551

902,256

UCB SA

11,800

775,759

TOTAL BELGIUM

2,445,127

Bermuda - 0.4%

Hongkong Land Holdings Ltd.

129,000

794,640

Denmark - 0.6%

A.P. Moller - Maersk A/S Series B

126

1,219,114

Finland - 1.4%

Nokia Corp. (a)

114,033

866,741

Sampo Oyj (A Shares)

40,034

1,896,487

TOTAL FINLAND

2,763,228

France - 15.6%

Arkema SA

10,899

1,237,419

Atos Origin SA

15,318

1,307,779

BNP Paribas SA

51,004

3,776,932

Cap Gemini SA

16,693

1,098,115

Carrefour SA

40,136

1,470,266

GDF Suez

78,307

1,949,933

Havas SA

106,875

890,392

Kering SA

4,642

1,054,753

Renault SA

16,119

1,411,838

Sanofi SA

61,770

6,586,117

Schneider Electric SA

7,135

601,112

Common Stocks - continued

Shares

Value

France - continued

Total SA

114,528

$ 7,026,634

Vivendi SA

81,096

2,058,471

TOTAL FRANCE

30,469,761

Germany - 7.6%

Allianz SE

17,093

2,875,474

BASF AG

36,013

3,746,950

Bayer AG

18,190

2,260,807

Deutsche Post AG

53,459

1,809,155

Fresenius SE & Co. KGaA

8,300

1,078,812

HeidelbergCement Finance AG

13,939

1,098,825

Siemens AG

15,408

1,969,024

TOTAL GERMANY

14,839,047

Hong Kong - 0.9%

Hysan Development Co. Ltd.

210,000

981,878

Wing Hang Bank Ltd.

57,265

814,695

TOTAL HONG KONG

1,796,573

Italy - 0.2%

Unione di Banche Italiane ScpA

68,032

471,089

Japan - 19.0%

AEON Financial Service Co. Ltd.

13,400

411,517

AEON Mall Co. Ltd.

19,900

565,179

Air Water, Inc.

40,000

571,771

Astellas Pharma, Inc.

17,500

975,562

Daikin Industries Ltd.

13,900

799,714

DENSO Corp.

15,500

745,060

Dentsu, Inc.

20,900

789,648

East Japan Railway Co.

9,600

833,959

Hoya Corp.

53,200

1,275,702

Isuzu Motors Ltd.

124,000

772,220

Itochu Corp.

99,200

1,192,795

Japan Exchange Group, Inc.

23,800

553,306

Japan Tobacco, Inc.

43,400

1,570,372

JFE Holdings, Inc.

40,000

909,388

JTEKT Corp.

61,700

792,122

Kansai Electric Power Co., Inc. (a)

61,200

774,610

KDDI Corp.

32,300

1,749,255

Leopalace21 Corp. (a)

46,800

324,909

Mitsubishi Electric Corp.

95,000

1,044,237

MS&AD Insurance Group Holdings, Inc.

43,000

1,111,866

Common Stocks - continued

Shares

Value

Japan - continued

Nippon Telegraph & Telephone Corp.

28,300

$ 1,471,043

Omron Corp.

21,900

835,731

ORIX Corp.

102,000

1,766,751

Santen Pharmaceutical Co. Ltd.

18,600

944,243

Seven & i Holdings Co., Ltd.

36,200

1,339,713

Seven Bank Ltd.

168,100

594,949

Shinsei Bank Ltd.

355,000

831,164

SoftBank Corp.

14,900

1,112,716

Sumitomo Corp.

82,000

1,067,091

Sumitomo Mitsui Financial Group, Inc.

89,100

4,306,728

Sumitomo Mitsui Trust Holdings, Inc.

287,000

1,417,518

Tokyo Tatemono Co. Ltd.

71,000

666,548

Toyota Motor Corp.

34,100

2,210,982

USS Co. Ltd.

54,100

792,267

TOTAL JAPAN

37,120,636

Netherlands - 3.2%

AEGON NV

77,771

618,815

ING Groep NV (Certificaten Van Aandelen) (a)

103,600

1,316,520

Koninklijke Philips Electronics NV

58,871

2,080,544

Royal DSM NV

16,756

1,269,248

Unilever NV (Certificaten Van Aandelen) (Bearer)

23,931

948,756

TOTAL NETHERLANDS

6,233,883

Norway - 1.1%

Telenor ASA

86,977

2,089,301

Singapore - 1.7%

Singapore Telecommunications Ltd.

604,000

1,837,965

United Overseas Bank Ltd.

89,480

1,501,178

TOTAL SINGAPORE

3,339,143

Spain - 3.1%

Amadeus IT Holding SA Class A

25,469

945,778

Banco Bilbao Vizcaya Argentaria SA sponsored ADR

258,286

3,016,780

International Consolidated Airlines Group SA CDI (a)

131,800

735,211

Repsol YPF SA

51,172

1,374,290

TOTAL SPAIN

6,072,059

Sweden - 1.5%

Svenska Cellulosa AB (SCA) (B Shares)

36,665

1,041,097

Svenska Handelsbanken AB (A Shares)

40,733

1,845,543

TOTAL SWEDEN

2,886,640

Common Stocks - continued

Shares

Value

Switzerland - 5.7%

Novartis AG

47,615

$ 3,695,999

Roche Holding AG (participation certificate)

5,519

1,527,936

Swiss Re Ltd.

25,690

2,256,564

Syngenta AG (Switzerland)

3,374

1,361,803

UBS AG (NY Shares)

119,658

2,316,579

TOTAL SWITZERLAND

11,158,881

United Kingdom - 24.7%

Barclays PLC

710,298

2,988,555

BHP Billiton PLC

103,607

3,197,156

British American Tobacco PLC (United Kingdom)

23,760

1,310,893

BT Group PLC

188,458

1,140,290

Bunzl PLC

57,725

1,274,500

Compass Group PLC

99,686

1,433,734

GlaxoSmithKline PLC sponsored ADR

18,675

982,865

HSBC Holdings PLC sponsored ADR

130,948

7,207,381

Imperial Tobacco Group PLC

54,799

2,046,369

ITV PLC

460,796

1,410,446

Kingfisher PLC

228,068

1,380,458

Legal & General Group PLC

607,012

2,105,211

National Grid PLC

188,558

2,369,563

Next PLC

11,900

1,038,931

Prudential PLC

89,236

1,824,944

Reed Elsevier PLC

111,611

1,564,085

Rolls-Royce Group PLC

42,200

778,130

Royal Dutch Shell PLC Class A sponsored ADR

77,296

5,152,551

Taylor Wimpey PLC

405,828

717,076

Tesco PLC

320,338

1,870,640

Vodafone Group PLC sponsored ADR

177,808

6,546,891

TOTAL UNITED KINGDOM

48,340,669

United States of America - 0.8%

AbbVie, Inc.

23,011

1,114,883

Cabot Corp.

11,470

534,617

TOTAL UNITED STATES OF AMERICA

1,649,500

TOTAL COMMON STOCKS

(Cost $164,698,583)


189,207,897

Nonconvertible Preferred Stocks - 1.5%

Shares

Value

Germany - 1.5%

Volkswagen AG
(Cost $2,345,243)

11,381

$ 2,892,718

Money Market Funds - 1.8%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)
(Cost $3,487,195)

3,487,195


3,487,195

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $170,531,021)

195,587,810

NET OTHER ASSETS (LIABILITIES) - 0.0%

77,461

NET ASSETS - 100%

$ 195,665,271

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.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 2,240

Fidelity Securities Lending Cash Central Fund

158,210

Total

$ 160,450

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

$ 20,046,655

$ 14,736,478

$ 5,310,177

$ -

Consumer Staples

12,365,218

6,428,372

5,936,846

-

Energy

13,553,475

6,526,841

7,026,634

-

Financials

62,158,572

42,859,303

19,299,269

-

Health Care

20,826,619

8,624,698

12,201,921

-

Industrials

18,168,911

8,389,425

9,779,486

-

Information Technology

6,329,846

3,351,672

2,978,174

-

Materials

13,927,177

7,887,059

6,040,118

-

Telecommunication Services

19,630,036

14,156,732

5,473,304

-

Utilities

5,094,106

1,949,933

3,144,173

-

Money Market Funds

3,487,195

3,487,195

-

-

Total Investments in Securities:

$ 195,587,810

$ 118,397,708

$ 77,190,102

$ -

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

$ 11,626,467

Level 2 to Level 1

$ 0

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $167,043,826)

$ 192,100,615

 

Fidelity Central Funds (cost $3,487,195)

3,487,195

 

Total Investments (cost $170,531,021)

 

$ 195,587,810

Receivable for investments sold

945,289

Receivable for fund shares sold

73,339

Dividends receivable

654,419

Distributions receivable from Fidelity Central Funds

351

Prepaid expenses

630

Other receivables

10,543

Total assets

197,272,381

 

 

 

Liabilities

Payable for investments purchased

$ 1,230,443

Payable for fund shares redeemed

157,688

Accrued management fee

94,900

Distribution and service plan fees payable

6,010

Other affiliated payables

40,392

Other payables and accrued expenses

77,677

Total liabilities

1,607,110

 

 

 

Net Assets

$ 195,665,271

Net Assets consist of:

 

Paid in capital

$ 282,926,219

Undistributed net investment income

3,680,675

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(116,002,753)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

25,061,130

Net Assets

$ 195,665,271

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($6,190,531 ÷ 690,803 shares)

$ 8.96

 

 

 

Maximum offering price per share (100/94.25 of $8.96)

$ 9.51

Class T:
Net Asset Value
and redemption price per share ($3,757,790 ÷ 420,208 shares)

$ 8.94

 

 

 

Maximum offering price per share (100/96.50 of $8.94)

$ 9.26

Class B:
Net Asset Value
and offering price per share ($678,055 ÷ 75,490 shares)A

$ 8.98

 

 

 

Class C:
Net Asset Value
and offering price per share ($3,231,305 ÷ 361,660 shares)A

$ 8.93

 

 

 

International Value:
Net Asset Value
, offering price and redemption price per share ($181,568,150 ÷ 20,236,094 shares)

$ 8.97

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($239,440 ÷ 26,656 shares)

$ 8.98

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 5,981,397

Income from Fidelity Central Funds

 

160,450

Income before foreign taxes withheld

 

6,141,847

Less foreign taxes withheld

 

(388,783)

Total income

 

5,753,064

 

 

 

Expenses

Management fee
Basic fee

$ 1,176,503

Performance adjustment

(93,277)

Transfer agent fees

370,369

Distribution and service plan fees

62,780

Accounting and security lending fees

87,132

Custodian fees and expenses

93,872

Independent trustees' compensation

929

Registration fees

74,322

Audit

62,420

Legal

395

Miscellaneous

1,091

Total expenses before reductions

1,836,536

Expense reductions

(47,772)

1,788,764

Net investment income (loss)

3,964,300

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

9,459,633

Foreign currency transactions

(62,042)

Total net realized gain (loss)

 

9,397,591

Change in net unrealized appreciation (depreciation) on:

Investment securities

23,778,218

Assets and liabilities in foreign currencies

13,304

Total change in net unrealized appreciation (depreciation)

 

23,791,522

Net gain (loss)

33,189,113

Net increase (decrease) in net assets resulting from operations

$ 37,153,413

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)

$ 3,964,300

$ 4,504,170

Net realized gain (loss)

9,397,591

(6,022,570)

Change in net unrealized appreciation (depreciation)

23,791,522

12,827,702

Net increase (decrease) in net assets resulting
from operations

37,153,413

11,309,302

Distributions to shareholders from net investment income

(4,120,600)

(5,463,877)

Distributions to shareholders from net realized gain

(786,952)

-

Total distributions

(4,907,552)

(5,463,877)

Share transactions - net increase (decrease)

23,938,130

(27,953,937)

Redemption fees

3,144

2,109

Total increase (decrease) in net assets

56,187,135

(22,106,403)

 

 

 

Net Assets

Beginning of period

139,478,136

161,584,539

End of period (including undistributed net investment income of $3,680,675 and undistributed net investment income of $3,836,975, respectively)

$ 195,665,271

$ 139,478,136

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.39

$ 7.02

$ 8.22

$ 7.75

$ 5.93

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .17

  .20

  .22

  .15

  .12

Net realized and unrealized gain (loss)

  1.64

  .39

  (1.19)

  .44

  1.78

Total from investment operations

  1.81

  .59

  (.97)

  .59

  1.90

Distributions from net investment income

  (.20)

  (.22)

  (.19)

  (.11)

  (.08)

Distributions from net realized gain

  (.04)

  -

  (.03)

  (.01)

  -

Total distributions

  (.24)

  (.22)

  (.23) H

  (.12)

  (.08)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.96

$ 7.39

$ 7.02

$ 8.22

$ 7.75

Total Return A, B

  25.24%

  8.82%

  (12.19)%

  7.60%

  32.71%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.39%

  1.44%

  1.36%

  1.40%

  1.34%

Expenses net of fee waivers, if any

  1.39%

  1.44%

  1.36%

  1.40%

  1.34%

Expenses net of all reductions

  1.36%

  1.41%

  1.34%

  1.38%

  1.32%

Net investment income (loss)

  2.08%

  2.85%

  2.79%

  1.93%

  1.86%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,191

$ 4,491

$ 4,668

$ 4,699

$ 4,456

Portfolio turnover rate E

  79%

  74%

  83%

  43%

  46%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.23 per share is comprised of distributions from net investment income of $.191 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.38

$ 7.00

$ 8.20

$ 7.73

$ 5.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .15

  .18

  .20

  .13

  .10

Net realized and unrealized gain (loss)

  1.64

  .40

  (1.19)

  .44

  1.77

Total from investment operations

  1.79

  .58

  (.99)

  .57

  1.87

Distributions from net investment income

  (.19)

  (.20)

  (.17)

  (.09)

  (.05)

Distributions from net realized gain

  (.04)

  -

  (.03)

  (.01)

  -

Total distributions

  (.23)

  (.20)

  (.21) H

  (.10)

  (.05)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.94

$ 7.38

$ 7.00

$ 8.20

$ 7.73

Total Return A, B

  24.86%

  8.60%

  (12.42)%

  7.32%

  32.14%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.66%

  1.71%

  1.63%

  1.67%

  1.60%

Expenses net of fee waivers, if any

  1.65%

  1.70%

  1.62%

  1.67%

  1.60%

Expenses net of all reductions

  1.63%

  1.67%

  1.60%

  1.65%

  1.59%

Net investment income (loss)

  1.81%

  2.58%

  2.52%

  1.65%

  1.59%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,758

$ 2,693

$ 2,468

$ 2,276

$ 2,395

Portfolio turnover rate E

  79%

  74%

  83%

  43%

  46%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.21 per share is comprised of distributions from net investment income of $.173 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.39

$ 7.00

$ 8.20

$ 7.74

$ 5.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .11

  .14

  .17

  .09

  .07

Net realized and unrealized gain (loss)

  1.65

  .41

  (1.20)

  .44

  1.79

Total from investment operations

  1.76

  .55

  (1.03)

  .53

  1.86

Distributions from net investment income

  (.13)

  (.16)

  (.13)

  (.06)

  -

Distributions from net realized gain

  (.04)

  -

  (.03)

  (.01)

  -

Total distributions

  (.17)

  (.16)

  (.17) H

  (.07)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.98

$ 7.39

$ 7.00

$ 8.20

$ 7.74

Total Return A, B

  24.30%

  8.07%

  (12.88)%

  6.82%

  31.63%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.14%

  2.19%

  2.11%

  2.15%

  2.08%

Expenses net of fee waivers, if any

  2.14%

  2.19%

  2.11%

  2.15%

  2.08%

Expenses net of all reductions

  2.11%

  2.16%

  2.09%

  2.13%

  2.07%

Net investment income (loss)

  1.32%

  2.09%

  2.04%

  1.18%

  1.11%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 678

$ 691

$ 901

$ 1,216

$ 1,076

Portfolio turnover rate E

  79%

  74%

  83%

  43%

  46%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.17 per share is comprised of distributions from net investment income of $.131 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.38

$ 7.00

$ 8.20

$ 7.73

$ 5.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .11

  .14

  .16

  .09

  .07

Net realized and unrealized gain (loss)

  1.63

  .41

  (1.19)

  .44

  1.78

Total from investment operations

  1.74

  .55

  (1.03)

  .53

  1.85

Distributions from net investment income

  (.15)

  (.17)

  (.14)

  (.05)

  -

Distributions from net realized gain

  (.04)

  -

  (.03)

  (.01)

  -

Total distributions

  (.19)

  (.17)

  (.17)

  (.06)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.93

$ 7.38

$ 7.00

$ 8.20

$ 7.73

Total Return A, B

  24.17%

  8.12%

  (12.84)%

  6.84%

  31.46%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.14%

  2.19%

  2.12%

  2.15%

  2.08%

Expenses net of fee waivers, if any

  2.14%

  2.19%

  2.11%

  2.15%

  2.08%

Expenses net of all reductions

  2.11%

  2.16%

  2.09%

  2.13%

  2.06%

Net investment income (loss)

  1.33%

  2.09%

  2.04%

  1.18%

  1.12%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,231

$ 2,249

$ 2,108

$ 2,123

$ 2,108

Portfolio turnover rate E

  79%

  74%

  83%

  43%

  46%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Value

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.40

$ 7.03

$ 8.23

$ 7.75

$ 5.95

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .19

  .22

  .25

  .17

  .13

Net realized and unrealized gain (loss)

  1.65

  .40

  (1.20)

  .44

  1.78

Total from investment operations

  1.84

  .62

  (.95)

  .61

  1.91

Distributions from net investment income

  (.22)

  (.25)

  (.22)

  (.13)

  (.11)

Distributions from net realized gain

  (.04)

  -

  (.03)

  (.01)

  -

Total distributions

  (.27) H

  (.25)

  (.25)

  (.13) G

  (.11)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.97

$ 7.40

$ 7.03

$ 8.23

$ 7.75

Total Return A

  25.57%

  9.19%

  (11.91)%

  7.95%

  33.09%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.05%

  1.13%

  1.04%

  1.09%

  1.07%

Expenses net of fee waivers, if any

  1.05%

  1.13%

  1.03%

  1.09%

  1.07%

Expenses net of all reductions

  1.02%

  1.10%

  1.01%

  1.08%

  1.06%

Net investment income (loss)

  2.41%

  3.16%

  3.11%

  2.23%

  2.12%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 181,568

$ 128,983

$ 150,967

$ 163,090

$ 180,447

Portfolio turnover rate D

  79%

  74%

  83%

  43%

  46%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Amount represents less than $.01 per share.

G Total distributions of $.13 per share is comprised of distributions from net investment income of $.129 and distributions from net realized gain of $.005 per share.

H Total distributions of $.27 per share is comprised of distributions from net investment income of $.223 and distributions from net realized gain of $.042 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.41

$ 7.04

$ 8.24

$ 7.76

$ 5.96

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .19

  .22

  .25

  .18

  .14

Net realized and unrealized gain (loss)

  1.65

  .40

  (1.19)

  .44

  1.78

Total from investment operations

  1.84

  .62

  (.94)

  .62

  1.92

Distributions from net investment income

  (.23)

  (.25)

  (.22)

  (.14)

  (.12)

Distributions from net realized gain

  (.04)

  -

  (.03)

  (.01)

  -

Total distributions

  (.27)

  (.25)

  (.26) H

  (.14) G

  (.12)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.98

$ 7.41

$ 7.04

$ 8.24

$ 7.76

Total Return A

  25.64%

  9.22%

  (11.83)%

  8.05%

  33.06%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.07%

  1.10%

  .98%

  .98%

  .93%

Expenses net of fee waivers, if any

  1.07%

  1.10%

  .98%

  .98%

  .93%

Expenses net of all reductions

  1.04%

  1.07%

  .96%

  .97%

  .92%

Net investment income (loss)

  2.39%

  3.18%

  3.17%

  2.34%

  2.26%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 239

$ 372

$ 473

$ 519

$ 814

Portfolio turnover rate D

  79%

  74%

  83%

  43%

  46%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Amount represents less than $.01 per share.

G Total distributions of $.14 per share is comprised of distributions from net investment income of $.137 and distributions from net realized gain of $.005 per share.

H Total distributions of $.26 per share is comprised of distributions from net investment income of $.221 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity International Value Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, International Value and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. 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

Annual Report

3. Significant Accounting Policies - continued

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

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. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Annual Report

3. Significant Accounting Policies - continued

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.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 28,874,674

Gross unrealized depreciation

(4,985,981)

Net unrealized appreciation (depreciation) on securities and other investments

$ 23,888,693

 

 

Tax Cost

$ 171,699,117

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 3,934,281

Capital loss carryforward

$ (115,088,265)

Net unrealized appreciation (depreciation)

$ 23,893,034

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

$ (14,771,177)

2017

(65,376,972)

2018

(3,571,319)

2019

(31,368,797)

Total with expiration

$ (115,088,265)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 4,907,552

$ 5,463,877

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.

Annual Report

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $150,085,429 and $129,207,208, 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 International Value 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 .65% 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%

$ 13,148

$ 2,395

Class T

.25%

.25%

15,589

2,306

Class B

.75%

.25%

6,888

5,482

Class C

.75%

.25%

27,155

8,369

 

 

 

$ 62,780

$ 18,552

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 3,932

Class T

1,030

Class B*

1,552

Class C*

514

 

$ 7,028

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales
are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 15,780

.30

Class T

9,962

.32

Class B

2,081

.30

Class C

8,174

.30

International Value

333,690

.21

Institutional Class

682

.23

 

$ 370,369

 

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

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees - continued

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 $199 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $349 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $158,210. During the period, there were no securities loaned to FCM.

Annual Report

Notes to Financial Statements - continued

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 $47,222 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $550.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012

From net investment income

 

 

Class A

$ 121,166

$ 143,989

Class T

67,016

67,838

Class B

11,860

19,758

Class C

47,865

50,970

International Value

3,862,005

5,163,324

Institutional Class

10,688

17,998

Total

$ 4,120,600

$ 5,463,877

From net realized gain

 

 

Class A

$ 25,318

$ -

Class T

15,214

-

Class B

3,861

-

Class C

13,226

-

International Value

727,373

-

Institutional Class

1,960

-

Total

$ 786,952

$ -

10. 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

221,312

186,877

$ 1,773,149

$ 1,294,428

Reinvestment of distributions

17,344

19,578

128,001

128,823

Shares redeemed

(155,517)

(263,913)

(1,235,132)

(1,814,670)

Net increase (decrease)

83,139

(57,458)

$ 666,018

$ (391,419)

Class T

 

 

 

 

Shares sold

91,084

87,833

$ 741,140

$ 599,355

Reinvestment of distributions

11,018

10,069

81,425

66,355

Shares redeemed

(46,826)

(85,446)

(371,734)

(585,214)

Net increase (decrease)

55,276

12,456

$ 450,831

$ 80,496

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Class B

 

 

 

 

Shares sold

6,334

2,850

$ 51,789

$ 19,157

Reinvestment of distributions

1,746

2,474

13,011

16,400

Shares redeemed

(26,098)

(40,532)

(212,223)

(279,913)

Net increase (decrease)

(18,018)

(35,208)

$ (147,423)

$ (244,356)

Class C

 

 

 

 

Shares sold

93,011

72,761

$ 748,735

$ 498,768

Reinvestment of distributions

7,487

6,699

55,475

44,283

Shares redeemed

(43,711)

(75,717)

(352,531)

(522,498)

Net increase (decrease)

56,787

3,743

$ 451,679

$ 20,553

International Value

 

 

 

 

Shares sold

6,308,136

2,278,492

$ 51,241,221

$ 15,694,819

Reinvestment of distributions

602,705

762,294

4,441,937

5,008,269

Shares redeemed

(4,113,021)

(7,089,505)

(32,981,230)

(48,008,194)

Net increase (decrease)

2,797,820

(4,048,719)

$ 22,701,928

$ (27,305,106)

Institutional Class

 

 

 

 

Shares sold

6,984

18,483

$ 56,532

$ 132,098

Reinvestment of distributions

1,136

1,234

8,383

8,117

Shares redeemed

(31,601)

(36,776)

(249,818)

(254,320)

Net increase (decrease)

(23,481)

(17,059)

$ (184,903)

$ (114,105)

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, Strategic Advisers International II Fund and VIP FundsManager 60% Portfolio were the owners of record of approximately 25% and 14%, respectively, of the total outstanding shares of the Fund.

Mutual funds managed by FMR or its affiliates were owners of record, in the aggregate, of approximately 46% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity International Value Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity International Value Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 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 Value 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 6, 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.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 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 Advisor International Value Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/09/13

12/06/13

$0.170

$0.014

 

 

 

 

 

Class T

12/09/13

12/06/13

$0.150

$0.014

 

 

 

 

 

Class B

12/09/13

12/06/13

$0.093

$0.014

 

 

 

 

 

Class C

12/09/13

12/06/13

$0.111

$0.014

A percentage of the dividends distributed during the fiscal year for the following fund may be taken into account as a dividend for the purpose of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

 

December 2012

Class A

82%

Class T

88%

Class B

100%

Class C

100%

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/10/12

$0.179

$0.0098

 

 

 

 

Class T

12/10/12

$0.168

$0.0098

 

 

 

 

Class B

12/10/12

$0.128

$0.0098

 

 

 

 

Class C

12/10/12

$0.145

$0.0098

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 International Value Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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 September 2011.

Annual Report

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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Value Fund

afi2347936

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 International Value Fund

afi2347938

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the fund's management fee 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, Institutional Class, and the retail class ranked below its competitive median for 2012 and the total expense ratio of each of Class T and Class C 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.

Annual Report

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.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisors

FIL Investment Advisors (U.K.) 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

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

AFIV-UANN-1213
1.827496.107

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

International Value

Fund - Institutional Class

Annual Report

October 31, 2013

(Fidelity Cover Art)

Institutional Class is
a class of Fidelity®
International Value Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Life of
fund
A

  Institutional Class

25.64%

11.71%

1.46%

A From May 18, 2006.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Value Fund - Institutional Class on May 18, 2006, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Value Index performed over the same period.

ivi2506641

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 Alex Zavratsky, Portfolio Manager of Fidelity Advisor® International Value Fund: For the year, the fund's Institutional Class shares rose 25.64%, trailing the 27.95% gain of the benchmark MSCI® EAFE® Value Index. The fund performed relatively well through the first half of the reporting period when investors generally gravitated towards the high-quality, steady compounders I seek. However, performance took a turn during the second half - specifically in the third quarter - when investors became more bullish on the European recovery. Versus the index, it hurt to largely avoid Germany-based Daimler - the world's third-largest luxury automobile manufacturer. Daimler's stock rose 85% during the past year amid an improving economic environment in Europe. Daimler was not held at period end. By contrast, a non-index investment in Japan-based SoftBank was a winner. The Internet and telecom-services provider saw significant growth during the period. In June, SoftBank completed its protracted takeover of telecom giant Sprint, the U.S.'s third-largest mobile carrier, and sported two consecutive quarters of better-than-expected financial results in the second half of the period. Additionally, the firm stands to benefit from the planned initial public offering of Alibaba, China's - and the world's - biggest Internet retailer, which is about 37% owned by SoftBank.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 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.

Annual Report

Shareholder Expense Example - continued

 

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

1.37%

 

 

 

Actual

 

$ 1,000.00

$ 1,066.70

$ 7.14

HypotheticalA

 

$ 1,000.00

$ 1,018.30

$ 6.97

Class T

1.64%

 

 

 

Actual

 

$ 1,000.00

$ 1,065.60

$ 8.54

HypotheticalA

 

$ 1,000.00

$ 1,016.94

$ 8.34

Class B

2.12%

 

 

 

Actual

 

$ 1,000.00

$ 1,062.70

$ 11.02

HypotheticalA

 

$ 1,000.00

$ 1,014.52

$ 10.76

Class C

2.12%

 

 

 

Actual

 

$ 1,000.00

$ 1,061.80

$ 11.02

HypotheticalA

 

$ 1,000.00

$ 1,014.52

$ 10.76

International Value

1.03%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.10

$ 5.37

HypotheticalA

 

$ 1,000.00

$ 1,020.01

$ 5.24

Institutional Class

1.03%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.00

$ 5.37

HypotheticalA

 

$ 1,000.00

$ 1,020.01

$ 5.24

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


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

ivi2506643

United Kingdom 24.7%

 

ivi2506645

Japan 19.0%

 

ivi2506647

France 15.6%

 

ivi2506649

Germany 9.1%

 

ivi2506651

Australia 6.8%

 

ivi2506653

Switzerland 5.7%

 

ivi2506655

Netherlands 3.2%

 

ivi2506657

Spain 3.1%

 

ivi2506659

United States of America* 2.6%

 

ivi2506661

Other 10.2%

 

ivi2506663

* 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

ivi2506643

United Kingdom 26.6%

 

ivi2506645

Japan 19.2%

 

ivi2506647

Germany 8.9%

 

ivi2506649

Switzerland 8.6%

 

ivi2506651

Australia 8.3%

 

ivi2506653

France 7.8%

 

ivi2506655

Singapore 3.3%

 

ivi2506657

Spain 2.8%

 

ivi2506659

Netherlands 2.4%

 

ivi2506661

Other* 12.1%

 

ivi2506675

* 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

98.2

97.9

Short-Term Investments and Net Other Assets (Liabilities)

1.8

2.1

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

HSBC Holdings PLC sponsored ADR (United Kingdom, Commercial Banks)

3.7

3.6

Total SA (France, Oil, Gas & Consumable Fuels)

3.6

0.0

Sanofi SA (France, Pharmaceuticals)

3.4

3.7

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

3.4

3.2

Royal Dutch Shell PLC Class A sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

2.6

4.0

Australia & New Zealand Banking Group Ltd. (Australia, Commercial Banks)

2.3

2.4

Westpac Banking Corp. (Australia, Commercial Banks)

2.2

2.7

Sumitomo Mitsui Financial Group, Inc. (Japan, Commercial Banks)

2.2

2.5

BNP Paribas SA (France, Commercial Banks)

1.9

1.6

BASF AG (Germany, Chemicals)

1.9

0.5

 

27.2

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

31.7

34.8

Health Care

10.7

12.1

Consumer Discretionary

10.2

8.6

Telecommunication Services

10.2

8.5

Industrials

9.2

6.3

Materials

7.1

6.0

Energy

6.9

7.7

Consumer Staples

6.3

6.2

Information Technology

3.3

2.3

Utilities

2.6

5.4

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 96.7%

Shares

Value

Australia - 6.8%

Ansell Ltd.

47,969

$ 883,636

Australia & New Zealand Banking Group Ltd.

139,122

4,449,661

Telstra Corp. Ltd.

331,729

1,624,104

Transurban Group unit

143,240

961,221

Westfield Group unit

98,459

1,006,893

Westpac Banking Corp.

135,554

4,393,196

TOTAL AUSTRALIA

13,318,711

Bailiwick of Guernsey - 0.1%

Resolution Ltd.

43,079

246,866

Bailiwick of Jersey - 1.0%

Informa PLC

105,010

942,047

Wolseley PLC

18,760

1,010,982

TOTAL BAILIWICK OF JERSEY

1,953,029

Belgium - 1.3%

Anheuser-Busch InBev SA NV

7,400

767,112

KBC Groupe SA

16,551

902,256

UCB SA

11,800

775,759

TOTAL BELGIUM

2,445,127

Bermuda - 0.4%

Hongkong Land Holdings Ltd.

129,000

794,640

Denmark - 0.6%

A.P. Moller - Maersk A/S Series B

126

1,219,114

Finland - 1.4%

Nokia Corp. (a)

114,033

866,741

Sampo Oyj (A Shares)

40,034

1,896,487

TOTAL FINLAND

2,763,228

France - 15.6%

Arkema SA

10,899

1,237,419

Atos Origin SA

15,318

1,307,779

BNP Paribas SA

51,004

3,776,932

Cap Gemini SA

16,693

1,098,115

Carrefour SA

40,136

1,470,266

GDF Suez

78,307

1,949,933

Havas SA

106,875

890,392

Kering SA

4,642

1,054,753

Renault SA

16,119

1,411,838

Sanofi SA

61,770

6,586,117

Schneider Electric SA

7,135

601,112

Common Stocks - continued

Shares

Value

France - continued

Total SA

114,528

$ 7,026,634

Vivendi SA

81,096

2,058,471

TOTAL FRANCE

30,469,761

Germany - 7.6%

Allianz SE

17,093

2,875,474

BASF AG

36,013

3,746,950

Bayer AG

18,190

2,260,807

Deutsche Post AG

53,459

1,809,155

Fresenius SE & Co. KGaA

8,300

1,078,812

HeidelbergCement Finance AG

13,939

1,098,825

Siemens AG

15,408

1,969,024

TOTAL GERMANY

14,839,047

Hong Kong - 0.9%

Hysan Development Co. Ltd.

210,000

981,878

Wing Hang Bank Ltd.

57,265

814,695

TOTAL HONG KONG

1,796,573

Italy - 0.2%

Unione di Banche Italiane ScpA

68,032

471,089

Japan - 19.0%

AEON Financial Service Co. Ltd.

13,400

411,517

AEON Mall Co. Ltd.

19,900

565,179

Air Water, Inc.

40,000

571,771

Astellas Pharma, Inc.

17,500

975,562

Daikin Industries Ltd.

13,900

799,714

DENSO Corp.

15,500

745,060

Dentsu, Inc.

20,900

789,648

East Japan Railway Co.

9,600

833,959

Hoya Corp.

53,200

1,275,702

Isuzu Motors Ltd.

124,000

772,220

Itochu Corp.

99,200

1,192,795

Japan Exchange Group, Inc.

23,800

553,306

Japan Tobacco, Inc.

43,400

1,570,372

JFE Holdings, Inc.

40,000

909,388

JTEKT Corp.

61,700

792,122

Kansai Electric Power Co., Inc. (a)

61,200

774,610

KDDI Corp.

32,300

1,749,255

Leopalace21 Corp. (a)

46,800

324,909

Mitsubishi Electric Corp.

95,000

1,044,237

MS&AD Insurance Group Holdings, Inc.

43,000

1,111,866

Common Stocks - continued

Shares

Value

Japan - continued

Nippon Telegraph & Telephone Corp.

28,300

$ 1,471,043

Omron Corp.

21,900

835,731

ORIX Corp.

102,000

1,766,751

Santen Pharmaceutical Co. Ltd.

18,600

944,243

Seven & i Holdings Co., Ltd.

36,200

1,339,713

Seven Bank Ltd.

168,100

594,949

Shinsei Bank Ltd.

355,000

831,164

SoftBank Corp.

14,900

1,112,716

Sumitomo Corp.

82,000

1,067,091

Sumitomo Mitsui Financial Group, Inc.

89,100

4,306,728

Sumitomo Mitsui Trust Holdings, Inc.

287,000

1,417,518

Tokyo Tatemono Co. Ltd.

71,000

666,548

Toyota Motor Corp.

34,100

2,210,982

USS Co. Ltd.

54,100

792,267

TOTAL JAPAN

37,120,636

Netherlands - 3.2%

AEGON NV

77,771

618,815

ING Groep NV (Certificaten Van Aandelen) (a)

103,600

1,316,520

Koninklijke Philips Electronics NV

58,871

2,080,544

Royal DSM NV

16,756

1,269,248

Unilever NV (Certificaten Van Aandelen) (Bearer)

23,931

948,756

TOTAL NETHERLANDS

6,233,883

Norway - 1.1%

Telenor ASA

86,977

2,089,301

Singapore - 1.7%

Singapore Telecommunications Ltd.

604,000

1,837,965

United Overseas Bank Ltd.

89,480

1,501,178

TOTAL SINGAPORE

3,339,143

Spain - 3.1%

Amadeus IT Holding SA Class A

25,469

945,778

Banco Bilbao Vizcaya Argentaria SA sponsored ADR

258,286

3,016,780

International Consolidated Airlines Group SA CDI (a)

131,800

735,211

Repsol YPF SA

51,172

1,374,290

TOTAL SPAIN

6,072,059

Sweden - 1.5%

Svenska Cellulosa AB (SCA) (B Shares)

36,665

1,041,097

Svenska Handelsbanken AB (A Shares)

40,733

1,845,543

TOTAL SWEDEN

2,886,640

Common Stocks - continued

Shares

Value

Switzerland - 5.7%

Novartis AG

47,615

$ 3,695,999

Roche Holding AG (participation certificate)

5,519

1,527,936

Swiss Re Ltd.

25,690

2,256,564

Syngenta AG (Switzerland)

3,374

1,361,803

UBS AG (NY Shares)

119,658

2,316,579

TOTAL SWITZERLAND

11,158,881

United Kingdom - 24.7%

Barclays PLC

710,298

2,988,555

BHP Billiton PLC

103,607

3,197,156

British American Tobacco PLC (United Kingdom)

23,760

1,310,893

BT Group PLC

188,458

1,140,290

Bunzl PLC

57,725

1,274,500

Compass Group PLC

99,686

1,433,734

GlaxoSmithKline PLC sponsored ADR

18,675

982,865

HSBC Holdings PLC sponsored ADR

130,948

7,207,381

Imperial Tobacco Group PLC

54,799

2,046,369

ITV PLC

460,796

1,410,446

Kingfisher PLC

228,068

1,380,458

Legal & General Group PLC

607,012

2,105,211

National Grid PLC

188,558

2,369,563

Next PLC

11,900

1,038,931

Prudential PLC

89,236

1,824,944

Reed Elsevier PLC

111,611

1,564,085

Rolls-Royce Group PLC

42,200

778,130

Royal Dutch Shell PLC Class A sponsored ADR

77,296

5,152,551

Taylor Wimpey PLC

405,828

717,076

Tesco PLC

320,338

1,870,640

Vodafone Group PLC sponsored ADR

177,808

6,546,891

TOTAL UNITED KINGDOM

48,340,669

United States of America - 0.8%

AbbVie, Inc.

23,011

1,114,883

Cabot Corp.

11,470

534,617

TOTAL UNITED STATES OF AMERICA

1,649,500

TOTAL COMMON STOCKS

(Cost $164,698,583)


189,207,897

Nonconvertible Preferred Stocks - 1.5%

Shares

Value

Germany - 1.5%

Volkswagen AG
(Cost $2,345,243)

11,381

$ 2,892,718

Money Market Funds - 1.8%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)
(Cost $3,487,195)

3,487,195


3,487,195

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $170,531,021)

195,587,810

NET OTHER ASSETS (LIABILITIES) - 0.0%

77,461

NET ASSETS - 100%

$ 195,665,271

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.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 2,240

Fidelity Securities Lending Cash Central Fund

158,210

Total

$ 160,450

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

$ 20,046,655

$ 14,736,478

$ 5,310,177

$ -

Consumer Staples

12,365,218

6,428,372

5,936,846

-

Energy

13,553,475

6,526,841

7,026,634

-

Financials

62,158,572

42,859,303

19,299,269

-

Health Care

20,826,619

8,624,698

12,201,921

-

Industrials

18,168,911

8,389,425

9,779,486

-

Information Technology

6,329,846

3,351,672

2,978,174

-

Materials

13,927,177

7,887,059

6,040,118

-

Telecommunication Services

19,630,036

14,156,732

5,473,304

-

Utilities

5,094,106

1,949,933

3,144,173

-

Money Market Funds

3,487,195

3,487,195

-

-

Total Investments in Securities:

$ 195,587,810

$ 118,397,708

$ 77,190,102

$ -

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

$ 11,626,467

Level 2 to Level 1

$ 0

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $167,043,826)

$ 192,100,615

 

Fidelity Central Funds (cost $3,487,195)

3,487,195

 

Total Investments (cost $170,531,021)

 

$ 195,587,810

Receivable for investments sold

945,289

Receivable for fund shares sold

73,339

Dividends receivable

654,419

Distributions receivable from Fidelity Central Funds

351

Prepaid expenses

630

Other receivables

10,543

Total assets

197,272,381

 

 

 

Liabilities

Payable for investments purchased

$ 1,230,443

Payable for fund shares redeemed

157,688

Accrued management fee

94,900

Distribution and service plan fees payable

6,010

Other affiliated payables

40,392

Other payables and accrued expenses

77,677

Total liabilities

1,607,110

 

 

 

Net Assets

$ 195,665,271

Net Assets consist of:

 

Paid in capital

$ 282,926,219

Undistributed net investment income

3,680,675

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(116,002,753)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

25,061,130

Net Assets

$ 195,665,271

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($6,190,531 ÷ 690,803 shares)

$ 8.96

 

 

 

Maximum offering price per share (100/94.25 of $8.96)

$ 9.51

Class T:
Net Asset Value
and redemption price per share ($3,757,790 ÷ 420,208 shares)

$ 8.94

 

 

 

Maximum offering price per share (100/96.50 of $8.94)

$ 9.26

Class B:
Net Asset Value
and offering price per share ($678,055 ÷ 75,490 shares)A

$ 8.98

 

 

 

Class C:
Net Asset Value
and offering price per share ($3,231,305 ÷ 361,660 shares)A

$ 8.93

 

 

 

International Value:
Net Asset Value
, offering price and redemption price per share ($181,568,150 ÷ 20,236,094 shares)

$ 8.97

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($239,440 ÷ 26,656 shares)

$ 8.98

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 5,981,397

Income from Fidelity Central Funds

 

160,450

Income before foreign taxes withheld

 

6,141,847

Less foreign taxes withheld

 

(388,783)

Total income

 

5,753,064

 

 

 

Expenses

Management fee
Basic fee

$ 1,176,503

Performance adjustment

(93,277)

Transfer agent fees

370,369

Distribution and service plan fees

62,780

Accounting and security lending fees

87,132

Custodian fees and expenses

93,872

Independent trustees' compensation

929

Registration fees

74,322

Audit

62,420

Legal

395

Miscellaneous

1,091

Total expenses before reductions

1,836,536

Expense reductions

(47,772)

1,788,764

Net investment income (loss)

3,964,300

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

9,459,633

Foreign currency transactions

(62,042)

Total net realized gain (loss)

 

9,397,591

Change in net unrealized appreciation (depreciation) on:

Investment securities

23,778,218

Assets and liabilities in foreign currencies

13,304

Total change in net unrealized appreciation (depreciation)

 

23,791,522

Net gain (loss)

33,189,113

Net increase (decrease) in net assets resulting from operations

$ 37,153,413

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,964,300

$ 4,504,170

Net realized gain (loss)

9,397,591

(6,022,570)

Change in net unrealized appreciation (depreciation)

23,791,522

12,827,702

Net increase (decrease) in net assets resulting
from operations

37,153,413

11,309,302

Distributions to shareholders from net investment income

(4,120,600)

(5,463,877)

Distributions to shareholders from net realized gain

(786,952)

-

Total distributions

(4,907,552)

(5,463,877)

Share transactions - net increase (decrease)

23,938,130

(27,953,937)

Redemption fees

3,144

2,109

Total increase (decrease) in net assets

56,187,135

(22,106,403)

 

 

 

Net Assets

Beginning of period

139,478,136

161,584,539

End of period (including undistributed net investment income of $3,680,675 and undistributed net investment income of $3,836,975, respectively)

$ 195,665,271

$ 139,478,136

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.39

$ 7.02

$ 8.22

$ 7.75

$ 5.93

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .17

  .20

  .22

  .15

  .12

Net realized and unrealized gain (loss)

  1.64

  .39

  (1.19)

  .44

  1.78

Total from investment operations

  1.81

  .59

  (.97)

  .59

  1.90

Distributions from net investment income

  (.20)

  (.22)

  (.19)

  (.11)

  (.08)

Distributions from net realized gain

  (.04)

  -

  (.03)

  (.01)

  -

Total distributions

  (.24)

  (.22)

  (.23) H

  (.12)

  (.08)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.96

$ 7.39

$ 7.02

$ 8.22

$ 7.75

Total Return A, B

  25.24%

  8.82%

  (12.19)%

  7.60%

  32.71%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.39%

  1.44%

  1.36%

  1.40%

  1.34%

Expenses net of fee waivers, if any

  1.39%

  1.44%

  1.36%

  1.40%

  1.34%

Expenses net of all reductions

  1.36%

  1.41%

  1.34%

  1.38%

  1.32%

Net investment income (loss)

  2.08%

  2.85%

  2.79%

  1.93%

  1.86%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,191

$ 4,491

$ 4,668

$ 4,699

$ 4,456

Portfolio turnover rate E

  79%

  74%

  83%

  43%

  46%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.23 per share is comprised of distributions from net investment income of $.191 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.38

$ 7.00

$ 8.20

$ 7.73

$ 5.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .15

  .18

  .20

  .13

  .10

Net realized and unrealized gain (loss)

  1.64

  .40

  (1.19)

  .44

  1.77

Total from investment operations

  1.79

  .58

  (.99)

  .57

  1.87

Distributions from net investment income

  (.19)

  (.20)

  (.17)

  (.09)

  (.05)

Distributions from net realized gain

  (.04)

  -

  (.03)

  (.01)

  -

Total distributions

  (.23)

  (.20)

  (.21) H

  (.10)

  (.05)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.94

$ 7.38

$ 7.00

$ 8.20

$ 7.73

Total Return A, B

  24.86%

  8.60%

  (12.42)%

  7.32%

  32.14%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.66%

  1.71%

  1.63%

  1.67%

  1.60%

Expenses net of fee waivers, if any

  1.65%

  1.70%

  1.62%

  1.67%

  1.60%

Expenses net of all reductions

  1.63%

  1.67%

  1.60%

  1.65%

  1.59%

Net investment income (loss)

  1.81%

  2.58%

  2.52%

  1.65%

  1.59%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,758

$ 2,693

$ 2,468

$ 2,276

$ 2,395

Portfolio turnover rate E

  79%

  74%

  83%

  43%

  46%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.21 per share is comprised of distributions from net investment income of $.173 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.39

$ 7.00

$ 8.20

$ 7.74

$ 5.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .11

  .14

  .17

  .09

  .07

Net realized and unrealized gain (loss)

  1.65

  .41

  (1.20)

  .44

  1.79

Total from investment operations

  1.76

  .55

  (1.03)

  .53

  1.86

Distributions from net investment income

  (.13)

  (.16)

  (.13)

  (.06)

  -

Distributions from net realized gain

  (.04)

  -

  (.03)

  (.01)

  -

Total distributions

  (.17)

  (.16)

  (.17) H

  (.07)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.98

$ 7.39

$ 7.00

$ 8.20

$ 7.74

Total Return A, B

  24.30%

  8.07%

  (12.88)%

  6.82%

  31.63%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.14%

  2.19%

  2.11%

  2.15%

  2.08%

Expenses net of fee waivers, if any

  2.14%

  2.19%

  2.11%

  2.15%

  2.08%

Expenses net of all reductions

  2.11%

  2.16%

  2.09%

  2.13%

  2.07%

Net investment income (loss)

  1.32%

  2.09%

  2.04%

  1.18%

  1.11%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 678

$ 691

$ 901

$ 1,216

$ 1,076

Portfolio turnover rate E

  79%

  74%

  83%

  43%

  46%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.17 per share is comprised of distributions from net investment income of $.131 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.38

$ 7.00

$ 8.20

$ 7.73

$ 5.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .11

  .14

  .16

  .09

  .07

Net realized and unrealized gain (loss)

  1.63

  .41

  (1.19)

  .44

  1.78

Total from investment operations

  1.74

  .55

  (1.03)

  .53

  1.85

Distributions from net investment income

  (.15)

  (.17)

  (.14)

  (.05)

  -

Distributions from net realized gain

  (.04)

  -

  (.03)

  (.01)

  -

Total distributions

  (.19)

  (.17)

  (.17)

  (.06)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.93

$ 7.38

$ 7.00

$ 8.20

$ 7.73

Total Return A, B

  24.17%

  8.12%

  (12.84)%

  6.84%

  31.46%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.14%

  2.19%

  2.12%

  2.15%

  2.08%

Expenses net of fee waivers, if any

  2.14%

  2.19%

  2.11%

  2.15%

  2.08%

Expenses net of all reductions

  2.11%

  2.16%

  2.09%

  2.13%

  2.06%

Net investment income (loss)

  1.33%

  2.09%

  2.04%

  1.18%

  1.12%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,231

$ 2,249

$ 2,108

$ 2,123

$ 2,108

Portfolio turnover rate E

  79%

  74%

  83%

  43%

  46%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Value

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.40

$ 7.03

$ 8.23

$ 7.75

$ 5.95

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .19

  .22

  .25

  .17

  .13

Net realized and unrealized gain (loss)

  1.65

  .40

  (1.20)

  .44

  1.78

Total from investment operations

  1.84

  .62

  (.95)

  .61

  1.91

Distributions from net investment income

  (.22)

  (.25)

  (.22)

  (.13)

  (.11)

Distributions from net realized gain

  (.04)

  -

  (.03)

  (.01)

  -

Total distributions

  (.27) H

  (.25)

  (.25)

  (.13) G

  (.11)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.97

$ 7.40

$ 7.03

$ 8.23

$ 7.75

Total Return A

  25.57%

  9.19%

  (11.91)%

  7.95%

  33.09%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.05%

  1.13%

  1.04%

  1.09%

  1.07%

Expenses net of fee waivers, if any

  1.05%

  1.13%

  1.03%

  1.09%

  1.07%

Expenses net of all reductions

  1.02%

  1.10%

  1.01%

  1.08%

  1.06%

Net investment income (loss)

  2.41%

  3.16%

  3.11%

  2.23%

  2.12%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 181,568

$ 128,983

$ 150,967

$ 163,090

$ 180,447

Portfolio turnover rate D

  79%

  74%

  83%

  43%

  46%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Amount represents less than $.01 per share.

G Total distributions of $.13 per share is comprised of distributions from net investment income of $.129 and distributions from net realized gain of $.005 per share.

H Total distributions of $.27 per share is comprised of distributions from net investment income of $.223 and distributions from net realized gain of $.042 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.41

$ 7.04

$ 8.24

$ 7.76

$ 5.96

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .19

  .22

  .25

  .18

  .14

Net realized and unrealized gain (loss)

  1.65

  .40

  (1.19)

  .44

  1.78

Total from investment operations

  1.84

  .62

  (.94)

  .62

  1.92

Distributions from net investment income

  (.23)

  (.25)

  (.22)

  (.14)

  (.12)

Distributions from net realized gain

  (.04)

  -

  (.03)

  (.01)

  -

Total distributions

  (.27)

  (.25)

  (.26) H

  (.14) G

  (.12)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.98

$ 7.41

$ 7.04

$ 8.24

$ 7.76

Total Return A

  25.64%

  9.22%

  (11.83)%

  8.05%

  33.06%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.07%

  1.10%

  .98%

  .98%

  .93%

Expenses net of fee waivers, if any

  1.07%

  1.10%

  .98%

  .98%

  .93%

Expenses net of all reductions

  1.04%

  1.07%

  .96%

  .97%

  .92%

Net investment income (loss)

  2.39%

  3.18%

  3.17%

  2.34%

  2.26%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 239

$ 372

$ 473

$ 519

$ 814

Portfolio turnover rate D

  79%

  74%

  83%

  43%

  46%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

F Amount represents less than $.01 per share.

G Total distributions of $.14 per share is comprised of distributions from net investment income of $.137 and distributions from net realized gain of $.005 per share.

H Total distributions of $.26 per share is comprised of distributions from net investment income of $.221 and distributions from net realized gain of $.034 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity International Value Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, International Value and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. 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

Annual Report

3. Significant Accounting Policies - continued

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

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. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Annual Report

3. Significant Accounting Policies - continued

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.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 28,874,674

Gross unrealized depreciation

(4,985,981)

Net unrealized appreciation (depreciation) on securities and other investments

$ 23,888,693

 

 

Tax Cost

$ 171,699,117

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 3,934,281

Capital loss carryforward

$ (115,088,265)

Net unrealized appreciation (depreciation)

$ 23,893,034

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

$ (14,771,177)

2017

(65,376,972)

2018

(3,571,319)

2019

(31,368,797)

Total with expiration

$ (115,088,265)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 4,907,552

$ 5,463,877

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.

Annual Report

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $150,085,429 and $129,207,208, 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 International Value 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 .65% 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%

$ 13,148

$ 2,395

Class T

.25%

.25%

15,589

2,306

Class B

.75%

.25%

6,888

5,482

Class C

.75%

.25%

27,155

8,369

 

 

 

$ 62,780

$ 18,552

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 3,932

Class T

1,030

Class B*

1,552

Class C*

514

 

$ 7,028

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales
are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 15,780

.30

Class T

9,962

.32

Class B

2,081

.30

Class C

8,174

.30

International Value

333,690

.21

Institutional Class

682

.23

 

$ 370,369

 

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

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees - continued

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 $199 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $349 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $158,210. During the period, there were no securities loaned to FCM.

Annual Report

Notes to Financial Statements - continued

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 $47,222 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $550.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012

From net investment income

 

 

Class A

$ 121,166

$ 143,989

Class T

67,016

67,838

Class B

11,860

19,758

Class C

47,865

50,970

International Value

3,862,005

5,163,324

Institutional Class

10,688

17,998

Total

$ 4,120,600

$ 5,463,877

From net realized gain

 

 

Class A

$ 25,318

$ -

Class T

15,214

-

Class B

3,861

-

Class C

13,226

-

International Value

727,373

-

Institutional Class

1,960

-

Total

$ 786,952

$ -

10. 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

221,312

186,877

$ 1,773,149

$ 1,294,428

Reinvestment of distributions

17,344

19,578

128,001

128,823

Shares redeemed

(155,517)

(263,913)

(1,235,132)

(1,814,670)

Net increase (decrease)

83,139

(57,458)

$ 666,018

$ (391,419)

Class T

 

 

 

 

Shares sold

91,084

87,833

$ 741,140

$ 599,355

Reinvestment of distributions

11,018

10,069

81,425

66,355

Shares redeemed

(46,826)

(85,446)

(371,734)

(585,214)

Net increase (decrease)

55,276

12,456

$ 450,831

$ 80,496

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Class B

 

 

 

 

Shares sold

6,334

2,850

$ 51,789

$ 19,157

Reinvestment of distributions

1,746

2,474

13,011

16,400

Shares redeemed

(26,098)

(40,532)

(212,223)

(279,913)

Net increase (decrease)

(18,018)

(35,208)

$ (147,423)

$ (244,356)

Class C

 

 

 

 

Shares sold

93,011

72,761

$ 748,735

$ 498,768

Reinvestment of distributions

7,487

6,699

55,475

44,283

Shares redeemed

(43,711)

(75,717)

(352,531)

(522,498)

Net increase (decrease)

56,787

3,743

$ 451,679

$ 20,553

International Value

 

 

 

 

Shares sold

6,308,136

2,278,492

$ 51,241,221

$ 15,694,819

Reinvestment of distributions

602,705

762,294

4,441,937

5,008,269

Shares redeemed

(4,113,021)

(7,089,505)

(32,981,230)

(48,008,194)

Net increase (decrease)

2,797,820

(4,048,719)

$ 22,701,928

$ (27,305,106)

Institutional Class

 

 

 

 

Shares sold

6,984

18,483

$ 56,532

$ 132,098

Reinvestment of distributions

1,136

1,234

8,383

8,117

Shares redeemed

(31,601)

(36,776)

(249,818)

(254,320)

Net increase (decrease)

(23,481)

(17,059)

$ (184,903)

$ (114,105)

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, Strategic Advisers International II Fund and VIP FundsManager 60% Portfolio were the owners of record of approximately 25% and 14%, respectively, of the total outstanding shares of the Fund.

Mutual funds managed by FMR or its affiliates were owners of record, in the aggregate, of approximately 46% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity International Value Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity International Value Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 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 Value 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 6, 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.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 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 International Value Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/09/13

12/06/13

$0.191

$0.014

Institutional Class designates 74% of the dividends distributed in December during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/10/12

$0.199

$0.0098

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 International Value Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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 September 2011.

Annual Report

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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Value Fund

ivi2506677

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 International Value Fund

ivi2506679

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the fund's management fee 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, Institutional Class, and the retail class ranked below its competitive median for 2012 and the total expense ratio of each of Class T and Class C 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.

Annual Report

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.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisors

FIL Investment Advisors (U.K.) 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

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

AFIVI-UANN-1213
1.827488.107

Fidelity®

Total International Equity
Fund

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 1-800-544-8544 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.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Life of
fund
A

  Fidelity® Total International Equity Fund

19.48%

13.86%

-1.02%

A From November 1, 2007.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Total International Equity Fund, a class of the fund, on November 1, 2007, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® ACWI® (All Country World Index) ex USA Index performed over the same period.

tie2728900

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 Jed Weiss, Co-Portfolio Manager of Fidelity® Total International Equity Fund: For the year, the fund's Retail Class shares gained 19.48%, trailing the 20.42% advance the MSCI® ACWI® (All Country World Index) ex USA Index. On a relative basis, the fund was hurt the most by disappointing stock selection in Europe ex U.K. On the positive side, the fund's investments in U.S.-based companies proved helpful, as did a big underweighting in poor-performing Canada. On an individual basis, the biggest relative detractor was Japanese automaker Toyota Motor, a strong-performing benchmark component we mostly avoided. Instead, we opted to hold DENSO, a Japanese auto-parts supplier, and its relative contribution offset some of the negative impact from our Toyota underweighting. Several of the fund's notable detractors were emerging-markets stocks, including South Africa-based gold miner AngloGold Ashanti - which we sold in May - and China Food, an out-of-index bottler of Coca-Cola beverages in China, as well as a distributor of wine. On the positive side, Dutch semiconductor company ASML Holding, a dominant player in the market for lithography, was a strong relative contributor, as was Sands China, a Hong Kong-listed casino operator.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 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.

Annual Report

Shareholder Expense Example - continued

 

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

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,048.20

$ 7.49

HypotheticalA

 

$ 1,000.00

$ 1,017.90

$ 7.38

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,047.90

$ 8.78

HypotheticalA

 

$ 1,000.00

$ 1,016.64

$ 8.64

Class B

2.19%

 

 

 

Actual

 

$ 1,000.00

$ 1,044.00

$ 11.28

HypotheticalA

 

$ 1,000.00

$ 1,014.17

$ 11.12

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,045.50

$ 11.34

HypotheticalA

 

$ 1,000.00

$ 1,014.12

$ 11.17

Total International Equity

1.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,050.70

$ 5.69

HypotheticalA

 

$ 1,000.00

$ 1,019.66

$ 5.60

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,050.90

$ 6.20

HypotheticalA

 

$ 1,000.00

$ 1,019.16

$ 6.11

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


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

tie2728902

United Kingdom 16.7%

 

tie2728904

Japan 14.4%

 

tie2728906

United States of America* 7.3%

 

tie2728908

France 7.1%

 

tie2728910

Switzerland 6.8%

 

tie2728912

Germany 5.2%

 

tie2728914

Australia 3.8%

 

tie2728916

India 3.0%

 

tie2728918

Korea (South) 2.7%

 

tie2728920

Other 33.0%

 

tie2728922

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities)

As of April 30, 2013

tie2728902

United Kingdom 17.0%

 

tie2728904

Japan 12.6%

 

tie2728906

United States of America* 7.8%

 

tie2728908

Switzerland 6.9%

 

tie2728910

Germany 4.6%

 

tie2728912

Australia 4.5%

 

tie2728914

France 4.3%

 

tie2728916

Taiwan 3.9%

 

tie2728918

India 3.1%

 

tie2728920

Other 35.3%

 

tie2728934

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities)

Asset Allocation as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

98.4

97.7

Short-Term Investments and Net Other Assets (Liabilities)

1.6

2.3

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)

1.6

1.9

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

1.5

1.3

Sanofi SA (France, Pharmaceuticals)

1.5

1.6

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.4

1.2

HSBC Holdings PLC sponsored ADR (United Kingdom, Commercial Banks)

1.3

1.4

Total SA (France, Oil, Gas & Consumable Fuels)

1.3

0.0

UBS AG (NY Shares) (Switzerland, Capital Markets)

1.3

1.0

DENSO Corp. (Japan, Auto Components)

1.2

1.1

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

1.2

1.2

Novartis AG (Switzerland, Pharmaceuticals)

1.1

1.1

 

13.4

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.3

22.5

Consumer Staples

13.8

14.8

Consumer Discretionary

13.2

11.9

Industrials

12.9

12.6

Health Care

9.3

9.3

Materials

6.3

7.6

Telecommunication Services

5.9

4.4

Information Technology

5.9

6.3

Energy

4.5

5.1

Utilities

2.3

3.2

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 97.6%

Shares

Value

Australia - 3.8%

Ansell Ltd.

31,550

$ 581,182

Australia & New Zealand Banking Group Ltd.

89,158

2,851,618

Coca-Cola Amatil Ltd.

85,155

1,038,247

CSL Ltd.

33,066

2,172,037

Imdex Ltd.

41,667

28,355

Ramsay Health Care Ltd.

2,307

84,602

RCG Corp. Ltd.

60,000

41,965

Sydney Airport unit

173,635

687,626

Telstra Corp. Ltd.

217,906

1,066,841

Transurban Group unit

170,303

1,142,829

Westfield Group unit

64,761

662,280

Westpac Banking Corp.

89,139

2,888,923

TOTAL AUSTRALIA

13,246,505

Austria - 0.5%

Andritz AG

24,961

1,537,626

Zumtobel AG

3,700

66,137

TOTAL AUSTRIA

1,603,763

Bailiwick of Guernsey - 0.0%

Resolution Ltd.

28,414

162,828

Bailiwick of Jersey - 0.6%

Informa PLC

157,001

1,408,460

Wolseley PLC

12,400

668,239

TOTAL BAILIWICK OF JERSEY

2,076,699

Belgium - 2.3%

Anheuser-Busch InBev SA NV

47,671

4,941,754

Gimv NV

1,919

97,186

KBC Ancora (a)

3,381

110,127

KBC Groupe SA

29,097

1,586,184

UCB SA

7,688

505,426

Umicore SA

17,794

848,855

TOTAL BELGIUM

8,089,532

Bermuda - 1.9%

China Foods Ltd.

1,106,000

502,144

Credicorp Ltd.

7,500

1,024,500

Dairy Farm International Holdings Ltd.

45,900

520,047

Hongkong Land Holdings Ltd.

87,000

535,920

Lazard Ltd. Class A

15,900

614,535

Li & Fung Ltd.

342,000

483,467

Common Stocks - continued

Shares

Value

Bermuda - continued

Shangri-La Asia Ltd.

414,000

$ 758,261

Texwinca Holdings Ltd.

806,000

824,401

Trinity Ltd.

930,000

347,865

Yue Yuen Industrial (Holdings) Ltd.

339,000

931,343

TOTAL BERMUDA

6,542,483

Brazil - 2.2%

Arezzo Industria e Comercio SA

2,500

37,385

Banco Bradesco SA

77,610

1,244,074

BM&F Bovespa SA

150,900

850,758

BTG Pactual Participations Ltd. unit

47,700

638,143

Companhia de Bebidas das Americas (AmBev)

300

11,175

Fleury SA

67,700

524,326

Hypermarcas SA

84,400

736,550

Iguatemi Empresa de Shopping Centers SA

50,500

580,473

Souza Cruz SA

61,400

664,102

Telefonica Brasil SA

28,500

561,553

Terna Participacoes SA unit

51,600

500,982

Tractebel Energia SA

46,900

797,648

Weg SA

48,000

623,516

TOTAL BRAZIL

7,770,685

British Virgin Islands - 0.0%

Gem Diamonds Ltd. (a)

18,923

48,394

Canada - 0.1%

Pason Systems, Inc.

6,400

133,015

ShawCor Ltd. Class A

1,500

63,056

TAG Oil Ltd. (a)(c)

9,800

39,852

TOTAL CANADA

235,923

Cayman Islands - 1.6%

Ginko International Co. Ltd.

20,000

381,179

Gourmet Master Co. Ltd.

96,000

639,239

Hengan International Group Co. Ltd.

50,000

612,344

Lifestyle International Holdings Ltd.

51,000

111,170

Sands China Ltd.

281,400

1,999,889

SITC International Holdings Co. Ltd.

1,087,000

459,868

Wynn Macau Ltd.

355,200

1,362,982

TOTAL CAYMAN ISLANDS

5,566,671

Chile - 1.5%

Cencosud SA

175,326

715,303

Common Stocks - continued

Shares

Value

Chile - continued

Compania Cervecerias Unidas SA sponsored ADR

35,855

$ 956,970

Embotelladora Andina SA sponsored ADR

18,000

615,600

Empresa Nacional de Telecomunicaciones SA (ENTEL)

46,696

718,603

Inversiones Aguas Metropolitanas SA

254,947

472,815

Parque Arauco SA

285,766

551,728

Quinenco SA

275,436

736,647

Quinenco SA rights 11/5/13 (a)

65,950

25,749

Sociedad Matriz SAAM SA

5,792,804

582,277

TOTAL CHILE

5,375,692

China - 0.7%

China Communications Services Corp. Ltd. (H Shares)

790,000

484,006

China Pacific Insurance Group Co. Ltd. (H Shares)

185,800

671,018

China Telecom Corp. Ltd. (H Shares)

1,202,000

627,871

Shandong Weigao Medical Polymer Co. Ltd. (H Shares)

536,000

503,299

TOTAL CHINA

2,286,194

Denmark - 0.9%

A.P. Moller - Maersk A/S Series B

81

783,716

Jyske Bank A/S (Reg.) (a)

1,654

93,370

Novo Nordisk A/S Series B sponsored ADR

14,000

2,333,380

Spar Nord Bank A/S (a)

11,331

101,073

TOTAL DENMARK

3,311,539

Finland - 1.0%

Nokia Corp. (a)

77,916

592,223

Nokian Tyres PLC

29,458

1,490,673

Sampo Oyj (A Shares)

26,099

1,236,359

Tikkurila Oyj

3,580

92,792

TOTAL FINLAND

3,412,047

France - 7.1%

Arkema SA

7,278

826,308

Atos Origin SA

10,134

865,193

BNP Paribas SA

33,579

2,486,582

Cap Gemini SA

11,002

723,744

Carrefour SA

26,773

980,751

Danone SA

18,480

1,370,482

GDF Suez

51,369

1,279,146

Havas SA

70,377

586,322

Kering SA

3,113

707,334

Laurent-Perrier Group SA

859

80,254

Remy Cointreau SA

6,481

639,553

Common Stocks - continued

Shares

Value

France - continued

Renault SA

10,870

$ 952,086

Safran SA

21,914

1,400,657

Saft Groupe SA

2,521

80,027

Sanofi SA

49,051

5,229,976

Schneider Electric SA

4,741

399,422

Total SA

74,087

4,545,458

Vetoquinol SA

1,500

59,714

Virbac SA

410

82,472

Vivendi SA

52,852

1,341,550

TOTAL FRANCE

24,637,031

Germany - 4.6%

Allianz SE

11,227

1,888,665

alstria office REIT-AG

2,900

36,768

BASF AG

23,711

2,466,996

Bayer AG

25,993

3,230,629

Bilfinger Berger AG

1,120

124,346

CompuGROUP Holding AG

4,546

118,478

CTS Eventim AG

4,483

218,820

Deutsche Bank AG

10,780

520,988

Deutsche Bank AG (NY Shares)

300

14,496

Deutsche Post AG

34,917

1,181,658

Fielmann AG

1,079

120,717

Fresenius SE & Co. KGaA

5,500

714,876

HeidelbergCement Finance AG

9,123

719,175

Linde AG

14,649

2,783,561

Siemens AG

10,138

1,295,558

Siemens AG sponsored ADR

4,769

610,480

TOTAL GERMANY

16,046,211

Greece - 0.0%

Titan Cement Co. SA (Reg.) (a)

3,444

93,989

Hong Kong - 1.4%

China Insurance International Holdings Co. Ltd. (a)

717,800

1,120,261

Dah Chong Hong Holdings Ltd.

630,000

534,683

Hang Lung Properties Ltd.

261,000

860,125

HKT Trust / HKT Ltd. unit

641,000

594,452

Hysan Development Co. Ltd.

140,000

654,585

Lenovo Group Ltd.

628,000

672,307

Wing Hang Bank Ltd.

37,562

534,385

TOTAL HONG KONG

4,970,798

Common Stocks - continued

Shares

Value

Hungary - 0.2%

Richter Gedeon PLC

38,800

$ 737,790

India - 3.0%

Bank of Baroda

49,621

517,677

Cipla Ltd.

86,552

580,347

Container Corp. of India Ltd.

44,711

549,201

Grasim Industries Ltd.

15,533

730,141

Housing Development Finance Corp. Ltd.

120,022

1,665,338

IDFC Ltd.

457,281

784,718

Infosys Ltd.

23,850

1,271,037

Jyothy Laboratories Ltd. (a)

32,119

96,580

Kotak Mahindra Bank Ltd.

54,534

665,879

Larsen & Toubro Ltd.

62,294

984,286

NTPC Ltd.

524,093

1,268,049

Prestige Estates Projects Ltd. (a)

272,850

633,377

Punjab National Bank

57,188

530,472

TOTAL INDIA

10,277,102

Indonesia - 0.5%

PT Bank Rakyat Indonesia Tbk

821,000

575,371

PT Semen Gresik (Persero) Tbk

438,500

558,212

PT Wijaya Karya Persero Tbk

3,288,500

560,114

TOTAL INDONESIA

1,693,697

Ireland - 0.7%

CRH PLC sponsored ADR

39,729

972,566

FBD Holdings PLC

5,372

115,972

James Hardie Industries PLC:

CDI

8,082

83,491

sponsored ADR

24,355

1,268,408

TOTAL IRELAND

2,440,437

Israel - 0.2%

Azrieli Group

14,096

453,311

Ituran Location & Control Ltd.

2,761

50,526

Strauss Group Ltd.

2,359

41,664

TOTAL ISRAEL

545,501

Italy - 0.5%

Azimut Holding SpA

8,114

206,124

Beni Stabili SpA SIIQ

145,810

100,175

Interpump Group SpA

53,591

596,658

Common Stocks - continued

Shares

Value

Italy - continued

Prada SpA

68,900

$ 671,848

Unione di Banche Italiane ScpA

44,737

309,782

TOTAL ITALY

1,884,587

Japan - 14.4%

AEON Financial Service Co. Ltd.

8,800

270,250

AEON Mall Co. Ltd.

36,130

1,026,127

Air Water, Inc.

29,500

421,681

Anicom Holdings, Inc. (a)

2,500

29,626

Aozora Bank Ltd.

243,000

706,409

ARNEST ONE Corp.

2,300

63,061

Artnature, Inc.

4,000

85,376

Asahi Co. Ltd.

4,000

67,805

Astellas Pharma, Inc.

11,700

652,233

Autobacs Seven Co. Ltd.

27,400

399,505

Azbil Corp.

4,200

101,197

Coca-Cola Central Japan Co. Ltd.

3,800

67,300

Cosmos Pharmaceutical Corp.

700

85,281

Daikin Industries Ltd.

9,300

535,061

Daikokutenbussan Co. Ltd.

5,000

150,040

DENSO Corp.

88,900

4,273,282

Dentsu, Inc.

14,400

544,064

East Japan Railway Co.

10,400

903,455

Fanuc Corp.

6,800

1,090,772

Fast Retailing Co. Ltd.

3,900

1,312,786

FCC Co. Ltd.

6,800

155,345

GCA Savvian Group Corp.

4,700

51,811

Glory Ltd.

2,000

49,594

Goldcrest Co. Ltd.

6,260

167,479

Hajime Construction Co. Ltd.

400

27,581

Harmonic Drive Systems, Inc.

3,000

64,584

Hoya Corp.

35,500

851,268

Isuzu Motors Ltd.

82,000

510,662

Itochu Corp.

66,200

795,999

Iwatsuka Confectionary Co. Ltd.

1,200

61,891

Japan Exchange Group, Inc.

15,600

362,671

Japan Tobacco, Inc.

66,500

2,406,215

JFE Holdings, Inc.

26,300

597,922

JTEKT Corp.

41,200

528,937

Kamigumi Co. Ltd.

6,000

52,190

Kansai Electric Power Co., Inc. (a)

40,900

517,672

KDDI Corp.

21,200

1,148,118

Common Stocks - continued

Shares

Value

Japan - continued

Keyence Corp.

5,921

$ 2,537,681

Kobayashi Pharmaceutical Co. Ltd.

1,600

89,586

Kyoto Kimono Yuzen Co. Ltd.

2,800

29,424

Lasertec Corp. (a)

5,500

56,820

Leopalace21 Corp. (a)

31,800

220,772

Meiko Network Japan Co. Ltd.

2,700

31,169

Miraial Co. Ltd.

2,400

38,930

Mitsubishi Electric Corp.

62,000

681,502

Mitsui Fudosan Co. Ltd.

59,000

1,954,428

MS&AD Insurance Group Holdings, Inc.

29,400

760,206

Nabtesco Corp.

3,000

73,223

Nagaileben Co. Ltd.

5,100

84,161

ND Software Co. Ltd.

2,000

35,876

Nihon M&A Center, Inc.

2,300

177,389

Nihon Parkerizing Co. Ltd.

7,000

136,745

Nippon Seiki Co. Ltd.

7,000

114,127

Nippon Telegraph & Telephone Corp.

18,600

966,834

Nomura Holdings, Inc.

44,400

327,984

NS Tool Co. Ltd.

1,900

32,362

Obic Co. Ltd.

3,800

119,330

Omron Corp.

14,600

557,154

ORIX Corp.

67,100

1,162,245

OSG Corp.

10,200

165,002

Santen Pharmaceutical Co. Ltd.

12,800

649,801

Seven & i Holdings Co., Ltd.

24,100

891,908

Seven Bank Ltd.

339,600

1,201,931

Shinsei Bank Ltd.

552,000

1,292,401

SHO-BOND Holdings Co. Ltd.

17,200

805,430

Shoei Co. Ltd.

5,900

55,432

SoftBank Corp.

39,800

2,972,221

Software Service, Inc.

1,000

37,598

Sumitomo Corp.

54,800

713,129

Sumitomo Mitsui Financial Group, Inc.

57,200

2,764,813

Sumitomo Mitsui Trust Holdings, Inc.

192,000

948,305

Techno Medica Co. Ltd.

1,800

39,199

The Nippon Synthetic Chemical Industry Co. Ltd.

11,000

106,054

Tocalo Co. Ltd.

2,800

45,843

Tokyo Tatemono Co. Ltd.

47,000

441,236

Toyota Motor Corp.

22,000

1,426,440

Tsutsumi Jewelry Co. Ltd.

2,000

48,731

Unicharm Corp.

11,400

732,210

USS Co. Ltd.

163,500

2,394,375

Common Stocks - continued

Shares

Value

Japan - continued

Workman Co. Ltd.

2,000

$ 78,379

Yamato Kogyo Co. Ltd.

25,500

945,137

TOTAL JAPAN

50,078,773

Korea (South) - 2.7%

Coway Co. Ltd.

2,497

142,581

E-Mart Co. Ltd.

5,451

1,304,607

Kiwoom Securities Co. Ltd.

13,501

707,311

Korea Electric Power Corp. (a)

32,950

879,523

Korea Plant Service & Engineering Co. Ltd.

18,239

924,598

KT Corp.

25,930

856,618

LG Corp.

17,494

1,033,538

LG Household & Health Care Ltd.

1,560

809,927

NICE Holdings Co. Ltd.

5,000

61,011

NICE Information Service Co. Ltd.

12,000

34,600

Samsung Fire & Marine Insurance Co. Ltd.

3,292

769,275

Shinhan Financial Group Co. Ltd.

30,630

1,334,912

TK Corp. (a)

27,242

553,167

TOTAL KOREA (SOUTH)

9,411,668

Luxembourg - 0.3%

Millicom International Cellular SA (depository receipt)

10,000

922,061

Malaysia - 0.4%

Axiata Group Bhd

104,300

227,005

Public Bank Bhd

71,500

414,526

YTL Corp. Bhd

1,298,600

678,818

TOTAL MALAYSIA

1,320,349

Mexico - 0.9%

Bolsa Mexicana de Valores S.A.B. de CV

221,300

527,500

Consorcio ARA S.A.B. de CV (a)

1,492,555

583,420

Fomento Economico Mexicano S.A.B. de CV sponsored ADR

12,233

1,141,339

Grupo Televisa SA de CV

162,300

991,420

TOTAL MEXICO

3,243,679

Netherlands - 2.0%

Aalberts Industries NV

7,600

227,429

AEGON NV

51,215

407,512

ASM International NV (depositary receipt)

1,950

64,389

ASML Holding NV

12,776

1,209,121

Heijmans NV (Certificaten Van Aandelen)

8,481

112,836

ING Groep NV (Certificaten Van Aandelen) (a)

148,405

1,885,890

Common Stocks - continued

Shares

Value

Netherlands - continued

Koninklijke Philips Electronics NV

38,309

$ 1,353,868

Royal DSM NV

11,256

852,629

Unilever NV (Certificaten Van Aandelen) (Bearer)

16,000

634,328

VastNed Retail NV

2,215

102,418

TOTAL NETHERLANDS

6,850,420

Nigeria - 0.1%

Guaranty Trust Bank PLC

3,130,003

498,672

Norway - 0.4%

Telenor ASA

56,208

1,350,189

Philippines - 0.4%

Jollibee Food Corp.

14,560

59,770

Security Bank Corp.

165,970

533,838

SM Investments Corp.

32,910

651,879

TOTAL PHILIPPINES

1,245,487

Poland - 0.2%

Warsaw Stock Exchange

49,938

723,046

Portugal - 0.5%

Jeronimo Martins SGPS SA

98,869

1,826,998

Russia - 0.1%

Moscow Exchange MICEX-RTS OAO

184,700

352,747

Singapore - 0.8%

Ezion Holdings Ltd.

269,000

485,075

Singapore Telecommunications Ltd.

394,000

1,198,937

United Overseas Bank Ltd.

58,746

985,563

TOTAL SINGAPORE

2,669,575

South Africa - 2.3%

African Bank Investments Ltd.

410,106

694,489

Bidvest Group Ltd.

31,600

842,698

Clicks Group Ltd.

118,211

736,556

Nampak Ltd.

25,130

83,110

Naspers Ltd. Class N

9,700

907,314

Remgro Ltd.

31,700

645,447

Sasol Ltd.

18,500

945,310

Shoprite Holdings Ltd.

48,300

884,327

Standard Bank Group Ltd.

83,671

1,062,854

Tiger Brands Ltd.

35,300

1,034,447

TOTAL SOUTH AFRICA

7,836,552

Common Stocks - continued

Shares

Value

Spain - 1.9%

Amadeus IT Holding SA Class A

17,157

$ 637,116

Banco Bilbao Vizcaya Argentaria SA sponsored ADR

169,876

1,984,152

Grifols SA

1,546

63,403

Inditex SA

12,680

2,083,169

International Consolidated Airlines Group SA CDI (a)

86,600

483,075

Prosegur Compania de Seguridad SA (Reg.)

74,476

442,905

Repsol YPF SA

33,855

909,220

TOTAL SPAIN

6,603,040

Sweden - 2.7%

ASSA ABLOY AB (B Shares)

30,400

1,509,198

Atlas Copco AB (A Shares)

51,459

1,427,817

Fagerhult AB

13,985

429,474

H&M Hennes & Mauritz AB (B Shares)

40,086

1,732,098

Intrum Justitia AB

25,963

691,139

SKF AB (B Shares)

32,800

869,092

Svenska Cellulosa AB (SCA) (B Shares)

24,176

686,474

Svenska Handelsbanken AB (A Shares)

42,293

1,916,224

Swedish Match Co. AB

3,900

128,675

TOTAL SWEDEN

9,390,191

Switzerland - 6.8%

Credit Suisse Group

16,189

503,607

Nestle SA

78,360

5,656,343

Novartis AG

47,854

3,714,551

Roche Holding AG (participation certificate)

18,964

5,250,187

Schindler Holding AG:

(participation certificate)

5,270

747,505

(Reg.)

2,001

284,487

Swatch Group AG (Bearer)

960

614,184

Swiss Re Ltd.

16,910

1,485,344

Syngenta AG (Switzerland)

2,230

900,065

UBS AG (NY Shares)

225,197

4,359,814

Zehnder Group AG

1,363

64,218

TOTAL SWITZERLAND

23,580,305

Taiwan - 1.7%

Chroma ATE, Inc.

325,116

691,431

CTCI Corp.

353,000

616,416

E.SUN Financial Holdings Co. Ltd.

1,122,485

749,340

King Slide Works Co. Ltd.

48,000

423,985

Standard Foods Corp.

18,550

56,718

Taiwan Semiconductor Manufacturing Co. Ltd.

536,035

1,971,867

Common Stocks - continued

Shares

Value

Taiwan - continued

Unified-President Enterprises Corp.

540,988

$ 1,029,228

Wowprime Corp.

31,200

516,202

TOTAL TAIWAN

6,055,187

Turkey - 1.3%

Albaraka Turk Katilim Bankasi A/S (a)

113,907

101,568

Anadolu Efes Biracilik Ve Malt Sanayii A/S

57,000

728,115

Coca-Cola Icecek A/S

35,589

1,020,649

Enka Insaat ve Sanayi A/S

254,062

743,255

Tupras Turkiye Petrol Rafinelleri A/S

22,313

506,339

Turkiye Garanti Bankasi A/S

313,143

1,261,200

TOTAL TURKEY

4,361,126

United Kingdom - 16.7%

Babcock International Group PLC

49,400

1,009,902

Barclays PLC

467,229

1,965,850

Barclays PLC sponsored ADR

48,333

812,478

Bellway PLC

5,928

142,955

Berendsen PLC

7,328

114,031

BG Group PLC

103,727

2,118,033

BHP Billiton PLC

68,221

2,105,198

BHP Billiton PLC ADR

15,600

961,584

British American Tobacco PLC (United Kingdom)

15,840

873,929

Britvic PLC

9,817

98,379

BT Group PLC

124,647

754,193

Bunzl PLC

39,057

862,332

Compass Group PLC

65,914

948,008

Dechra Pharmaceuticals PLC

9,000

99,571

Derwent London PLC

2,000

80,298

Elementis PLC

32,808

136,298

Fenner PLC

8,953

57,421

GlaxoSmithKline PLC sponsored ADR

53,397

2,810,284

Great Portland Estates PLC

17,772

163,280

Hilton Food Group PLC

4,200

28,823

HSBC Holdings PLC sponsored ADR

84,258

4,637,560

Imperial Tobacco Group PLC

35,990

1,343,981

InterContinental Hotel Group PLC ADR

54,247

1,592,149

ITV PLC

304,819

933,018

Johnson Matthey PLC

29,077

1,400,527

Kingfisher PLC

152,227

921,405

Legal & General Group PLC

392,124

1,359,947

Meggitt PLC

14,735

135,259

Common Stocks - continued

Shares

Value

United Kingdom - continued

National Grid PLC

122,891

$ 1,544,342

Next PLC

7,800

680,980

Persimmon PLC

4,537

92,024

Prudential PLC

176,390

3,607,310

Reckitt Benckiser Group PLC

26,051

2,025,018

Reed Elsevier PLC

74,513

1,044,204

Rexam PLC

86,188

717,917

Rolls-Royce Group PLC

127,052

2,342,725

Rotork PLC

22,403

1,028,417

Royal Dutch Shell PLC Class A sponsored ADR

50,889

3,392,261

SABMiller PLC

45,563

2,377,233

Serco Group PLC

101,845

909,571

Shaftesbury PLC

49,537

471,800

Spectris PLC

5,170

191,655

Spirax-Sarco Engineering PLC

4,807

224,906

Standard Chartered PLC (United Kingdom)

76,604

1,841,789

Taylor Wimpey PLC

270,787

478,466

Ted Baker PLC

2,575

70,478

Tesco PLC

211,773

1,236,666

Tullow Oil PLC

35,500

536,478

Ultra Electronics Holdings PLC

5,001

155,080

Unite Group PLC

76,402

485,112

Vodafone Group PLC sponsored ADR

114,232

4,206,022

TOTAL UNITED KINGDOM

58,127,147

United States of America - 5.7%

AbbVie, Inc.

15,329

742,690

ANSYS, Inc. (a)

400

34,980

Autoliv, Inc.

17,254

1,539,574

Berkshire Hathaway, Inc. Class B (a)

4,316

496,685

BorgWarner, Inc.

13,097

1,350,694

BPZ Energy, Inc. (a)

15,547

31,249

Broadridge Financial Solutions, Inc.

1,140

40,082

Cabot Corp.

7,508

349,948

Cummins, Inc.

6,191

786,381

Dril-Quip, Inc. (a)

1,070

125,639

Evercore Partners, Inc. Class A

2,160

109,015

FMC Technologies, Inc. (a)

10,803

546,092

Google, Inc. Class A (a)

600

618,348

Greenhill & Co., Inc.

1,420

72,846

Kansas City Southern

517

62,826

Kennedy-Wilson Holdings, Inc.

5,183

103,867

Common Stocks - continued

Shares

Value

United States of America - continued

KLA-Tencor Corp.

8,500

$ 557,600

Martin Marietta Materials, Inc.

7,780

763,140

MasterCard, Inc. Class A

2,409

1,727,494

Mead Johnson Nutrition Co. Class A

16,700

1,363,722

Mohawk Industries, Inc. (a)

6,035

799,155

National Oilwell Varco, Inc.

9,546

774,944

Oceaneering International, Inc.

1,250

107,350

Philip Morris International, Inc.

10,000

891,200

PriceSmart, Inc.

8,085

919,992

ResMed, Inc.

15,420

797,831

Sohu.com, Inc. (a)

5,600

374,976

Solera Holdings, Inc.

12,873

723,720

SS&C Technologies Holdings, Inc. (a)

19,854

780,262

Union Pacific Corp.

3,900

590,460

Visa, Inc. Class A

8,601

1,691,559

TOTAL UNITED STATES OF AMERICA

19,874,321

TOTAL COMMON STOCKS

(Cost $279,749,091)


339,377,631

Nonconvertible Preferred Stocks - 0.8%

 

 

 

 

Brazil - 0.2%

Banco ABC Brasil SA

5,994

36,897

Klabin SA (PN) (non-vtg.)

124,100

659,222

TOTAL BRAZIL

696,119

Germany - 0.6%

Sartorius AG (non-vtg.)

800

84,398

Volkswagen AG

7,390

1,878,322

TOTAL GERMANY

1,962,720

United Kingdom - 0.0%

Rolls-Royce Group PLC Series C

8,544,272

13,700

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $2,154,229)


2,672,539

Money Market Funds - 1.2%

Shares

Value

Fidelity Cash Central Fund, 0.09% (b)
(Cost $4,180,055)

4,180,055

$ 4,180,055

TOTAL INVESTMENT PORTFOLIO - 99.6%

(Cost $286,083,375)

346,230,225

NET OTHER ASSETS (LIABILITIES) - 0.4%

1,255,209

NET ASSETS - 100%

$ 347,485,434

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) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 7,651

Fidelity Securities Lending Cash Central Fund

117,973

Total

$ 125,624

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 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

$ 45,862,668

$ 34,330,500

$ 11,441,526

$ 90,642

Consumer Staples

47,931,001

31,254,840

16,676,161

-

Energy

15,259,371

9,768,603

5,490,768

-

Financials

85,212,436

60,767,201

24,445,235

-

Health Care

32,901,496

22,458,101

10,443,395

-

Industrials

44,536,699

35,172,801

9,363,898

-

Information Technology

19,752,010

11,654,503

8,097,507

-

Materials

22,658,420

16,715,477

5,942,943

-

Telecommunication Services

19,997,074

12,671,219

7,325,855

-

Utilities

7,938,995

4,997,458

2,941,537

-

Money Market Funds

4,180,055

4,180,055

-

-

Total Investments in Securities:

$ 346,230,225

$ 243,970,758

$ 102,168,825

$ 90,642

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

$ 27,446,870

Level 2 to Level 1

$ 0

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $281,903,320)

$ 342,050,170

 

Fidelity Central Funds (cost $4,180,055)

4,180,055

 

Total Investments (cost $286,083,375)

 

$ 346,230,225

Cash

 

98,120

Foreign currency held at value (cost $48,734)

48,356

Receivable for investments sold

5,463,171

Receivable for fund shares sold

129,490

Dividends receivable

652,586

Distributions receivable from Fidelity Central Funds

461

Prepaid expenses

1,143

Receivable from investment adviser for expense reductions

1,873

Other receivables

19,410

Total assets

352,644,835

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 4,152,032

Delayed delivery

3,376

Payable for fund shares redeemed

510,377

Accrued management fee

211,644

Distribution and service plan fees payable

8,092

Other affiliated payables

52,427

Other payables and accrued expenses

221,453

Total liabilities

5,159,401

 

 

 

Net Assets

$ 347,485,434

Net Assets consist of:

 

Paid in capital

$ 304,386,459

Undistributed net investment income

4,647,078

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(21,575,548)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

60,027,445

Net Assets

$ 347,485,434

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($9,033,736 ÷ 1,091,791 shares)

$ 8.27

 

 

 

Maximum offering price per share (100/94.25 of $8.27)

$ 8.77

Class T:
Net Asset Value
and redemption price per share ($7,908,968 ÷ 950,538 shares)

$ 8.32

 

 

 

Maximum offering price per share (100/96.50 of $8.32)

$ 8.62

Class B:
Net Asset Value
and offering price per share ($191,605 ÷ 23,044 shares)A

$ 8.31

 

 

 

Class C:
Net Asset Value
and offering price per share ($3,584,459 ÷ 433,098 shares)A

$ 8.28

 

 

 

Total International Equity:
Net Asset Value
, offering price and redemption price per share ($324,394,605 ÷ 39,121,493 shares)

$ 8.29

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($2,372,061 ÷ 287,233 shares)

$ 8.26

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 9,425,071

Interest

 

291

Income from Fidelity Central Funds

 

125,624

Income before foreign taxes withheld

 

9,550,986

Less foreign taxes withheld

 

(700,335)

Total income

 

8,850,651

 

 

 

Expenses

Management fee
Basic fee

$ 2,364,132

Performance adjustment

228,686

Transfer agent fees

478,126

Distribution and service plan fees

79,485

Accounting and security lending fees

174,309

Custodian fees and expenses

273,120

Independent trustees' compensation

1,910

Registration fees

73,943

Audit

93,320

Legal

893

Miscellaneous

2,714

Total expenses before reductions

3,770,638

Expense reductions

(85,967)

3,684,671

Net investment income (loss)

5,165,980

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

8,824,925

Foreign currency transactions

(119,832)

Futures contracts

(175,371)

Total net realized gain (loss)

 

8,529,722

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $90,453)

44,707,928

Assets and liabilities in foreign currencies

18,535

Total change in net unrealized appreciation (depreciation)

 

44,726,463

Net gain (loss)

53,256,185

Net increase (decrease) in net assets resulting from operations

$ 58,422,165

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)

$ 5,165,980

$ 5,615,371

Net realized gain (loss)

8,529,722

9,140,393

Change in net unrealized appreciation (depreciation)

44,726,463

20,537,189

Net increase (decrease) in net assets resulting
from operations

58,422,165

35,292,953

Distributions to shareholders from net investment income

(5,845,552)

(1,867,192)

Distributions to shareholders from net realized gain

(9,769,201)

-

Total distributions

(15,614,753)

(1,867,192)

Share transactions - net increase (decrease)

10,109,727

122,647,348

Redemption fees

2,498

3,128

Total increase (decrease) in net assets

52,919,637

156,076,237

 

 

 

Net Assets

Beginning of period

294,565,797

138,489,560

End of period (including undistributed net investment income of $4,647,078 and undistributed net investment income of $5,300,982, respectively)

$ 347,485,434

$ 294,565,797

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.31

$ 6.67

$ 7.36

$ 6.40

$ 4.90

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .09

  .13

  .11

  .08

  .06

Net realized and unrealized gain (loss)

  1.24

  .59

  (.69)

  .95

  1.55

Total from investment operations

  1.33

  .72

  (.58)

  1.03

  1.61

Distributions from net investment income

  (.13)

  (.08)

  (.09)

  (.04)

  (.11)

Distributions from net realized gain

  (.25)

  -

  (.02)

  (.03)

  -

Total distributions

  (.37) H

  (.08)

  (.11)

  (.07)

  (.11)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.27

$ 7.31

$ 6.67

$ 7.36

$ 6.40

Total Return A, B

  19.00%

  10.88%

  (8.03)%

  16.17%

  33.87%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.50%

  1.57%

  1.73%

  2.02%

  2.09%

Expenses net of fee waivers, if any

  1.45%

  1.45%

  1.45%

  1.50%

  1.50%

Expenses net of all reductions

  1.43%

  1.42%

  1.42%

  1.47%

  1.47%

Net investment income (loss)

  1.21%

  1.88%

  1.44%

  1.15%

  1.13%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,034

$ 5,767

$ 4,307

$ 5,029

$ 3,727

Portfolio turnover rate E

  89%

  110%

  75%

  67%

  98%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.37 per share is comprised of distributions from net investment income of $.126 and distributions from net realized gain of $.245 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.37

$ 6.73

$ 7.41

$ 6.40

$ 4.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .07

  .11

  .09

  .06

  .04

Net realized and unrealized gain (loss)

  1.25

  .59

  (.68)

  .95

  1.57

Total from investment operations

  1.32

  .70

  (.59)

  1.01

  1.61

Distributions from net investment income

  (.13)

  (.06)

  (.07)

  -

  (.09)

Distributions from net realized gain

  (.25)

  -

  (.02)

  -

  -

Total distributions

  (.37) H

  (.06)

  (.09)

  -

  (.09)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.32

$ 7.37

$ 6.73

$ 7.41

$ 6.40

Total Return A, B

  18.73%

  10.52%

  (8.08)%

  15.78%

  33.74%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.75%

  1.84%

  2.02%

  2.31%

  2.34%

Expenses net of fee waivers, if any

  1.70%

  1.70%

  1.70%

  1.75%

  1.75%

Expenses net of all reductions

  1.67%

  1.67%

  1.67%

  1.72%

  1.72%

Net investment income (loss)

  .96%

  1.63%

  1.19%

  .90%

  .88%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 7,909

$ 2,348

$ 997

$ 1,004

$ 1,526

Portfolio turnover rate E

  89%

  110%

  75%

  67%

  98%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.37 per share is comprised of distributions from net investment income of $.128 and distributions from net realized gain of $.245 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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.33

$ 6.68

$ 7.37

$ 6.39

$ 4.86

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .04

  .08

  .05

  .03

  .02

Net realized and unrealized gain (loss)

  1.24

  .59

  (.68)

  .95

  1.56

Total from investment operations

  1.28

  .67

  (.63)

  .98

  1.58

Distributions from net investment income

  (.05)

  (.02)

  (.04)

  -

  (.05)

Distributions from net realized gain

  (.25)

  -

  (.02)

  -

  -

Total distributions

  (.30)

  (.02)

  (.06)

  -

  (.05)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.31

$ 7.33

$ 6.68

$ 7.37

$ 6.39

Total Return A, B

  18.05%

  10.05%

  (8.66)%

  15.34%

  32.95%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.26%

  2.34%

  2.51%

  2.81%

  2.82%

Expenses net of fee waivers, if any

  2.20%

  2.20%

  2.20%

  2.25%

  2.25%

Expenses net of all reductions

  2.18%

  2.17%

  2.17%

  2.22%

  2.22%

Net investment income (loss)

  .46%

  1.13%

  .69%

  .40%

  .38%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 192

$ 220

$ 254

$ 327

$ 1,337

Portfolio turnover rate E

  89%

  110%

  75%

  67%

  98%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.31

$ 6.67

$ 7.36

$ 6.39

$ 4.86

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .04

  .08

  .05

  .03

  .02

Net realized and unrealized gain (loss)

  1.25

  .58

  (.69)

  .94

  1.56

Total from investment operations

  1.29

  .66

  (.64)

  .97

  1.58

Distributions from net investment income

  (.08)

  (.02)

  (.03)

  -

  (.05)

Distributions from net realized gain

  (.25)

  -

  (.02)

  -

  -

Total distributions

  (.32) H

  (.02)

  (.05)

  -

  (.05)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.28

$ 7.31

$ 6.67

$ 7.36

$ 6.39

Total Return A, B

  18.30%

  9.98%

  (8.72)%

  15.18%

  33.10%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.26%

  2.31%

  2.51%

  2.80%

  2.85%

Expenses net of fee waivers, if any

  2.20%

  2.20%

  2.20%

  2.25%

  2.25%

Expenses net of all reductions

  2.18%

  2.17%

  2.17%

  2.22%

  2.22%

Net investment income (loss)

  .46%

  1.13%

  .69%

  .40%

  .38%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,584

$ 2,737

$ 1,396

$ 1,423

$ 1,714

Portfolio turnover rate E

  89%

  110%

  75%

  67%

  98%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.32 per share is comprised of distributions from net investment income of $.075 and distributions from net realized gain of $.245 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Total International Equity

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.32

$ 6.69

$ 7.37

$ 6.41

$ 4.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .12

  .15

  .12

  .09

  .07

Net realized and unrealized gain (loss)

  1.24

  .58

  (.68)

  .96

  1.55

Total from investment operations

  1.36

  .73

  (.56)

  1.05

  1.62

Distributions from net investment income

  (.15)

  (.10)

  (.10)

  (.06)

  (.12)

Distributions from net realized gain

  (.25)

  -

  (.02)

  (.03)

  -

Total distributions

  (.39) G

  (.10)

  (.12)

  (.09)

  (.12)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.29

$ 7.32

$ 6.69

$ 7.37

$ 6.41

Total Return A

  19.48%

  11.03%

  (7.70)%

  16.45%

  34.23%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.09%

  1.16%

  1.42%

  1.79%

  1.87%

Expenses net of fee waivers, if any

  1.09%

  1.16%

  1.20%

  1.25%

  1.25%

Expenses net of all reductions

  1.07%

  1.13%

  1.17%

  1.22%

  1.22%

Net investment income (loss)

  1.57%

  2.16%

  1.69%

  1.40%

  1.38%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 324,395

$ 281,979

$ 131,338

$ 60,826

$ 33,061

Portfolio turnover rate D

  89%

  110%

  75%

  67%

  98%

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 $.39 per share is comprised of distributions from net investment income of $.148 and distributions from net realized gain of $.245 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.30

$ 6.67

$ 7.35

$ 6.41

$ 4.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .14

  .12

  .10

  .07

Net realized and unrealized gain (loss)

  1.24

  .59

  (.68)

  .95

  1.55

Total from investment operations

  1.35

  .73

  (.56)

  1.05

  1.62

Distributions from net investment income

  (.15)

  (.10)

  (.10)

  (.08)

  (.12)

Distributions from net realized gain

  (.25)

  -

  (.02)

  (.03)

  -

Total distributions

  (.39) G

  (.10)

  (.12)

  (.11)

  (.12)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.26

$ 7.30

$ 6.67

$ 7.35

$ 6.41

Total Return A

  19.40%

  11.06%

  (7.72)%

  16.48%

  34.23%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.21%

  1.27%

  1.48%

  1.82%

  1.80%

Expenses net of fee waivers, if any

  1.20%

  1.20%

  1.20%

  1.25%

  1.25%

Expenses net of all reductions

  1.18%

  1.17%

  1.17%

  1.23%

  1.22%

Net investment income (loss)

  1.46%

  2.13%

  1.69%

  1.40%

  1.38%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,372

$ 1,514

$ 197

$ 28

$ 1,308

Portfolio turnover rate D

  89%

  110%

  75%

  67%

  98%

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 $.39 per share is comprised of distributions from net investment income of $.148 and distributions from net realized gain of $.245 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity Total International Equity Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Total International Equity and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. 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. 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 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 net asset value 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), partnerships, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 63,585,282

Gross unrealized depreciation

(5,613,524)

Net unrealized appreciation (depreciation) on securities and other investments

$ 57,971,758

 

 

Tax Cost

$ 288,258,467

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain

$ 3,268,059

Undistributed ordinary income

$ 8,977,623

Capital loss carryforward

$ (26,999,061)

Net unrealized appreciation (depreciation)

$ 57,977,944

Capital loss carry forwards 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 2012 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration:

 

2016

$ (2,434,120)

2017

(15,708,944)

2019

(8,855,997)

Total capital loss carryforward

$ (26,999,061)

Due to large subscriptions in a prior period, $26,999,061 of capital losses that will be available to offset future capital gains of the Fund will be limited to approximately $4,535,766 per year.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 15,216,010

$ 1,867,192

Long-term

398,743

-

Total

$ 15,614,753

$ 1,867,192

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.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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.

Annual Report

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 risks:

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.

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

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

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.

During the period the Fund recognized net realized gain (loss) of $(175,371) related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $291,344,236 and $292,758,849, 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 Total International Equity 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 .77% 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

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 19,245

$ 355

Class T

.25%

.25%

26,314

52

Class B

.75%

.25%

2,095

1,584

Class C

.75%

.25%

31,831

4,423

 

 

 

$ 79,485

$ 6,414

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares. For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 3,610

Class T

1,591

Class B*

630

Class C*

352

 

$ 6,183

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 22,457

.29

Class T

15,623

.29

Class B

627

.30

Class C

9,616

.30

Total International Equity

424,331

.13

Institutional Class

5,472

.26

 

$ 478,126

 

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 $625 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 $721 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

Annual Report

8. Security Lending - continued

receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $117,973. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

FMR contractually agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. This reimbursement will remain in place through December 31, 2014. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Class A

1.45%

$ 3,717

Class T

1.70%

2,651

Class B

2.20%

120

Class C

2.20%

1,829

Institutional Class

1.20%

308

 

 

$ 8,625

Commissions paid to certain brokers with whom FMR, or its affiliates, places trades include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $73,605 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $3,737.

Annual Report

Notes to Financial Statements - continued

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

$ 102,760

$ 48,329

Class T

49,034

9,062

Class B

1,541

714

Class C

28,314

4,731

Total International Equity

5,630,153

1,801,469

Institutional Class

33,750

2,887

Total

$ 5,845,552

$ 1,867,192

From net realized gain

 

 

Class A

$ 199,811

$ -

Class T

93,853

-

Class B

6,990

-

Class C

92,492

-

Total International Equity

9,320,186

-

Institutional Class

55,869

-

Total

$ 9,769,201

$ -

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

510,102

388,955

$ 3,880,513

$ 2,677,369

Reinvestment of distributions

41,103

7,157

293,886

46,237

Shares redeemed

(248,440)

(252,362)

(1,903,860)

(1,699,392)

Net increase (decrease)

302,765

143,750

$ 2,270,539

$ 1,024,214

Class T

 

 

 

 

Shares sold

807,518

207,939

$ 6,202,497

$ 1,463,372

Reinvestment of distributions

19,724

1,377

142,209

8,993

Shares redeemed

(195,438)

(38,757)

(1,518,035)

(259,817)

Net increase (decrease)

631,804

170,559

$ 4,826,671

$ 1,212,548

Class B

 

 

 

 

Shares sold

827

4,797

$ 6,304

$ 32,306

Reinvestment of distributions

1,165

108

8,437

705

Shares redeemed

(8,955)

(12,955)

(69,218)

(88,815)

Net increase (decrease)

(6,963)

(8,050)

$ (54,477)

$ (55,804)

Annual Report

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Class C

 

 

 

 

Shares sold

129,341

258,694

$ 986,204

$ 1,733,640

Reinvestment of distributions

12,546

710

90,328

4,622

Shares redeemed

(83,065)

(94,222)

(635,648)

(638,538)

Net increase (decrease)

58,822

165,182

$ 440,884

$ 1,099,724

Total International Equity

 

 

 

 

Shares sold

10,376,724

32,478,543

$ 77,880,274

$ 209,916,522

Reinvestment of distributions

2,062,441

266,160

14,746,450

1,719,395

Shares redeemed

(11,840,491)

(13,867,286)

(90,585,484)

(93,416,780)

Net increase (decrease)

598,674

18,877,417

$ 2,041,240

$ 118,219,137

Institutional Class

 

 

 

 

Shares sold

142,800

198,611

$ 1,078,337

$ 1,289,078

Reinvestment of distributions

12,587

448

89,619

2,887

Shares redeemed

(75,629)

(21,161)

(583,086)

(144,436)

Net increase (decrease)

79,758

177,898

$ 584,870

$ 1,147,529

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, a shareholder of record owned approximately 71% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Total International Equity Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Total International Equity Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 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 Total International Equity 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 11, 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.

Annual Report

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 1-800-544-8544.

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 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 Total International Equity Fund voted to pay on December 9, 2013, to shareholders of record at the opening of business on December 6, 2013, a distribution of $0.181 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.122 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2013, $3,356,997, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 1% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 38% of the dividends distributed in December 2012 during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

International Value Fund

12/10/2012

0.136

0.0114

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 Total International Equity Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, 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.

Annual Report

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 Total International Equity Fund

tie2728936

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 Total International Equity Fund

tie2728938

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.

Annual Report

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A and the retail class ranked below its competitive median for 2012 and the total expense ratio of each of Class T, Class B, 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.

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class B, Class C, Institutional Class, and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.45%, 1.70%, 2.20%, 2.20%, 1.20%, and 1.20% through December 31, 2013.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, 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.

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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends 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 Investments (Japan) Limited

FIL Investment Advisors (U.K.)
Limited

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Quincy, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-8888

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) tie2728940
1-800-544-5555

tie2728940
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

TIE-UANN-1213
1.912357.103

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Total International Equity

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® Total
International Equity Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Life of
fund
A

  Class A (incl. 5.75% sales charge)

12.16%

12.21%

-2.26%

  Class T (incl. 3.50% sales charge)

14.57%

12.50%

-2.12%

  Class B (incl. contingent deferred sales charge) B

13.05%

12.47%

-2.18%

  Class C (incl. contingent deferred sales charge) C

17.30%

12.73%

-2.02%

A From November 1, 2007.

B Class B shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 5%, 2%, and 1%, respectively.

C Class C shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Total International Equity Fund - Class A on November 1, 2007, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® ACWI® (All Country World Index) ex USA Index performed over the same period.

ati2952271

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 Jed Weiss, Co-Portfolio Manager of Fidelity Advisor® Total International Equity Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned 19.00%, 18.73%, 18.05% and 18.30%, respectively (excluding sales charges), trailing the 20.42% advance the MSCI® ACWI® (All Country World Index) ex USA Index. On a relative basis, the fund was hurt the most by disappointing stock selection in Europe ex U.K. On the positive side, the fund's investments in U.S.-based companies proved helpful, as did a big underweighting in poor-performing Canada. On an individual basis, the biggest relative detractor was Japanese automaker Toyota Motor, a strong-performing benchmark component we mostly avoided. Instead, we opted to hold DENSO, a Japanese auto-parts supplier, and its relative contribution offset some of the negative impact from our Toyota underweighting. Several of the fund's notable detractors were emerging-markets stocks, including South Africa-based gold miner AngloGold Ashanti - which we sold in May - and China Food, an out-of-index bottler of Coca-Cola beverages in China, as well as a distributor of wine. On the positive side, Dutch semiconductor company ASML Holding, a dominant player in the market for lithography, was a strong relative contributor, as was Sands China, a Hong Kong-listed casino operator.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 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.

Annual Report

 

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

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,048.20

$ 7.49

HypotheticalA

 

$ 1,000.00

$ 1,017.90

$ 7.38

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,047.90

$ 8.78

HypotheticalA

 

$ 1,000.00

$ 1,016.64

$ 8.64

Class B

2.19%

 

 

 

Actual

 

$ 1,000.00

$ 1,044.00

$ 11.28

HypotheticalA

 

$ 1,000.00

$ 1,014.17

$ 11.12

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,045.50

$ 11.34

HypotheticalA

 

$ 1,000.00

$ 1,014.12

$ 11.17

Total International Equity

1.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,050.70

$ 5.69

HypotheticalA

 

$ 1,000.00

$ 1,019.66

$ 5.60

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,050.90

$ 6.20

HypotheticalA

 

$ 1,000.00

$ 1,019.16

$ 6.11

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


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

ati2952273

United Kingdom 16.7%

 

ati2952275

Japan 14.4%

 

ati2952277

United States of America* 7.3%

 

ati2952279

France 7.1%

 

ati2952281

Switzerland 6.8%

 

ati2952283

Germany 5.2%

 

ati2952285

Australia 3.8%

 

ati2952287

India 3.0%

 

ati2952289

Korea (South) 2.7%

 

ati2952291

Other 33.0%

 

ati2952293

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities)

As of April 30, 2013

ati2952273

United Kingdom 17.0%

 

ati2952275

Japan 12.6%

 

ati2952277

United States of America* 7.8%

 

ati2952279

Switzerland 6.9%

 

ati2952281

Germany 4.6%

 

ati2952283

Australia 4.5%

 

ati2952285

France 4.3%

 

ati2952287

Taiwan 3.9%

 

ati2952289

India 3.1%

 

ati2952291

Other 35.3%

 

ati2952305

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities)

Asset Allocation as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

98.4

97.7

Short-Term Investments and Net Other Assets (Liabilities)

1.6

2.3

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)

1.6

1.9

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

1.5

1.3

Sanofi SA (France, Pharmaceuticals)

1.5

1.6

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.4

1.2

HSBC Holdings PLC sponsored ADR (United Kingdom, Commercial Banks)

1.3

1.4

Total SA (France, Oil, Gas & Consumable Fuels)

1.3

0.0

UBS AG (NY Shares) (Switzerland, Capital Markets)

1.3

1.0

DENSO Corp. (Japan, Auto Components)

1.2

1.1

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

1.2

1.2

Novartis AG (Switzerland, Pharmaceuticals)

1.1

1.1

 

13.4

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.3

22.5

Consumer Staples

13.8

14.8

Consumer Discretionary

13.2

11.9

Industrials

12.9

12.6

Health Care

9.3

9.3

Materials

6.3

7.6

Telecommunication Services

5.9

4.4

Information Technology

5.9

6.3

Energy

4.5

5.1

Utilities

2.3

3.2

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 97.6%

Shares

Value

Australia - 3.8%

Ansell Ltd.

31,550

$ 581,182

Australia & New Zealand Banking Group Ltd.

89,158

2,851,618

Coca-Cola Amatil Ltd.

85,155

1,038,247

CSL Ltd.

33,066

2,172,037

Imdex Ltd.

41,667

28,355

Ramsay Health Care Ltd.

2,307

84,602

RCG Corp. Ltd.

60,000

41,965

Sydney Airport unit

173,635

687,626

Telstra Corp. Ltd.

217,906

1,066,841

Transurban Group unit

170,303

1,142,829

Westfield Group unit

64,761

662,280

Westpac Banking Corp.

89,139

2,888,923

TOTAL AUSTRALIA

13,246,505

Austria - 0.5%

Andritz AG

24,961

1,537,626

Zumtobel AG

3,700

66,137

TOTAL AUSTRIA

1,603,763

Bailiwick of Guernsey - 0.0%

Resolution Ltd.

28,414

162,828

Bailiwick of Jersey - 0.6%

Informa PLC

157,001

1,408,460

Wolseley PLC

12,400

668,239

TOTAL BAILIWICK OF JERSEY

2,076,699

Belgium - 2.3%

Anheuser-Busch InBev SA NV

47,671

4,941,754

Gimv NV

1,919

97,186

KBC Ancora (a)

3,381

110,127

KBC Groupe SA

29,097

1,586,184

UCB SA

7,688

505,426

Umicore SA

17,794

848,855

TOTAL BELGIUM

8,089,532

Bermuda - 1.9%

China Foods Ltd.

1,106,000

502,144

Credicorp Ltd.

7,500

1,024,500

Dairy Farm International Holdings Ltd.

45,900

520,047

Hongkong Land Holdings Ltd.

87,000

535,920

Lazard Ltd. Class A

15,900

614,535

Li & Fung Ltd.

342,000

483,467

Common Stocks - continued

Shares

Value

Bermuda - continued

Shangri-La Asia Ltd.

414,000

$ 758,261

Texwinca Holdings Ltd.

806,000

824,401

Trinity Ltd.

930,000

347,865

Yue Yuen Industrial (Holdings) Ltd.

339,000

931,343

TOTAL BERMUDA

6,542,483

Brazil - 2.2%

Arezzo Industria e Comercio SA

2,500

37,385

Banco Bradesco SA

77,610

1,244,074

BM&F Bovespa SA

150,900

850,758

BTG Pactual Participations Ltd. unit

47,700

638,143

Companhia de Bebidas das Americas (AmBev)

300

11,175

Fleury SA

67,700

524,326

Hypermarcas SA

84,400

736,550

Iguatemi Empresa de Shopping Centers SA

50,500

580,473

Souza Cruz SA

61,400

664,102

Telefonica Brasil SA

28,500

561,553

Terna Participacoes SA unit

51,600

500,982

Tractebel Energia SA

46,900

797,648

Weg SA

48,000

623,516

TOTAL BRAZIL

7,770,685

British Virgin Islands - 0.0%

Gem Diamonds Ltd. (a)

18,923

48,394

Canada - 0.1%

Pason Systems, Inc.

6,400

133,015

ShawCor Ltd. Class A

1,500

63,056

TAG Oil Ltd. (a)(c)

9,800

39,852

TOTAL CANADA

235,923

Cayman Islands - 1.6%

Ginko International Co. Ltd.

20,000

381,179

Gourmet Master Co. Ltd.

96,000

639,239

Hengan International Group Co. Ltd.

50,000

612,344

Lifestyle International Holdings Ltd.

51,000

111,170

Sands China Ltd.

281,400

1,999,889

SITC International Holdings Co. Ltd.

1,087,000

459,868

Wynn Macau Ltd.

355,200

1,362,982

TOTAL CAYMAN ISLANDS

5,566,671

Chile - 1.5%

Cencosud SA

175,326

715,303

Common Stocks - continued

Shares

Value

Chile - continued

Compania Cervecerias Unidas SA sponsored ADR

35,855

$ 956,970

Embotelladora Andina SA sponsored ADR

18,000

615,600

Empresa Nacional de Telecomunicaciones SA (ENTEL)

46,696

718,603

Inversiones Aguas Metropolitanas SA

254,947

472,815

Parque Arauco SA

285,766

551,728

Quinenco SA

275,436

736,647

Quinenco SA rights 11/5/13 (a)

65,950

25,749

Sociedad Matriz SAAM SA

5,792,804

582,277

TOTAL CHILE

5,375,692

China - 0.7%

China Communications Services Corp. Ltd. (H Shares)

790,000

484,006

China Pacific Insurance Group Co. Ltd. (H Shares)

185,800

671,018

China Telecom Corp. Ltd. (H Shares)

1,202,000

627,871

Shandong Weigao Medical Polymer Co. Ltd. (H Shares)

536,000

503,299

TOTAL CHINA

2,286,194

Denmark - 0.9%

A.P. Moller - Maersk A/S Series B

81

783,716

Jyske Bank A/S (Reg.) (a)

1,654

93,370

Novo Nordisk A/S Series B sponsored ADR

14,000

2,333,380

Spar Nord Bank A/S (a)

11,331

101,073

TOTAL DENMARK

3,311,539

Finland - 1.0%

Nokia Corp. (a)

77,916

592,223

Nokian Tyres PLC

29,458

1,490,673

Sampo Oyj (A Shares)

26,099

1,236,359

Tikkurila Oyj

3,580

92,792

TOTAL FINLAND

3,412,047

France - 7.1%

Arkema SA

7,278

826,308

Atos Origin SA

10,134

865,193

BNP Paribas SA

33,579

2,486,582

Cap Gemini SA

11,002

723,744

Carrefour SA

26,773

980,751

Danone SA

18,480

1,370,482

GDF Suez

51,369

1,279,146

Havas SA

70,377

586,322

Kering SA

3,113

707,334

Laurent-Perrier Group SA

859

80,254

Remy Cointreau SA

6,481

639,553

Common Stocks - continued

Shares

Value

France - continued

Renault SA

10,870

$ 952,086

Safran SA

21,914

1,400,657

Saft Groupe SA

2,521

80,027

Sanofi SA

49,051

5,229,976

Schneider Electric SA

4,741

399,422

Total SA

74,087

4,545,458

Vetoquinol SA

1,500

59,714

Virbac SA

410

82,472

Vivendi SA

52,852

1,341,550

TOTAL FRANCE

24,637,031

Germany - 4.6%

Allianz SE

11,227

1,888,665

alstria office REIT-AG

2,900

36,768

BASF AG

23,711

2,466,996

Bayer AG

25,993

3,230,629

Bilfinger Berger AG

1,120

124,346

CompuGROUP Holding AG

4,546

118,478

CTS Eventim AG

4,483

218,820

Deutsche Bank AG

10,780

520,988

Deutsche Bank AG (NY Shares)

300

14,496

Deutsche Post AG

34,917

1,181,658

Fielmann AG

1,079

120,717

Fresenius SE & Co. KGaA

5,500

714,876

HeidelbergCement Finance AG

9,123

719,175

Linde AG

14,649

2,783,561

Siemens AG

10,138

1,295,558

Siemens AG sponsored ADR

4,769

610,480

TOTAL GERMANY

16,046,211

Greece - 0.0%

Titan Cement Co. SA (Reg.) (a)

3,444

93,989

Hong Kong - 1.4%

China Insurance International Holdings Co. Ltd. (a)

717,800

1,120,261

Dah Chong Hong Holdings Ltd.

630,000

534,683

Hang Lung Properties Ltd.

261,000

860,125

HKT Trust / HKT Ltd. unit

641,000

594,452

Hysan Development Co. Ltd.

140,000

654,585

Lenovo Group Ltd.

628,000

672,307

Wing Hang Bank Ltd.

37,562

534,385

TOTAL HONG KONG

4,970,798

Common Stocks - continued

Shares

Value

Hungary - 0.2%

Richter Gedeon PLC

38,800

$ 737,790

India - 3.0%

Bank of Baroda

49,621

517,677

Cipla Ltd.

86,552

580,347

Container Corp. of India Ltd.

44,711

549,201

Grasim Industries Ltd.

15,533

730,141

Housing Development Finance Corp. Ltd.

120,022

1,665,338

IDFC Ltd.

457,281

784,718

Infosys Ltd.

23,850

1,271,037

Jyothy Laboratories Ltd. (a)

32,119

96,580

Kotak Mahindra Bank Ltd.

54,534

665,879

Larsen & Toubro Ltd.

62,294

984,286

NTPC Ltd.

524,093

1,268,049

Prestige Estates Projects Ltd. (a)

272,850

633,377

Punjab National Bank

57,188

530,472

TOTAL INDIA

10,277,102

Indonesia - 0.5%

PT Bank Rakyat Indonesia Tbk

821,000

575,371

PT Semen Gresik (Persero) Tbk

438,500

558,212

PT Wijaya Karya Persero Tbk

3,288,500

560,114

TOTAL INDONESIA

1,693,697

Ireland - 0.7%

CRH PLC sponsored ADR

39,729

972,566

FBD Holdings PLC

5,372

115,972

James Hardie Industries PLC:

CDI

8,082

83,491

sponsored ADR

24,355

1,268,408

TOTAL IRELAND

2,440,437

Israel - 0.2%

Azrieli Group

14,096

453,311

Ituran Location & Control Ltd.

2,761

50,526

Strauss Group Ltd.

2,359

41,664

TOTAL ISRAEL

545,501

Italy - 0.5%

Azimut Holding SpA

8,114

206,124

Beni Stabili SpA SIIQ

145,810

100,175

Interpump Group SpA

53,591

596,658

Common Stocks - continued

Shares

Value

Italy - continued

Prada SpA

68,900

$ 671,848

Unione di Banche Italiane ScpA

44,737

309,782

TOTAL ITALY

1,884,587

Japan - 14.4%

AEON Financial Service Co. Ltd.

8,800

270,250

AEON Mall Co. Ltd.

36,130

1,026,127

Air Water, Inc.

29,500

421,681

Anicom Holdings, Inc. (a)

2,500

29,626

Aozora Bank Ltd.

243,000

706,409

ARNEST ONE Corp.

2,300

63,061

Artnature, Inc.

4,000

85,376

Asahi Co. Ltd.

4,000

67,805

Astellas Pharma, Inc.

11,700

652,233

Autobacs Seven Co. Ltd.

27,400

399,505

Azbil Corp.

4,200

101,197

Coca-Cola Central Japan Co. Ltd.

3,800

67,300

Cosmos Pharmaceutical Corp.

700

85,281

Daikin Industries Ltd.

9,300

535,061

Daikokutenbussan Co. Ltd.

5,000

150,040

DENSO Corp.

88,900

4,273,282

Dentsu, Inc.

14,400

544,064

East Japan Railway Co.

10,400

903,455

Fanuc Corp.

6,800

1,090,772

Fast Retailing Co. Ltd.

3,900

1,312,786

FCC Co. Ltd.

6,800

155,345

GCA Savvian Group Corp.

4,700

51,811

Glory Ltd.

2,000

49,594

Goldcrest Co. Ltd.

6,260

167,479

Hajime Construction Co. Ltd.

400

27,581

Harmonic Drive Systems, Inc.

3,000

64,584

Hoya Corp.

35,500

851,268

Isuzu Motors Ltd.

82,000

510,662

Itochu Corp.

66,200

795,999

Iwatsuka Confectionary Co. Ltd.

1,200

61,891

Japan Exchange Group, Inc.

15,600

362,671

Japan Tobacco, Inc.

66,500

2,406,215

JFE Holdings, Inc.

26,300

597,922

JTEKT Corp.

41,200

528,937

Kamigumi Co. Ltd.

6,000

52,190

Kansai Electric Power Co., Inc. (a)

40,900

517,672

KDDI Corp.

21,200

1,148,118

Common Stocks - continued

Shares

Value

Japan - continued

Keyence Corp.

5,921

$ 2,537,681

Kobayashi Pharmaceutical Co. Ltd.

1,600

89,586

Kyoto Kimono Yuzen Co. Ltd.

2,800

29,424

Lasertec Corp. (a)

5,500

56,820

Leopalace21 Corp. (a)

31,800

220,772

Meiko Network Japan Co. Ltd.

2,700

31,169

Miraial Co. Ltd.

2,400

38,930

Mitsubishi Electric Corp.

62,000

681,502

Mitsui Fudosan Co. Ltd.

59,000

1,954,428

MS&AD Insurance Group Holdings, Inc.

29,400

760,206

Nabtesco Corp.

3,000

73,223

Nagaileben Co. Ltd.

5,100

84,161

ND Software Co. Ltd.

2,000

35,876

Nihon M&A Center, Inc.

2,300

177,389

Nihon Parkerizing Co. Ltd.

7,000

136,745

Nippon Seiki Co. Ltd.

7,000

114,127

Nippon Telegraph & Telephone Corp.

18,600

966,834

Nomura Holdings, Inc.

44,400

327,984

NS Tool Co. Ltd.

1,900

32,362

Obic Co. Ltd.

3,800

119,330

Omron Corp.

14,600

557,154

ORIX Corp.

67,100

1,162,245

OSG Corp.

10,200

165,002

Santen Pharmaceutical Co. Ltd.

12,800

649,801

Seven & i Holdings Co., Ltd.

24,100

891,908

Seven Bank Ltd.

339,600

1,201,931

Shinsei Bank Ltd.

552,000

1,292,401

SHO-BOND Holdings Co. Ltd.

17,200

805,430

Shoei Co. Ltd.

5,900

55,432

SoftBank Corp.

39,800

2,972,221

Software Service, Inc.

1,000

37,598

Sumitomo Corp.

54,800

713,129

Sumitomo Mitsui Financial Group, Inc.

57,200

2,764,813

Sumitomo Mitsui Trust Holdings, Inc.

192,000

948,305

Techno Medica Co. Ltd.

1,800

39,199

The Nippon Synthetic Chemical Industry Co. Ltd.

11,000

106,054

Tocalo Co. Ltd.

2,800

45,843

Tokyo Tatemono Co. Ltd.

47,000

441,236

Toyota Motor Corp.

22,000

1,426,440

Tsutsumi Jewelry Co. Ltd.

2,000

48,731

Unicharm Corp.

11,400

732,210

USS Co. Ltd.

163,500

2,394,375

Common Stocks - continued

Shares

Value

Japan - continued

Workman Co. Ltd.

2,000

$ 78,379

Yamato Kogyo Co. Ltd.

25,500

945,137

TOTAL JAPAN

50,078,773

Korea (South) - 2.7%

Coway Co. Ltd.

2,497

142,581

E-Mart Co. Ltd.

5,451

1,304,607

Kiwoom Securities Co. Ltd.

13,501

707,311

Korea Electric Power Corp. (a)

32,950

879,523

Korea Plant Service & Engineering Co. Ltd.

18,239

924,598

KT Corp.

25,930

856,618

LG Corp.

17,494

1,033,538

LG Household & Health Care Ltd.

1,560

809,927

NICE Holdings Co. Ltd.

5,000

61,011

NICE Information Service Co. Ltd.

12,000

34,600

Samsung Fire & Marine Insurance Co. Ltd.

3,292

769,275

Shinhan Financial Group Co. Ltd.

30,630

1,334,912

TK Corp. (a)

27,242

553,167

TOTAL KOREA (SOUTH)

9,411,668

Luxembourg - 0.3%

Millicom International Cellular SA (depository receipt)

10,000

922,061

Malaysia - 0.4%

Axiata Group Bhd

104,300

227,005

Public Bank Bhd

71,500

414,526

YTL Corp. Bhd

1,298,600

678,818

TOTAL MALAYSIA

1,320,349

Mexico - 0.9%

Bolsa Mexicana de Valores S.A.B. de CV

221,300

527,500

Consorcio ARA S.A.B. de CV (a)

1,492,555

583,420

Fomento Economico Mexicano S.A.B. de CV sponsored ADR

12,233

1,141,339

Grupo Televisa SA de CV

162,300

991,420

TOTAL MEXICO

3,243,679

Netherlands - 2.0%

Aalberts Industries NV

7,600

227,429

AEGON NV

51,215

407,512

ASM International NV (depositary receipt)

1,950

64,389

ASML Holding NV

12,776

1,209,121

Heijmans NV (Certificaten Van Aandelen)

8,481

112,836

ING Groep NV (Certificaten Van Aandelen) (a)

148,405

1,885,890

Common Stocks - continued

Shares

Value

Netherlands - continued

Koninklijke Philips Electronics NV

38,309

$ 1,353,868

Royal DSM NV

11,256

852,629

Unilever NV (Certificaten Van Aandelen) (Bearer)

16,000

634,328

VastNed Retail NV

2,215

102,418

TOTAL NETHERLANDS

6,850,420

Nigeria - 0.1%

Guaranty Trust Bank PLC

3,130,003

498,672

Norway - 0.4%

Telenor ASA

56,208

1,350,189

Philippines - 0.4%

Jollibee Food Corp.

14,560

59,770

Security Bank Corp.

165,970

533,838

SM Investments Corp.

32,910

651,879

TOTAL PHILIPPINES

1,245,487

Poland - 0.2%

Warsaw Stock Exchange

49,938

723,046

Portugal - 0.5%

Jeronimo Martins SGPS SA

98,869

1,826,998

Russia - 0.1%

Moscow Exchange MICEX-RTS OAO

184,700

352,747

Singapore - 0.8%

Ezion Holdings Ltd.

269,000

485,075

Singapore Telecommunications Ltd.

394,000

1,198,937

United Overseas Bank Ltd.

58,746

985,563

TOTAL SINGAPORE

2,669,575

South Africa - 2.3%

African Bank Investments Ltd.

410,106

694,489

Bidvest Group Ltd.

31,600

842,698

Clicks Group Ltd.

118,211

736,556

Nampak Ltd.

25,130

83,110

Naspers Ltd. Class N

9,700

907,314

Remgro Ltd.

31,700

645,447

Sasol Ltd.

18,500

945,310

Shoprite Holdings Ltd.

48,300

884,327

Standard Bank Group Ltd.

83,671

1,062,854

Tiger Brands Ltd.

35,300

1,034,447

TOTAL SOUTH AFRICA

7,836,552

Common Stocks - continued

Shares

Value

Spain - 1.9%

Amadeus IT Holding SA Class A

17,157

$ 637,116

Banco Bilbao Vizcaya Argentaria SA sponsored ADR

169,876

1,984,152

Grifols SA

1,546

63,403

Inditex SA

12,680

2,083,169

International Consolidated Airlines Group SA CDI (a)

86,600

483,075

Prosegur Compania de Seguridad SA (Reg.)

74,476

442,905

Repsol YPF SA

33,855

909,220

TOTAL SPAIN

6,603,040

Sweden - 2.7%

ASSA ABLOY AB (B Shares)

30,400

1,509,198

Atlas Copco AB (A Shares)

51,459

1,427,817

Fagerhult AB

13,985

429,474

H&M Hennes & Mauritz AB (B Shares)

40,086

1,732,098

Intrum Justitia AB

25,963

691,139

SKF AB (B Shares)

32,800

869,092

Svenska Cellulosa AB (SCA) (B Shares)

24,176

686,474

Svenska Handelsbanken AB (A Shares)

42,293

1,916,224

Swedish Match Co. AB

3,900

128,675

TOTAL SWEDEN

9,390,191

Switzerland - 6.8%

Credit Suisse Group

16,189

503,607

Nestle SA

78,360

5,656,343

Novartis AG

47,854

3,714,551

Roche Holding AG (participation certificate)

18,964

5,250,187

Schindler Holding AG:

(participation certificate)

5,270

747,505

(Reg.)

2,001

284,487

Swatch Group AG (Bearer)

960

614,184

Swiss Re Ltd.

16,910

1,485,344

Syngenta AG (Switzerland)

2,230

900,065

UBS AG (NY Shares)

225,197

4,359,814

Zehnder Group AG

1,363

64,218

TOTAL SWITZERLAND

23,580,305

Taiwan - 1.7%

Chroma ATE, Inc.

325,116

691,431

CTCI Corp.

353,000

616,416

E.SUN Financial Holdings Co. Ltd.

1,122,485

749,340

King Slide Works Co. Ltd.

48,000

423,985

Standard Foods Corp.

18,550

56,718

Taiwan Semiconductor Manufacturing Co. Ltd.

536,035

1,971,867

Common Stocks - continued

Shares

Value

Taiwan - continued

Unified-President Enterprises Corp.

540,988

$ 1,029,228

Wowprime Corp.

31,200

516,202

TOTAL TAIWAN

6,055,187

Turkey - 1.3%

Albaraka Turk Katilim Bankasi A/S (a)

113,907

101,568

Anadolu Efes Biracilik Ve Malt Sanayii A/S

57,000

728,115

Coca-Cola Icecek A/S

35,589

1,020,649

Enka Insaat ve Sanayi A/S

254,062

743,255

Tupras Turkiye Petrol Rafinelleri A/S

22,313

506,339

Turkiye Garanti Bankasi A/S

313,143

1,261,200

TOTAL TURKEY

4,361,126

United Kingdom - 16.7%

Babcock International Group PLC

49,400

1,009,902

Barclays PLC

467,229

1,965,850

Barclays PLC sponsored ADR

48,333

812,478

Bellway PLC

5,928

142,955

Berendsen PLC

7,328

114,031

BG Group PLC

103,727

2,118,033

BHP Billiton PLC

68,221

2,105,198

BHP Billiton PLC ADR

15,600

961,584

British American Tobacco PLC (United Kingdom)

15,840

873,929

Britvic PLC

9,817

98,379

BT Group PLC

124,647

754,193

Bunzl PLC

39,057

862,332

Compass Group PLC

65,914

948,008

Dechra Pharmaceuticals PLC

9,000

99,571

Derwent London PLC

2,000

80,298

Elementis PLC

32,808

136,298

Fenner PLC

8,953

57,421

GlaxoSmithKline PLC sponsored ADR

53,397

2,810,284

Great Portland Estates PLC

17,772

163,280

Hilton Food Group PLC

4,200

28,823

HSBC Holdings PLC sponsored ADR

84,258

4,637,560

Imperial Tobacco Group PLC

35,990

1,343,981

InterContinental Hotel Group PLC ADR

54,247

1,592,149

ITV PLC

304,819

933,018

Johnson Matthey PLC

29,077

1,400,527

Kingfisher PLC

152,227

921,405

Legal & General Group PLC

392,124

1,359,947

Meggitt PLC

14,735

135,259

Common Stocks - continued

Shares

Value

United Kingdom - continued

National Grid PLC

122,891

$ 1,544,342

Next PLC

7,800

680,980

Persimmon PLC

4,537

92,024

Prudential PLC

176,390

3,607,310

Reckitt Benckiser Group PLC

26,051

2,025,018

Reed Elsevier PLC

74,513

1,044,204

Rexam PLC

86,188

717,917

Rolls-Royce Group PLC

127,052

2,342,725

Rotork PLC

22,403

1,028,417

Royal Dutch Shell PLC Class A sponsored ADR

50,889

3,392,261

SABMiller PLC

45,563

2,377,233

Serco Group PLC

101,845

909,571

Shaftesbury PLC

49,537

471,800

Spectris PLC

5,170

191,655

Spirax-Sarco Engineering PLC

4,807

224,906

Standard Chartered PLC (United Kingdom)

76,604

1,841,789

Taylor Wimpey PLC

270,787

478,466

Ted Baker PLC

2,575

70,478

Tesco PLC

211,773

1,236,666

Tullow Oil PLC

35,500

536,478

Ultra Electronics Holdings PLC

5,001

155,080

Unite Group PLC

76,402

485,112

Vodafone Group PLC sponsored ADR

114,232

4,206,022

TOTAL UNITED KINGDOM

58,127,147

United States of America - 5.7%

AbbVie, Inc.

15,329

742,690

ANSYS, Inc. (a)

400

34,980

Autoliv, Inc.

17,254

1,539,574

Berkshire Hathaway, Inc. Class B (a)

4,316

496,685

BorgWarner, Inc.

13,097

1,350,694

BPZ Energy, Inc. (a)

15,547

31,249

Broadridge Financial Solutions, Inc.

1,140

40,082

Cabot Corp.

7,508

349,948

Cummins, Inc.

6,191

786,381

Dril-Quip, Inc. (a)

1,070

125,639

Evercore Partners, Inc. Class A

2,160

109,015

FMC Technologies, Inc. (a)

10,803

546,092

Google, Inc. Class A (a)

600

618,348

Greenhill & Co., Inc.

1,420

72,846

Kansas City Southern

517

62,826

Kennedy-Wilson Holdings, Inc.

5,183

103,867

Common Stocks - continued

Shares

Value

United States of America - continued

KLA-Tencor Corp.

8,500

$ 557,600

Martin Marietta Materials, Inc.

7,780

763,140

MasterCard, Inc. Class A

2,409

1,727,494

Mead Johnson Nutrition Co. Class A

16,700

1,363,722

Mohawk Industries, Inc. (a)

6,035

799,155

National Oilwell Varco, Inc.

9,546

774,944

Oceaneering International, Inc.

1,250

107,350

Philip Morris International, Inc.

10,000

891,200

PriceSmart, Inc.

8,085

919,992

ResMed, Inc.

15,420

797,831

Sohu.com, Inc. (a)

5,600

374,976

Solera Holdings, Inc.

12,873

723,720

SS&C Technologies Holdings, Inc. (a)

19,854

780,262

Union Pacific Corp.

3,900

590,460

Visa, Inc. Class A

8,601

1,691,559

TOTAL UNITED STATES OF AMERICA

19,874,321

TOTAL COMMON STOCKS

(Cost $279,749,091)


339,377,631

Nonconvertible Preferred Stocks - 0.8%

 

 

 

 

Brazil - 0.2%

Banco ABC Brasil SA

5,994

36,897

Klabin SA (PN) (non-vtg.)

124,100

659,222

TOTAL BRAZIL

696,119

Germany - 0.6%

Sartorius AG (non-vtg.)

800

84,398

Volkswagen AG

7,390

1,878,322

TOTAL GERMANY

1,962,720

United Kingdom - 0.0%

Rolls-Royce Group PLC Series C

8,544,272

13,700

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $2,154,229)


2,672,539

Money Market Funds - 1.2%

Shares

Value

Fidelity Cash Central Fund, 0.09% (b)
(Cost $4,180,055)

4,180,055

$ 4,180,055

TOTAL INVESTMENT PORTFOLIO - 99.6%

(Cost $286,083,375)

346,230,225

NET OTHER ASSETS (LIABILITIES) - 0.4%

1,255,209

NET ASSETS - 100%

$ 347,485,434

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) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 7,651

Fidelity Securities Lending Cash Central Fund

117,973

Total

$ 125,624

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 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

$ 45,862,668

$ 34,330,500

$ 11,441,526

$ 90,642

Consumer Staples

47,931,001

31,254,840

16,676,161

-

Energy

15,259,371

9,768,603

5,490,768

-

Financials

85,212,436

60,767,201

24,445,235

-

Health Care

32,901,496

22,458,101

10,443,395

-

Industrials

44,536,699

35,172,801

9,363,898

-

Information Technology

19,752,010

11,654,503

8,097,507

-

Materials

22,658,420

16,715,477

5,942,943

-

Telecommunication Services

19,997,074

12,671,219

7,325,855

-

Utilities

7,938,995

4,997,458

2,941,537

-

Money Market Funds

4,180,055

4,180,055

-

-

Total Investments in Securities:

$ 346,230,225

$ 243,970,758

$ 102,168,825

$ 90,642

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

$ 27,446,870

Level 2 to Level 1

$ 0

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $281,903,320)

$ 342,050,170

 

Fidelity Central Funds (cost $4,180,055)

4,180,055

 

Total Investments (cost $286,083,375)

 

$ 346,230,225

Cash

 

98,120

Foreign currency held at value (cost $48,734)

48,356

Receivable for investments sold

5,463,171

Receivable for fund shares sold

129,490

Dividends receivable

652,586

Distributions receivable from Fidelity Central Funds

461

Prepaid expenses

1,143

Receivable from investment adviser for expense reductions

1,873

Other receivables

19,410

Total assets

352,644,835

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 4,152,032

Delayed delivery

3,376

Payable for fund shares redeemed

510,377

Accrued management fee

211,644

Distribution and service plan fees payable

8,092

Other affiliated payables

52,427

Other payables and accrued expenses

221,453

Total liabilities

5,159,401

 

 

 

Net Assets

$ 347,485,434

Net Assets consist of:

 

Paid in capital

$ 304,386,459

Undistributed net investment income

4,647,078

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(21,575,548)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

60,027,445

Net Assets

$ 347,485,434

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($9,033,736 ÷ 1,091,791 shares)

$ 8.27

 

 

 

Maximum offering price per share (100/94.25 of $8.27)

$ 8.77

Class T:
Net Asset Value
and redemption price per share ($7,908,968 ÷ 950,538 shares)

$ 8.32

 

 

 

Maximum offering price per share (100/96.50 of $8.32)

$ 8.62

Class B:
Net Asset Value
and offering price per share ($191,605 ÷ 23,044 shares)A

$ 8.31

 

 

 

Class C:
Net Asset Value
and offering price per share ($3,584,459 ÷ 433,098 shares)A

$ 8.28

 

 

 

Total International Equity:
Net Asset Value
, offering price and redemption price per share ($324,394,605 ÷ 39,121,493 shares)

$ 8.29

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($2,372,061 ÷ 287,233 shares)

$ 8.26

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

 

$ 9,425,071

Interest

 

291

Income from Fidelity Central Funds

 

125,624

Income before foreign taxes withheld

 

9,550,986

Less foreign taxes withheld

 

(700,335)

Total income

 

8,850,651

 

 

 

Expenses

Management fee
Basic fee

$ 2,364,132

Performance adjustment

228,686

Transfer agent fees

478,126

Distribution and service plan fees

79,485

Accounting and security lending fees

174,309

Custodian fees and expenses

273,120

Independent trustees' compensation

1,910

Registration fees

73,943

Audit

93,320

Legal

893

Miscellaneous

2,714

Total expenses before reductions

3,770,638

Expense reductions

(85,967)

3,684,671

Net investment income (loss)

5,165,980

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

8,824,925

Foreign currency transactions

(119,832)

Futures contracts

(175,371)

Total net realized gain (loss)

 

8,529,722

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $90,453)

44,707,928

Assets and liabilities in foreign currencies

18,535

Total change in net unrealized appreciation (depreciation)

 

44,726,463

Net gain (loss)

53,256,185

Net increase (decrease) in net assets resulting from operations

$ 58,422,165

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 5,165,980

$ 5,615,371

Net realized gain (loss)

8,529,722

9,140,393

Change in net unrealized appreciation (depreciation)

44,726,463

20,537,189

Net increase (decrease) in net assets resulting
from operations

58,422,165

35,292,953

Distributions to shareholders from net investment income

(5,845,552)

(1,867,192)

Distributions to shareholders from net realized gain

(9,769,201)

-

Total distributions

(15,614,753)

(1,867,192)

Share transactions - net increase (decrease)

10,109,727

122,647,348

Redemption fees

2,498

3,128

Total increase (decrease) in net assets

52,919,637

156,076,237

 

 

 

Net Assets

Beginning of period

294,565,797

138,489,560

End of period (including undistributed net investment income of $4,647,078 and undistributed net investment income of $5,300,982, respectively)

$ 347,485,434

$ 294,565,797

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.31

$ 6.67

$ 7.36

$ 6.40

$ 4.90

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .09

  .13

  .11

  .08

  .06

Net realized and unrealized gain (loss)

  1.24

  .59

  (.69)

  .95

  1.55

Total from investment operations

  1.33

  .72

  (.58)

  1.03

  1.61

Distributions from net investment income

  (.13)

  (.08)

  (.09)

  (.04)

  (.11)

Distributions from net realized gain

  (.25)

  -

  (.02)

  (.03)

  -

Total distributions

  (.37) H

  (.08)

  (.11)

  (.07)

  (.11)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.27

$ 7.31

$ 6.67

$ 7.36

$ 6.40

Total Return A, B

  19.00%

  10.88%

  (8.03)%

  16.17%

  33.87%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.50%

  1.57%

  1.73%

  2.02%

  2.09%

Expenses net of fee waivers, if any

  1.45%

  1.45%

  1.45%

  1.50%

  1.50%

Expenses net of all reductions

  1.43%

  1.42%

  1.42%

  1.47%

  1.47%

Net investment income (loss)

  1.21%

  1.88%

  1.44%

  1.15%

  1.13%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,034

$ 5,767

$ 4,307

$ 5,029

$ 3,727

Portfolio turnover rate E

  89%

  110%

  75%

  67%

  98%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.37 per share is comprised of distributions from net investment income of $.126 and distributions from net realized gain of $.245 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.37

$ 6.73

$ 7.41

$ 6.40

$ 4.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .07

  .11

  .09

  .06

  .04

Net realized and unrealized gain (loss)

  1.25

  .59

  (.68)

  .95

  1.57

Total from investment operations

  1.32

  .70

  (.59)

  1.01

  1.61

Distributions from net investment income

  (.13)

  (.06)

  (.07)

  -

  (.09)

Distributions from net realized gain

  (.25)

  -

  (.02)

  -

  -

Total distributions

  (.37) H

  (.06)

  (.09)

  -

  (.09)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.32

$ 7.37

$ 6.73

$ 7.41

$ 6.40

Total Return A, B

  18.73%

  10.52%

  (8.08)%

  15.78%

  33.74%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.75%

  1.84%

  2.02%

  2.31%

  2.34%

Expenses net of fee waivers, if any

  1.70%

  1.70%

  1.70%

  1.75%

  1.75%

Expenses net of all reductions

  1.67%

  1.67%

  1.67%

  1.72%

  1.72%

Net investment income (loss)

  .96%

  1.63%

  1.19%

  .90%

  .88%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 7,909

$ 2,348

$ 997

$ 1,004

$ 1,526

Portfolio turnover rate E

  89%

  110%

  75%

  67%

  98%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.37 per share is comprised of distributions from net investment income of $.128 and distributions from net realized gain of $.245 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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.33

$ 6.68

$ 7.37

$ 6.39

$ 4.86

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .04

  .08

  .05

  .03

  .02

Net realized and unrealized gain (loss)

  1.24

  .59

  (.68)

  .95

  1.56

Total from investment operations

  1.28

  .67

  (.63)

  .98

  1.58

Distributions from net investment income

  (.05)

  (.02)

  (.04)

  -

  (.05)

Distributions from net realized gain

  (.25)

  -

  (.02)

  -

  -

Total distributions

  (.30)

  (.02)

  (.06)

  -

  (.05)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.31

$ 7.33

$ 6.68

$ 7.37

$ 6.39

Total Return A, B

  18.05%

  10.05%

  (8.66)%

  15.34%

  32.95%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.26%

  2.34%

  2.51%

  2.81%

  2.82%

Expenses net of fee waivers, if any

  2.20%

  2.20%

  2.20%

  2.25%

  2.25%

Expenses net of all reductions

  2.18%

  2.17%

  2.17%

  2.22%

  2.22%

Net investment income (loss)

  .46%

  1.13%

  .69%

  .40%

  .38%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 192

$ 220

$ 254

$ 327

$ 1,337

Portfolio turnover rate E

  89%

  110%

  75%

  67%

  98%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.31

$ 6.67

$ 7.36

$ 6.39

$ 4.86

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .04

  .08

  .05

  .03

  .02

Net realized and unrealized gain (loss)

  1.25

  .58

  (.69)

  .94

  1.56

Total from investment operations

  1.29

  .66

  (.64)

  .97

  1.58

Distributions from net investment income

  (.08)

  (.02)

  (.03)

  -

  (.05)

Distributions from net realized gain

  (.25)

  -

  (.02)

  -

  -

Total distributions

  (.32) H

  (.02)

  (.05)

  -

  (.05)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.28

$ 7.31

$ 6.67

$ 7.36

$ 6.39

Total Return A, B

  18.30%

  9.98%

  (8.72)%

  15.18%

  33.10%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.26%

  2.31%

  2.51%

  2.80%

  2.85%

Expenses net of fee waivers, if any

  2.20%

  2.20%

  2.20%

  2.25%

  2.25%

Expenses net of all reductions

  2.18%

  2.17%

  2.17%

  2.22%

  2.22%

Net investment income (loss)

  .46%

  1.13%

  .69%

  .40%

  .38%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,584

$ 2,737

$ 1,396

$ 1,423

$ 1,714

Portfolio turnover rate E

  89%

  110%

  75%

  67%

  98%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.32 per share is comprised of distributions from net investment income of $.075 and distributions from net realized gain of $.245 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Total International Equity

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.32

$ 6.69

$ 7.37

$ 6.41

$ 4.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .12

  .15

  .12

  .09

  .07

Net realized and unrealized gain (loss)

  1.24

  .58

  (.68)

  .96

  1.55

Total from investment operations

  1.36

  .73

  (.56)

  1.05

  1.62

Distributions from net investment income

  (.15)

  (.10)

  (.10)

  (.06)

  (.12)

Distributions from net realized gain

  (.25)

  -

  (.02)

  (.03)

  -

Total distributions

  (.39) G

  (.10)

  (.12)

  (.09)

  (.12)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.29

$ 7.32

$ 6.69

$ 7.37

$ 6.41

Total Return A

  19.48%

  11.03%

  (7.70)%

  16.45%

  34.23%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.09%

  1.16%

  1.42%

  1.79%

  1.87%

Expenses net of fee waivers, if any

  1.09%

  1.16%

  1.20%

  1.25%

  1.25%

Expenses net of all reductions

  1.07%

  1.13%

  1.17%

  1.22%

  1.22%

Net investment income (loss)

  1.57%

  2.16%

  1.69%

  1.40%

  1.38%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 324,395

$ 281,979

$ 131,338

$ 60,826

$ 33,061

Portfolio turnover rate D

  89%

  110%

  75%

  67%

  98%

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 $.39 per share is comprised of distributions from net investment income of $.148 and distributions from net realized gain of $.245 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.30

$ 6.67

$ 7.35

$ 6.41

$ 4.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .14

  .12

  .10

  .07

Net realized and unrealized gain (loss)

  1.24

  .59

  (.68)

  .95

  1.55

Total from investment operations

  1.35

  .73

  (.56)

  1.05

  1.62

Distributions from net investment income

  (.15)

  (.10)

  (.10)

  (.08)

  (.12)

Distributions from net realized gain

  (.25)

  -

  (.02)

  (.03)

  -

Total distributions

  (.39) G

  (.10)

  (.12)

  (.11)

  (.12)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.26

$ 7.30

$ 6.67

$ 7.35

$ 6.41

Total Return A

  19.40%

  11.06%

  (7.72)%

  16.48%

  34.23%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.21%

  1.27%

  1.48%

  1.82%

  1.80%

Expenses net of fee waivers, if any

  1.20%

  1.20%

  1.20%

  1.25%

  1.25%

Expenses net of all reductions

  1.18%

  1.17%

  1.17%

  1.23%

  1.22%

Net investment income (loss)

  1.46%

  2.13%

  1.69%

  1.40%

  1.38%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,372

$ 1,514

$ 197

$ 28

$ 1,308

Portfolio turnover rate D

  89%

  110%

  75%

  67%

  98%

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 $.39 per share is comprised of distributions from net investment income of $.148 and distributions from net realized gain of $.245 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity Total International Equity Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Total International Equity and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. 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. 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

Annual Report

3. Significant Accounting Policies - continued

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 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 net asset value 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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), partnerships, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 63,585,282

Gross unrealized depreciation

(5,613,524)

Net unrealized appreciation (depreciation) on securities and other investments

$ 57,971,758

 

 

Tax Cost

$ 288,258,467

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain

$ 3,268,059

Undistributed ordinary income

$ 8,977,623

Capital loss carryforward

$ (26,999,061)

Net unrealized appreciation (depreciation)

$ 57,977,944

Capital loss carry forwards 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 2012 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration:

 

2016

$ (2,434,120)

2017

(15,708,944)

2019

(8,855,997)

Total capital loss carryforward

$ (26,999,061)

Due to large subscriptions in a prior period, $26,999,061 of capital losses that will be available to offset future capital gains of the Fund will be limited to approximately $4,535,766 per year.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 15,216,010

$ 1,867,192

Long-term

398,743

-

Total

$ 15,614,753

$ 1,867,192

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.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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.

Annual Report

Notes to Financial Statements - continued

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 risks:

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.

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

Annual Report

4. Derivative Instruments - continued

Futures Contracts - continued

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.

During the period the Fund recognized net realized gain (loss) of $(175,371) related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $291,344,236 and $292,758,849, 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 Total International Equity 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 .77% 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

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 19,245

$ 355

Class T

.25%

.25%

26,314

52

Class B

.75%

.25%

2,095

1,584

Class C

.75%

.25%

31,831

4,423

 

 

 

$ 79,485

$ 6,414

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares. For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 3,610

Class T

1,591

Class B*

630

Class C*

352

 

$ 6,183

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 22,457

.29

Class T

15,623

.29

Class B

627

.30

Class C

9,616

.30

Total International Equity

424,331

.13

Institutional Class

5,472

.26

 

$ 478,126

 

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 $625 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 $721 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

Annual Report

Notes to Financial Statements - continued

8. Security Lending - continued

receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $117,973. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

FMR contractually agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. This reimbursement will remain in place through December 31, 2014. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Class A

1.45%

$ 3,717

Class T

1.70%

2,651

Class B

2.20%

120

Class C

2.20%

1,829

Institutional Class

1.20%

308

 

 

$ 8,625

Commissions paid to certain brokers with whom FMR, or its affiliates, places trades include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $73,605 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $3,737.

Annual Report

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

$ 102,760

$ 48,329

Class T

49,034

9,062

Class B

1,541

714

Class C

28,314

4,731

Total International Equity

5,630,153

1,801,469

Institutional Class

33,750

2,887

Total

$ 5,845,552

$ 1,867,192

From net realized gain

 

 

Class A

$ 199,811

$ -

Class T

93,853

-

Class B

6,990

-

Class C

92,492

-

Total International Equity

9,320,186

-

Institutional Class

55,869

-

Total

$ 9,769,201

$ -

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

510,102

388,955

$ 3,880,513

$ 2,677,369

Reinvestment of distributions

41,103

7,157

293,886

46,237

Shares redeemed

(248,440)

(252,362)

(1,903,860)

(1,699,392)

Net increase (decrease)

302,765

143,750

$ 2,270,539

$ 1,024,214

Class T

 

 

 

 

Shares sold

807,518

207,939

$ 6,202,497

$ 1,463,372

Reinvestment of distributions

19,724

1,377

142,209

8,993

Shares redeemed

(195,438)

(38,757)

(1,518,035)

(259,817)

Net increase (decrease)

631,804

170,559

$ 4,826,671

$ 1,212,548

Class B

 

 

 

 

Shares sold

827

4,797

$ 6,304

$ 32,306

Reinvestment of distributions

1,165

108

8,437

705

Shares redeemed

(8,955)

(12,955)

(69,218)

(88,815)

Net increase (decrease)

(6,963)

(8,050)

$ (54,477)

$ (55,804)

Annual Report

Notes to Financial Statements - continued

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Class C

 

 

 

 

Shares sold

129,341

258,694

$ 986,204

$ 1,733,640

Reinvestment of distributions

12,546

710

90,328

4,622

Shares redeemed

(83,065)

(94,222)

(635,648)

(638,538)

Net increase (decrease)

58,822

165,182

$ 440,884

$ 1,099,724

Total International Equity

 

 

 

 

Shares sold

10,376,724

32,478,543

$ 77,880,274

$ 209,916,522

Reinvestment of distributions

2,062,441

266,160

14,746,450

1,719,395

Shares redeemed

(11,840,491)

(13,867,286)

(90,585,484)

(93,416,780)

Net increase (decrease)

598,674

18,877,417

$ 2,041,240

$ 118,219,137

Institutional Class

 

 

 

 

Shares sold

142,800

198,611

$ 1,078,337

$ 1,289,078

Reinvestment of distributions

12,587

448

89,619

2,887

Shares redeemed

(75,629)

(21,161)

(583,086)

(144,436)

Net increase (decrease)

79,758

177,898

$ 584,870

$ 1,147,529

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, a shareholder of record owned approximately 71% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Total International Equity Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Total International Equity Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 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 Total International Equity 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 11, 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.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 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 Total International Equity Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/09/13

12/06/13

$0.103

$0.181

Class T

12/09/13

12/06/13

$0.093

$0.181

Class B

12/09/13

12/06/13

$0.033

$0.181

Class C

12/09/13

12/06/13

$0.052

$0.181

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2013, $3,356,997, or, if subsequently determined to be different, the net capital gain of such year.

Class A, Class T, Class B, and Class C designates 2% of the dividends distributed in December 2012 as indicated in the Corporate Qualifying memo distributed by the Tax department, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A designates 41%, Class T designates 40%, Class B designates 50%, and Class C designates 47% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/10/2012

0.128

0.0114

Class T

12/10/2012

0.129

0.0114

Class B

12/10/2012

0.104

0.0114

Class C

12/10/2012

0.111

0.0114

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 Total International Equity Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Total International Equity Fund

ati2952307

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 Total International Equity Fund

ati2952309

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A and the retail class ranked below its competitive median for 2012 and the total expense ratio of each of Class T, Class B, 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.

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class B, Class C, Institutional Class, and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.45%, 1.70%, 2.20%, 2.20%, 1.20%, and 1.20% through December 31, 2013.

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.

Annual Report

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.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

Annual Report

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends 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 Investments (Japan) Limited

FIL Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank & Trust Company

Quincy, MA

(Fidelity Investment logo)(registered trademark)

ATIE-UANN-1213
1.853363.105

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Total International Equity

Fund - Institutional Class

Annual Report

October 31, 2013

(Fidelity Cover Art)

Institutional Class is
a class of Fidelity®
Total International Equity Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Life of
fund
A

  Institutional Class

19.40%

13.86%

-1.03%

A From November 1, 2007.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Total International Equity Fund - Institutional Class on November 1, 2007, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® ACWI® (All Country World Index) ex USA Index performed over the same period.

iei3174294

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 Jed Weiss, Co-Portfolio Manager of Fidelity Advisor® Total International Equity Fund: For the year, the fund's Institutional Class shares gained 19.40%, trailing the 20.42% advance the MSCI® ACWI® (All Country World Index) ex USA Index. On a relative basis, the fund was hurt the most by disappointing stock selection in Europe ex U.K. On the positive side, the fund's investments in U.S.-based companies proved helpful, as did a big underweighting in poor-performing Canada. On an individual basis, the biggest relative detractor was Japanese automaker Toyota Motor, a strong-performing benchmark component we mostly avoided. Instead, we opted to hold DENSO, a Japanese auto-parts supplier, and its relative contribution offset some of the negative impact from our Toyota underweighting. Several of the fund's notable detractors were emerging-markets stocks, including South Africa-based gold miner AngloGold Ashanti - which we sold in May - and China Food, an out-of-index bottler of Coca-Cola beverages in China, as well as a distributor of wine. On the positive side, Dutch semiconductor company ASML Holding, a dominant player in the market for lithography, was a strong relative contributor, as was Sands China, a Hong Kong-listed casino operator.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 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.

Annual Report

Shareholder Expense Example - continued

 

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

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,048.20

$ 7.49

HypotheticalA

 

$ 1,000.00

$ 1,017.90

$ 7.38

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,047.90

$ 8.78

HypotheticalA

 

$ 1,000.00

$ 1,016.64

$ 8.64

Class B

2.19%

 

 

 

Actual

 

$ 1,000.00

$ 1,044.00

$ 11.28

HypotheticalA

 

$ 1,000.00

$ 1,014.17

$ 11.12

Class C

2.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,045.50

$ 11.34

HypotheticalA

 

$ 1,000.00

$ 1,014.12

$ 11.17

Total International Equity

1.10%

 

 

 

Actual

 

$ 1,000.00

$ 1,050.70

$ 5.69

HypotheticalA

 

$ 1,000.00

$ 1,019.66

$ 5.60

Institutional Class

1.20%

 

 

 

Actual

 

$ 1,000.00

$ 1,050.90

$ 6.20

HypotheticalA

 

$ 1,000.00

$ 1,019.16

$ 6.11

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


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

iei3174296

United Kingdom 16.7%

 

iei3174298

Japan 14.4%

 

iei3174300

United States of America* 7.3%

 

iei3174302

France 7.1%

 

iei3174304

Switzerland 6.8%

 

iei3174306

Germany 5.2%

 

iei3174308

Australia 3.8%

 

iei3174310

India 3.0%

 

iei3174312

Korea (South) 2.7%

 

iei3174314

Other 33.0%

 

iei3174316

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities)

As of April 30, 2013

iei3174296

United Kingdom 17.0%

 

iei3174298

Japan 12.6%

 

iei3174300

United States of America* 7.8%

 

iei3174302

Switzerland 6.9%

 

iei3174304

Germany 4.6%

 

iei3174306

Australia 4.5%

 

iei3174308

France 4.3%

 

iei3174310

Taiwan 3.9%

 

iei3174312

India 3.1%

 

iei3174314

Other 35.3%

 

iei3174328

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities)

Asset Allocation as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

98.4

97.7

Short-Term Investments and Net Other Assets (Liabilities)

1.6

2.3

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)

1.6

1.9

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

1.5

1.3

Sanofi SA (France, Pharmaceuticals)

1.5

1.6

Anheuser-Busch InBev SA NV (Belgium, Beverages)

1.4

1.2

HSBC Holdings PLC sponsored ADR (United Kingdom, Commercial Banks)

1.3

1.4

Total SA (France, Oil, Gas & Consumable Fuels)

1.3

0.0

UBS AG (NY Shares) (Switzerland, Capital Markets)

1.3

1.0

DENSO Corp. (Japan, Auto Components)

1.2

1.1

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

1.2

1.2

Novartis AG (Switzerland, Pharmaceuticals)

1.1

1.1

 

13.4

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.3

22.5

Consumer Staples

13.8

14.8

Consumer Discretionary

13.2

11.9

Industrials

12.9

12.6

Health Care

9.3

9.3

Materials

6.3

7.6

Telecommunication Services

5.9

4.4

Information Technology

5.9

6.3

Energy

4.5

5.1

Utilities

2.3

3.2

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 97.6%

Shares

Value

Australia - 3.8%

Ansell Ltd.

31,550

$ 581,182

Australia & New Zealand Banking Group Ltd.

89,158

2,851,618

Coca-Cola Amatil Ltd.

85,155

1,038,247

CSL Ltd.

33,066

2,172,037

Imdex Ltd.

41,667

28,355

Ramsay Health Care Ltd.

2,307

84,602

RCG Corp. Ltd.

60,000

41,965

Sydney Airport unit

173,635

687,626

Telstra Corp. Ltd.

217,906

1,066,841

Transurban Group unit

170,303

1,142,829

Westfield Group unit

64,761

662,280

Westpac Banking Corp.

89,139

2,888,923

TOTAL AUSTRALIA

13,246,505

Austria - 0.5%

Andritz AG

24,961

1,537,626

Zumtobel AG

3,700

66,137

TOTAL AUSTRIA

1,603,763

Bailiwick of Guernsey - 0.0%

Resolution Ltd.

28,414

162,828

Bailiwick of Jersey - 0.6%

Informa PLC

157,001

1,408,460

Wolseley PLC

12,400

668,239

TOTAL BAILIWICK OF JERSEY

2,076,699

Belgium - 2.3%

Anheuser-Busch InBev SA NV

47,671

4,941,754

Gimv NV

1,919

97,186

KBC Ancora (a)

3,381

110,127

KBC Groupe SA

29,097

1,586,184

UCB SA

7,688

505,426

Umicore SA

17,794

848,855

TOTAL BELGIUM

8,089,532

Bermuda - 1.9%

China Foods Ltd.

1,106,000

502,144

Credicorp Ltd.

7,500

1,024,500

Dairy Farm International Holdings Ltd.

45,900

520,047

Hongkong Land Holdings Ltd.

87,000

535,920

Lazard Ltd. Class A

15,900

614,535

Li & Fung Ltd.

342,000

483,467

Common Stocks - continued

Shares

Value

Bermuda - continued

Shangri-La Asia Ltd.

414,000

$ 758,261

Texwinca Holdings Ltd.

806,000

824,401

Trinity Ltd.

930,000

347,865

Yue Yuen Industrial (Holdings) Ltd.

339,000

931,343

TOTAL BERMUDA

6,542,483

Brazil - 2.2%

Arezzo Industria e Comercio SA

2,500

37,385

Banco Bradesco SA

77,610

1,244,074

BM&F Bovespa SA

150,900

850,758

BTG Pactual Participations Ltd. unit

47,700

638,143

Companhia de Bebidas das Americas (AmBev)

300

11,175

Fleury SA

67,700

524,326

Hypermarcas SA

84,400

736,550

Iguatemi Empresa de Shopping Centers SA

50,500

580,473

Souza Cruz SA

61,400

664,102

Telefonica Brasil SA

28,500

561,553

Terna Participacoes SA unit

51,600

500,982

Tractebel Energia SA

46,900

797,648

Weg SA

48,000

623,516

TOTAL BRAZIL

7,770,685

British Virgin Islands - 0.0%

Gem Diamonds Ltd. (a)

18,923

48,394

Canada - 0.1%

Pason Systems, Inc.

6,400

133,015

ShawCor Ltd. Class A

1,500

63,056

TAG Oil Ltd. (a)(c)

9,800

39,852

TOTAL CANADA

235,923

Cayman Islands - 1.6%

Ginko International Co. Ltd.

20,000

381,179

Gourmet Master Co. Ltd.

96,000

639,239

Hengan International Group Co. Ltd.

50,000

612,344

Lifestyle International Holdings Ltd.

51,000

111,170

Sands China Ltd.

281,400

1,999,889

SITC International Holdings Co. Ltd.

1,087,000

459,868

Wynn Macau Ltd.

355,200

1,362,982

TOTAL CAYMAN ISLANDS

5,566,671

Chile - 1.5%

Cencosud SA

175,326

715,303

Common Stocks - continued

Shares

Value

Chile - continued

Compania Cervecerias Unidas SA sponsored ADR

35,855

$ 956,970

Embotelladora Andina SA sponsored ADR

18,000

615,600

Empresa Nacional de Telecomunicaciones SA (ENTEL)

46,696

718,603

Inversiones Aguas Metropolitanas SA

254,947

472,815

Parque Arauco SA

285,766

551,728

Quinenco SA

275,436

736,647

Quinenco SA rights 11/5/13 (a)

65,950

25,749

Sociedad Matriz SAAM SA

5,792,804

582,277

TOTAL CHILE

5,375,692

China - 0.7%

China Communications Services Corp. Ltd. (H Shares)

790,000

484,006

China Pacific Insurance Group Co. Ltd. (H Shares)

185,800

671,018

China Telecom Corp. Ltd. (H Shares)

1,202,000

627,871

Shandong Weigao Medical Polymer Co. Ltd. (H Shares)

536,000

503,299

TOTAL CHINA

2,286,194

Denmark - 0.9%

A.P. Moller - Maersk A/S Series B

81

783,716

Jyske Bank A/S (Reg.) (a)

1,654

93,370

Novo Nordisk A/S Series B sponsored ADR

14,000

2,333,380

Spar Nord Bank A/S (a)

11,331

101,073

TOTAL DENMARK

3,311,539

Finland - 1.0%

Nokia Corp. (a)

77,916

592,223

Nokian Tyres PLC

29,458

1,490,673

Sampo Oyj (A Shares)

26,099

1,236,359

Tikkurila Oyj

3,580

92,792

TOTAL FINLAND

3,412,047

France - 7.1%

Arkema SA

7,278

826,308

Atos Origin SA

10,134

865,193

BNP Paribas SA

33,579

2,486,582

Cap Gemini SA

11,002

723,744

Carrefour SA

26,773

980,751

Danone SA

18,480

1,370,482

GDF Suez

51,369

1,279,146

Havas SA

70,377

586,322

Kering SA

3,113

707,334

Laurent-Perrier Group SA

859

80,254

Remy Cointreau SA

6,481

639,553

Common Stocks - continued

Shares

Value

France - continued

Renault SA

10,870

$ 952,086

Safran SA

21,914

1,400,657

Saft Groupe SA

2,521

80,027

Sanofi SA

49,051

5,229,976

Schneider Electric SA

4,741

399,422

Total SA

74,087

4,545,458

Vetoquinol SA

1,500

59,714

Virbac SA

410

82,472

Vivendi SA

52,852

1,341,550

TOTAL FRANCE

24,637,031

Germany - 4.6%

Allianz SE

11,227

1,888,665

alstria office REIT-AG

2,900

36,768

BASF AG

23,711

2,466,996

Bayer AG

25,993

3,230,629

Bilfinger Berger AG

1,120

124,346

CompuGROUP Holding AG

4,546

118,478

CTS Eventim AG

4,483

218,820

Deutsche Bank AG

10,780

520,988

Deutsche Bank AG (NY Shares)

300

14,496

Deutsche Post AG

34,917

1,181,658

Fielmann AG

1,079

120,717

Fresenius SE & Co. KGaA

5,500

714,876

HeidelbergCement Finance AG

9,123

719,175

Linde AG

14,649

2,783,561

Siemens AG

10,138

1,295,558

Siemens AG sponsored ADR

4,769

610,480

TOTAL GERMANY

16,046,211

Greece - 0.0%

Titan Cement Co. SA (Reg.) (a)

3,444

93,989

Hong Kong - 1.4%

China Insurance International Holdings Co. Ltd. (a)

717,800

1,120,261

Dah Chong Hong Holdings Ltd.

630,000

534,683

Hang Lung Properties Ltd.

261,000

860,125

HKT Trust / HKT Ltd. unit

641,000

594,452

Hysan Development Co. Ltd.

140,000

654,585

Lenovo Group Ltd.

628,000

672,307

Wing Hang Bank Ltd.

37,562

534,385

TOTAL HONG KONG

4,970,798

Common Stocks - continued

Shares

Value

Hungary - 0.2%

Richter Gedeon PLC

38,800

$ 737,790

India - 3.0%

Bank of Baroda

49,621

517,677

Cipla Ltd.

86,552

580,347

Container Corp. of India Ltd.

44,711

549,201

Grasim Industries Ltd.

15,533

730,141

Housing Development Finance Corp. Ltd.

120,022

1,665,338

IDFC Ltd.

457,281

784,718

Infosys Ltd.

23,850

1,271,037

Jyothy Laboratories Ltd. (a)

32,119

96,580

Kotak Mahindra Bank Ltd.

54,534

665,879

Larsen & Toubro Ltd.

62,294

984,286

NTPC Ltd.

524,093

1,268,049

Prestige Estates Projects Ltd. (a)

272,850

633,377

Punjab National Bank

57,188

530,472

TOTAL INDIA

10,277,102

Indonesia - 0.5%

PT Bank Rakyat Indonesia Tbk

821,000

575,371

PT Semen Gresik (Persero) Tbk

438,500

558,212

PT Wijaya Karya Persero Tbk

3,288,500

560,114

TOTAL INDONESIA

1,693,697

Ireland - 0.7%

CRH PLC sponsored ADR

39,729

972,566

FBD Holdings PLC

5,372

115,972

James Hardie Industries PLC:

CDI

8,082

83,491

sponsored ADR

24,355

1,268,408

TOTAL IRELAND

2,440,437

Israel - 0.2%

Azrieli Group

14,096

453,311

Ituran Location & Control Ltd.

2,761

50,526

Strauss Group Ltd.

2,359

41,664

TOTAL ISRAEL

545,501

Italy - 0.5%

Azimut Holding SpA

8,114

206,124

Beni Stabili SpA SIIQ

145,810

100,175

Interpump Group SpA

53,591

596,658

Common Stocks - continued

Shares

Value

Italy - continued

Prada SpA

68,900

$ 671,848

Unione di Banche Italiane ScpA

44,737

309,782

TOTAL ITALY

1,884,587

Japan - 14.4%

AEON Financial Service Co. Ltd.

8,800

270,250

AEON Mall Co. Ltd.

36,130

1,026,127

Air Water, Inc.

29,500

421,681

Anicom Holdings, Inc. (a)

2,500

29,626

Aozora Bank Ltd.

243,000

706,409

ARNEST ONE Corp.

2,300

63,061

Artnature, Inc.

4,000

85,376

Asahi Co. Ltd.

4,000

67,805

Astellas Pharma, Inc.

11,700

652,233

Autobacs Seven Co. Ltd.

27,400

399,505

Azbil Corp.

4,200

101,197

Coca-Cola Central Japan Co. Ltd.

3,800

67,300

Cosmos Pharmaceutical Corp.

700

85,281

Daikin Industries Ltd.

9,300

535,061

Daikokutenbussan Co. Ltd.

5,000

150,040

DENSO Corp.

88,900

4,273,282

Dentsu, Inc.

14,400

544,064

East Japan Railway Co.

10,400

903,455

Fanuc Corp.

6,800

1,090,772

Fast Retailing Co. Ltd.

3,900

1,312,786

FCC Co. Ltd.

6,800

155,345

GCA Savvian Group Corp.

4,700

51,811

Glory Ltd.

2,000

49,594

Goldcrest Co. Ltd.

6,260

167,479

Hajime Construction Co. Ltd.

400

27,581

Harmonic Drive Systems, Inc.

3,000

64,584

Hoya Corp.

35,500

851,268

Isuzu Motors Ltd.

82,000

510,662

Itochu Corp.

66,200

795,999

Iwatsuka Confectionary Co. Ltd.

1,200

61,891

Japan Exchange Group, Inc.

15,600

362,671

Japan Tobacco, Inc.

66,500

2,406,215

JFE Holdings, Inc.

26,300

597,922

JTEKT Corp.

41,200

528,937

Kamigumi Co. Ltd.

6,000

52,190

Kansai Electric Power Co., Inc. (a)

40,900

517,672

KDDI Corp.

21,200

1,148,118

Common Stocks - continued

Shares

Value

Japan - continued

Keyence Corp.

5,921

$ 2,537,681

Kobayashi Pharmaceutical Co. Ltd.

1,600

89,586

Kyoto Kimono Yuzen Co. Ltd.

2,800

29,424

Lasertec Corp. (a)

5,500

56,820

Leopalace21 Corp. (a)

31,800

220,772

Meiko Network Japan Co. Ltd.

2,700

31,169

Miraial Co. Ltd.

2,400

38,930

Mitsubishi Electric Corp.

62,000

681,502

Mitsui Fudosan Co. Ltd.

59,000

1,954,428

MS&AD Insurance Group Holdings, Inc.

29,400

760,206

Nabtesco Corp.

3,000

73,223

Nagaileben Co. Ltd.

5,100

84,161

ND Software Co. Ltd.

2,000

35,876

Nihon M&A Center, Inc.

2,300

177,389

Nihon Parkerizing Co. Ltd.

7,000

136,745

Nippon Seiki Co. Ltd.

7,000

114,127

Nippon Telegraph & Telephone Corp.

18,600

966,834

Nomura Holdings, Inc.

44,400

327,984

NS Tool Co. Ltd.

1,900

32,362

Obic Co. Ltd.

3,800

119,330

Omron Corp.

14,600

557,154

ORIX Corp.

67,100

1,162,245

OSG Corp.

10,200

165,002

Santen Pharmaceutical Co. Ltd.

12,800

649,801

Seven & i Holdings Co., Ltd.

24,100

891,908

Seven Bank Ltd.

339,600

1,201,931

Shinsei Bank Ltd.

552,000

1,292,401

SHO-BOND Holdings Co. Ltd.

17,200

805,430

Shoei Co. Ltd.

5,900

55,432

SoftBank Corp.

39,800

2,972,221

Software Service, Inc.

1,000

37,598

Sumitomo Corp.

54,800

713,129

Sumitomo Mitsui Financial Group, Inc.

57,200

2,764,813

Sumitomo Mitsui Trust Holdings, Inc.

192,000

948,305

Techno Medica Co. Ltd.

1,800

39,199

The Nippon Synthetic Chemical Industry Co. Ltd.

11,000

106,054

Tocalo Co. Ltd.

2,800

45,843

Tokyo Tatemono Co. Ltd.

47,000

441,236

Toyota Motor Corp.

22,000

1,426,440

Tsutsumi Jewelry Co. Ltd.

2,000

48,731

Unicharm Corp.

11,400

732,210

USS Co. Ltd.

163,500

2,394,375

Common Stocks - continued

Shares

Value

Japan - continued

Workman Co. Ltd.

2,000

$ 78,379

Yamato Kogyo Co. Ltd.

25,500

945,137

TOTAL JAPAN

50,078,773

Korea (South) - 2.7%

Coway Co. Ltd.

2,497

142,581

E-Mart Co. Ltd.

5,451

1,304,607

Kiwoom Securities Co. Ltd.

13,501

707,311

Korea Electric Power Corp. (a)

32,950

879,523

Korea Plant Service & Engineering Co. Ltd.

18,239

924,598

KT Corp.

25,930

856,618

LG Corp.

17,494

1,033,538

LG Household & Health Care Ltd.

1,560

809,927

NICE Holdings Co. Ltd.

5,000

61,011

NICE Information Service Co. Ltd.

12,000

34,600

Samsung Fire & Marine Insurance Co. Ltd.

3,292

769,275

Shinhan Financial Group Co. Ltd.

30,630

1,334,912

TK Corp. (a)

27,242

553,167

TOTAL KOREA (SOUTH)

9,411,668

Luxembourg - 0.3%

Millicom International Cellular SA (depository receipt)

10,000

922,061

Malaysia - 0.4%

Axiata Group Bhd

104,300

227,005

Public Bank Bhd

71,500

414,526

YTL Corp. Bhd

1,298,600

678,818

TOTAL MALAYSIA

1,320,349

Mexico - 0.9%

Bolsa Mexicana de Valores S.A.B. de CV

221,300

527,500

Consorcio ARA S.A.B. de CV (a)

1,492,555

583,420

Fomento Economico Mexicano S.A.B. de CV sponsored ADR

12,233

1,141,339

Grupo Televisa SA de CV

162,300

991,420

TOTAL MEXICO

3,243,679

Netherlands - 2.0%

Aalberts Industries NV

7,600

227,429

AEGON NV

51,215

407,512

ASM International NV (depositary receipt)

1,950

64,389

ASML Holding NV

12,776

1,209,121

Heijmans NV (Certificaten Van Aandelen)

8,481

112,836

ING Groep NV (Certificaten Van Aandelen) (a)

148,405

1,885,890

Common Stocks - continued

Shares

Value

Netherlands - continued

Koninklijke Philips Electronics NV

38,309

$ 1,353,868

Royal DSM NV

11,256

852,629

Unilever NV (Certificaten Van Aandelen) (Bearer)

16,000

634,328

VastNed Retail NV

2,215

102,418

TOTAL NETHERLANDS

6,850,420

Nigeria - 0.1%

Guaranty Trust Bank PLC

3,130,003

498,672

Norway - 0.4%

Telenor ASA

56,208

1,350,189

Philippines - 0.4%

Jollibee Food Corp.

14,560

59,770

Security Bank Corp.

165,970

533,838

SM Investments Corp.

32,910

651,879

TOTAL PHILIPPINES

1,245,487

Poland - 0.2%

Warsaw Stock Exchange

49,938

723,046

Portugal - 0.5%

Jeronimo Martins SGPS SA

98,869

1,826,998

Russia - 0.1%

Moscow Exchange MICEX-RTS OAO

184,700

352,747

Singapore - 0.8%

Ezion Holdings Ltd.

269,000

485,075

Singapore Telecommunications Ltd.

394,000

1,198,937

United Overseas Bank Ltd.

58,746

985,563

TOTAL SINGAPORE

2,669,575

South Africa - 2.3%

African Bank Investments Ltd.

410,106

694,489

Bidvest Group Ltd.

31,600

842,698

Clicks Group Ltd.

118,211

736,556

Nampak Ltd.

25,130

83,110

Naspers Ltd. Class N

9,700

907,314

Remgro Ltd.

31,700

645,447

Sasol Ltd.

18,500

945,310

Shoprite Holdings Ltd.

48,300

884,327

Standard Bank Group Ltd.

83,671

1,062,854

Tiger Brands Ltd.

35,300

1,034,447

TOTAL SOUTH AFRICA

7,836,552

Common Stocks - continued

Shares

Value

Spain - 1.9%

Amadeus IT Holding SA Class A

17,157

$ 637,116

Banco Bilbao Vizcaya Argentaria SA sponsored ADR

169,876

1,984,152

Grifols SA

1,546

63,403

Inditex SA

12,680

2,083,169

International Consolidated Airlines Group SA CDI (a)

86,600

483,075

Prosegur Compania de Seguridad SA (Reg.)

74,476

442,905

Repsol YPF SA

33,855

909,220

TOTAL SPAIN

6,603,040

Sweden - 2.7%

ASSA ABLOY AB (B Shares)

30,400

1,509,198

Atlas Copco AB (A Shares)

51,459

1,427,817

Fagerhult AB

13,985

429,474

H&M Hennes & Mauritz AB (B Shares)

40,086

1,732,098

Intrum Justitia AB

25,963

691,139

SKF AB (B Shares)

32,800

869,092

Svenska Cellulosa AB (SCA) (B Shares)

24,176

686,474

Svenska Handelsbanken AB (A Shares)

42,293

1,916,224

Swedish Match Co. AB

3,900

128,675

TOTAL SWEDEN

9,390,191

Switzerland - 6.8%

Credit Suisse Group

16,189

503,607

Nestle SA

78,360

5,656,343

Novartis AG

47,854

3,714,551

Roche Holding AG (participation certificate)

18,964

5,250,187

Schindler Holding AG:

(participation certificate)

5,270

747,505

(Reg.)

2,001

284,487

Swatch Group AG (Bearer)

960

614,184

Swiss Re Ltd.

16,910

1,485,344

Syngenta AG (Switzerland)

2,230

900,065

UBS AG (NY Shares)

225,197

4,359,814

Zehnder Group AG

1,363

64,218

TOTAL SWITZERLAND

23,580,305

Taiwan - 1.7%

Chroma ATE, Inc.

325,116

691,431

CTCI Corp.

353,000

616,416

E.SUN Financial Holdings Co. Ltd.

1,122,485

749,340

King Slide Works Co. Ltd.

48,000

423,985

Standard Foods Corp.

18,550

56,718

Taiwan Semiconductor Manufacturing Co. Ltd.

536,035

1,971,867

Common Stocks - continued

Shares

Value

Taiwan - continued

Unified-President Enterprises Corp.

540,988

$ 1,029,228

Wowprime Corp.

31,200

516,202

TOTAL TAIWAN

6,055,187

Turkey - 1.3%

Albaraka Turk Katilim Bankasi A/S (a)

113,907

101,568

Anadolu Efes Biracilik Ve Malt Sanayii A/S

57,000

728,115

Coca-Cola Icecek A/S

35,589

1,020,649

Enka Insaat ve Sanayi A/S

254,062

743,255

Tupras Turkiye Petrol Rafinelleri A/S

22,313

506,339

Turkiye Garanti Bankasi A/S

313,143

1,261,200

TOTAL TURKEY

4,361,126

United Kingdom - 16.7%

Babcock International Group PLC

49,400

1,009,902

Barclays PLC

467,229

1,965,850

Barclays PLC sponsored ADR

48,333

812,478

Bellway PLC

5,928

142,955

Berendsen PLC

7,328

114,031

BG Group PLC

103,727

2,118,033

BHP Billiton PLC

68,221

2,105,198

BHP Billiton PLC ADR

15,600

961,584

British American Tobacco PLC (United Kingdom)

15,840

873,929

Britvic PLC

9,817

98,379

BT Group PLC

124,647

754,193

Bunzl PLC

39,057

862,332

Compass Group PLC

65,914

948,008

Dechra Pharmaceuticals PLC

9,000

99,571

Derwent London PLC

2,000

80,298

Elementis PLC

32,808

136,298

Fenner PLC

8,953

57,421

GlaxoSmithKline PLC sponsored ADR

53,397

2,810,284

Great Portland Estates PLC

17,772

163,280

Hilton Food Group PLC

4,200

28,823

HSBC Holdings PLC sponsored ADR

84,258

4,637,560

Imperial Tobacco Group PLC

35,990

1,343,981

InterContinental Hotel Group PLC ADR

54,247

1,592,149

ITV PLC

304,819

933,018

Johnson Matthey PLC

29,077

1,400,527

Kingfisher PLC

152,227

921,405

Legal & General Group PLC

392,124

1,359,947

Meggitt PLC

14,735

135,259

Common Stocks - continued

Shares

Value

United Kingdom - continued

National Grid PLC

122,891

$ 1,544,342

Next PLC

7,800

680,980

Persimmon PLC

4,537

92,024

Prudential PLC

176,390

3,607,310

Reckitt Benckiser Group PLC

26,051

2,025,018

Reed Elsevier PLC

74,513

1,044,204

Rexam PLC

86,188

717,917

Rolls-Royce Group PLC

127,052

2,342,725

Rotork PLC

22,403

1,028,417

Royal Dutch Shell PLC Class A sponsored ADR

50,889

3,392,261

SABMiller PLC

45,563

2,377,233

Serco Group PLC

101,845

909,571

Shaftesbury PLC

49,537

471,800

Spectris PLC

5,170

191,655

Spirax-Sarco Engineering PLC

4,807

224,906

Standard Chartered PLC (United Kingdom)

76,604

1,841,789

Taylor Wimpey PLC

270,787

478,466

Ted Baker PLC

2,575

70,478

Tesco PLC

211,773

1,236,666

Tullow Oil PLC

35,500

536,478

Ultra Electronics Holdings PLC

5,001

155,080

Unite Group PLC

76,402

485,112

Vodafone Group PLC sponsored ADR

114,232

4,206,022

TOTAL UNITED KINGDOM

58,127,147

United States of America - 5.7%

AbbVie, Inc.

15,329

742,690

ANSYS, Inc. (a)

400

34,980

Autoliv, Inc.

17,254

1,539,574

Berkshire Hathaway, Inc. Class B (a)

4,316

496,685

BorgWarner, Inc.

13,097

1,350,694

BPZ Energy, Inc. (a)

15,547

31,249

Broadridge Financial Solutions, Inc.

1,140

40,082

Cabot Corp.

7,508

349,948

Cummins, Inc.

6,191

786,381

Dril-Quip, Inc. (a)

1,070

125,639

Evercore Partners, Inc. Class A

2,160

109,015

FMC Technologies, Inc. (a)

10,803

546,092

Google, Inc. Class A (a)

600

618,348

Greenhill & Co., Inc.

1,420

72,846

Kansas City Southern

517

62,826

Kennedy-Wilson Holdings, Inc.

5,183

103,867

Common Stocks - continued

Shares

Value

United States of America - continued

KLA-Tencor Corp.

8,500

$ 557,600

Martin Marietta Materials, Inc.

7,780

763,140

MasterCard, Inc. Class A

2,409

1,727,494

Mead Johnson Nutrition Co. Class A

16,700

1,363,722

Mohawk Industries, Inc. (a)

6,035

799,155

National Oilwell Varco, Inc.

9,546

774,944

Oceaneering International, Inc.

1,250

107,350

Philip Morris International, Inc.

10,000

891,200

PriceSmart, Inc.

8,085

919,992

ResMed, Inc.

15,420

797,831

Sohu.com, Inc. (a)

5,600

374,976

Solera Holdings, Inc.

12,873

723,720

SS&C Technologies Holdings, Inc. (a)

19,854

780,262

Union Pacific Corp.

3,900

590,460

Visa, Inc. Class A

8,601

1,691,559

TOTAL UNITED STATES OF AMERICA

19,874,321

TOTAL COMMON STOCKS

(Cost $279,749,091)


339,377,631

Nonconvertible Preferred Stocks - 0.8%

 

 

 

 

Brazil - 0.2%

Banco ABC Brasil SA

5,994

36,897

Klabin SA (PN) (non-vtg.)

124,100

659,222

TOTAL BRAZIL

696,119

Germany - 0.6%

Sartorius AG (non-vtg.)

800

84,398

Volkswagen AG

7,390

1,878,322

TOTAL GERMANY

1,962,720

United Kingdom - 0.0%

Rolls-Royce Group PLC Series C

8,544,272

13,700

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $2,154,229)


2,672,539

Money Market Funds - 1.2%

Shares

Value

Fidelity Cash Central Fund, 0.09% (b)
(Cost $4,180,055)

4,180,055

$ 4,180,055

TOTAL INVESTMENT PORTFOLIO - 99.6%

(Cost $286,083,375)

346,230,225

NET OTHER ASSETS (LIABILITIES) - 0.4%

1,255,209

NET ASSETS - 100%

$ 347,485,434

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) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 7,651

Fidelity Securities Lending Cash Central Fund

117,973

Total

$ 125,624

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 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

$ 45,862,668

$ 34,330,500

$ 11,441,526

$ 90,642

Consumer Staples

47,931,001

31,254,840

16,676,161

-

Energy

15,259,371

9,768,603

5,490,768

-

Financials

85,212,436

60,767,201

24,445,235

-

Health Care

32,901,496

22,458,101

10,443,395

-

Industrials

44,536,699

35,172,801

9,363,898

-

Information Technology

19,752,010

11,654,503

8,097,507

-

Materials

22,658,420

16,715,477

5,942,943

-

Telecommunication Services

19,997,074

12,671,219

7,325,855

-

Utilities

7,938,995

4,997,458

2,941,537

-

Money Market Funds

4,180,055

4,180,055

-

-

Total Investments in Securities:

$ 346,230,225

$ 243,970,758

$ 102,168,825

$ 90,642

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

$ 27,446,870

Level 2 to Level 1

$ 0

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

October 31, 2013

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $281,903,320)

$ 342,050,170

 

Fidelity Central Funds (cost $4,180,055)

4,180,055

 

Total Investments (cost $286,083,375)

 

$ 346,230,225

Cash

 

98,120

Foreign currency held at value (cost $48,734)

48,356

Receivable for investments sold

5,463,171

Receivable for fund shares sold

129,490

Dividends receivable

652,586

Distributions receivable from Fidelity Central Funds

461

Prepaid expenses

1,143

Receivable from investment adviser for expense reductions

1,873

Other receivables

19,410

Total assets

352,644,835

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 4,152,032

Delayed delivery

3,376

Payable for fund shares redeemed

510,377

Accrued management fee

211,644

Distribution and service plan fees payable

8,092

Other affiliated payables

52,427

Other payables and accrued expenses

221,453

Total liabilities

5,159,401

 

 

 

Net Assets

$ 347,485,434

Net Assets consist of:

 

Paid in capital

$ 304,386,459

Undistributed net investment income

4,647,078

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(21,575,548)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

60,027,445

Net Assets

$ 347,485,434

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

  

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($9,033,736 ÷ 1,091,791 shares)

$ 8.27

 

 

 

Maximum offering price per share (100/94.25 of $8.27)

$ 8.77

Class T:
Net Asset Value
and redemption price per share ($7,908,968 ÷ 950,538 shares)

$ 8.32

 

 

 

Maximum offering price per share (100/96.50 of $8.32)

$ 8.62

Class B:
Net Asset Value
and offering price per share ($191,605 ÷ 23,044 shares)A

$ 8.31

 

 

 

Class C:
Net Asset Value
and offering price per share ($3,584,459 ÷ 433,098 shares)A

$ 8.28

 

 

 

Total International Equity:
Net Asset Value
, offering price and redemption price per share ($324,394,605 ÷ 39,121,493 shares)

$ 8.29

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($2,372,061 ÷ 287,233 shares)

$ 8.26

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

  

Year ended October 31, 2013

 

  

  

Investment Income

  

  

Dividends

 

$ 9,425,071

Interest

 

291

Income from Fidelity Central Funds

 

125,624

Income before foreign taxes withheld

 

9,550,986

Less foreign taxes withheld

 

(700,335)

Total income

 

8,850,651

 

 

 

Expenses

Management fee
Basic fee

$ 2,364,132

Performance adjustment

228,686

Transfer agent fees

478,126

Distribution and service plan fees

79,485

Accounting and security lending fees

174,309

Custodian fees and expenses

273,120

Independent trustees' compensation

1,910

Registration fees

73,943

Audit

93,320

Legal

893

Miscellaneous

2,714

Total expenses before reductions

3,770,638

Expense reductions

(85,967)

3,684,671

Net investment income (loss)

5,165,980

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

8,824,925

Foreign currency transactions

(119,832)

Futures contracts

(175,371)

Total net realized gain (loss)

 

8,529,722

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $90,453)

44,707,928

Assets and liabilities in foreign currencies

18,535

Total change in net unrealized appreciation (depreciation)

 

44,726,463

Net gain (loss)

53,256,185

Net increase (decrease) in net assets resulting from operations

$ 58,422,165

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)

$ 5,165,980

$ 5,615,371

Net realized gain (loss)

8,529,722

9,140,393

Change in net unrealized appreciation (depreciation)

44,726,463

20,537,189

Net increase (decrease) in net assets resulting
from operations

58,422,165

35,292,953

Distributions to shareholders from net investment income

(5,845,552)

(1,867,192)

Distributions to shareholders from net realized gain

(9,769,201)

-

Total distributions

(15,614,753)

(1,867,192)

Share transactions - net increase (decrease)

10,109,727

122,647,348

Redemption fees

2,498

3,128

Total increase (decrease) in net assets

52,919,637

156,076,237

 

 

 

Net Assets

Beginning of period

294,565,797

138,489,560

End of period (including undistributed net investment income of $4,647,078 and undistributed net investment income of $5,300,982, respectively)

$ 347,485,434

$ 294,565,797

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.31

$ 6.67

$ 7.36

$ 6.40

$ 4.90

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .09

  .13

  .11

  .08

  .06

Net realized and unrealized gain (loss)

  1.24

  .59

  (.69)

  .95

  1.55

Total from investment operations

  1.33

  .72

  (.58)

  1.03

  1.61

Distributions from net investment income

  (.13)

  (.08)

  (.09)

  (.04)

  (.11)

Distributions from net realized gain

  (.25)

  -

  (.02)

  (.03)

  -

Total distributions

  (.37) H

  (.08)

  (.11)

  (.07)

  (.11)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.27

$ 7.31

$ 6.67

$ 7.36

$ 6.40

Total Return A, B

  19.00%

  10.88%

  (8.03)%

  16.17%

  33.87%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.50%

  1.57%

  1.73%

  2.02%

  2.09%

Expenses net of fee waivers, if any

  1.45%

  1.45%

  1.45%

  1.50%

  1.50%

Expenses net of all reductions

  1.43%

  1.42%

  1.42%

  1.47%

  1.47%

Net investment income (loss)

  1.21%

  1.88%

  1.44%

  1.15%

  1.13%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 9,034

$ 5,767

$ 4,307

$ 5,029

$ 3,727

Portfolio turnover rate E

  89%

  110%

  75%

  67%

  98%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.37 per share is comprised of distributions from net investment income of $.126 and distributions from net realized gain of $.245 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.37

$ 6.73

$ 7.41

$ 6.40

$ 4.88

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .07

  .11

  .09

  .06

  .04

Net realized and unrealized gain (loss)

  1.25

  .59

  (.68)

  .95

  1.57

Total from investment operations

  1.32

  .70

  (.59)

  1.01

  1.61

Distributions from net investment income

  (.13)

  (.06)

  (.07)

  -

  (.09)

Distributions from net realized gain

  (.25)

  -

  (.02)

  -

  -

Total distributions

  (.37) H

  (.06)

  (.09)

  -

  (.09)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.32

$ 7.37

$ 6.73

$ 7.41

$ 6.40

Total Return A, B

  18.73%

  10.52%

  (8.08)%

  15.78%

  33.74%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.75%

  1.84%

  2.02%

  2.31%

  2.34%

Expenses net of fee waivers, if any

  1.70%

  1.70%

  1.70%

  1.75%

  1.75%

Expenses net of all reductions

  1.67%

  1.67%

  1.67%

  1.72%

  1.72%

Net investment income (loss)

  .96%

  1.63%

  1.19%

  .90%

  .88%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 7,909

$ 2,348

$ 997

$ 1,004

$ 1,526

Portfolio turnover rate E

  89%

  110%

  75%

  67%

  98%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.37 per share is comprised of distributions from net investment income of $.128 and distributions from net realized gain of $.245 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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.33

$ 6.68

$ 7.37

$ 6.39

$ 4.86

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .04

  .08

  .05

  .03

  .02

Net realized and unrealized gain (loss)

  1.24

  .59

  (.68)

  .95

  1.56

Total from investment operations

  1.28

  .67

  (.63)

  .98

  1.58

Distributions from net investment income

  (.05)

  (.02)

  (.04)

  -

  (.05)

Distributions from net realized gain

  (.25)

  -

  (.02)

  -

  -

Total distributions

  (.30)

  (.02)

  (.06)

  -

  (.05)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.31

$ 7.33

$ 6.68

$ 7.37

$ 6.39

Total Return A, B

  18.05%

  10.05%

  (8.66)%

  15.34%

  32.95%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.26%

  2.34%

  2.51%

  2.81%

  2.82%

Expenses net of fee waivers, if any

  2.20%

  2.20%

  2.20%

  2.25%

  2.25%

Expenses net of all reductions

  2.18%

  2.17%

  2.17%

  2.22%

  2.22%

Net investment income (loss)

  .46%

  1.13%

  .69%

  .40%

  .38%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 192

$ 220

$ 254

$ 327

$ 1,337

Portfolio turnover rate E

  89%

  110%

  75%

  67%

  98%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.31

$ 6.67

$ 7.36

$ 6.39

$ 4.86

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .04

  .08

  .05

  .03

  .02

Net realized and unrealized gain (loss)

  1.25

  .58

  (.69)

  .94

  1.56

Total from investment operations

  1.29

  .66

  (.64)

  .97

  1.58

Distributions from net investment income

  (.08)

  (.02)

  (.03)

  -

  (.05)

Distributions from net realized gain

  (.25)

  -

  (.02)

  -

  -

Total distributions

  (.32) H

  (.02)

  (.05)

  -

  (.05)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.28

$ 7.31

$ 6.67

$ 7.36

$ 6.39

Total Return A, B

  18.30%

  9.98%

  (8.72)%

  15.18%

  33.10%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.26%

  2.31%

  2.51%

  2.80%

  2.85%

Expenses net of fee waivers, if any

  2.20%

  2.20%

  2.20%

  2.25%

  2.25%

Expenses net of all reductions

  2.18%

  2.17%

  2.17%

  2.22%

  2.22%

Net investment income (loss)

  .46%

  1.13%

  .69%

  .40%

  .38%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,584

$ 2,737

$ 1,396

$ 1,423

$ 1,714

Portfolio turnover rate E

  89%

  110%

  75%

  67%

  98%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.32 per share is comprised of distributions from net investment income of $.075 and distributions from net realized gain of $.245 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Total International Equity

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.32

$ 6.69

$ 7.37

$ 6.41

$ 4.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .12

  .15

  .12

  .09

  .07

Net realized and unrealized gain (loss)

  1.24

  .58

  (.68)

  .96

  1.55

Total from investment operations

  1.36

  .73

  (.56)

  1.05

  1.62

Distributions from net investment income

  (.15)

  (.10)

  (.10)

  (.06)

  (.12)

Distributions from net realized gain

  (.25)

  -

  (.02)

  (.03)

  -

Total distributions

  (.39) G

  (.10)

  (.12)

  (.09)

  (.12)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.29

$ 7.32

$ 6.69

$ 7.37

$ 6.41

Total Return A

  19.48%

  11.03%

  (7.70)%

  16.45%

  34.23%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.09%

  1.16%

  1.42%

  1.79%

  1.87%

Expenses net of fee waivers, if any

  1.09%

  1.16%

  1.20%

  1.25%

  1.25%

Expenses net of all reductions

  1.07%

  1.13%

  1.17%

  1.22%

  1.22%

Net investment income (loss)

  1.57%

  2.16%

  1.69%

  1.40%

  1.38%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 324,395

$ 281,979

$ 131,338

$ 60,826

$ 33,061

Portfolio turnover rate D

  89%

  110%

  75%

  67%

  98%

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 $.39 per share is comprised of distributions from net investment income of $.148 and distributions from net realized gain of $.245 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 7.30

$ 6.67

$ 7.35

$ 6.41

$ 4.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .14

  .12

  .10

  .07

Net realized and unrealized gain (loss)

  1.24

  .59

  (.68)

  .95

  1.55

Total from investment operations

  1.35

  .73

  (.56)

  1.05

  1.62

Distributions from net investment income

  (.15)

  (.10)

  (.10)

  (.08)

  (.12)

Distributions from net realized gain

  (.25)

  -

  (.02)

  (.03)

  -

Total distributions

  (.39) G

  (.10)

  (.12)

  (.11)

  (.12)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 8.26

$ 7.30

$ 6.67

$ 7.35

$ 6.41

Total Return A

  19.40%

  11.06%

  (7.72)%

  16.48%

  34.23%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.21%

  1.27%

  1.48%

  1.82%

  1.80%

Expenses net of fee waivers, if any

  1.20%

  1.20%

  1.20%

  1.25%

  1.25%

Expenses net of all reductions

  1.18%

  1.17%

  1.17%

  1.23%

  1.22%

Net investment income (loss)

  1.46%

  2.13%

  1.69%

  1.40%

  1.38%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,372

$ 1,514

$ 197

$ 28

$ 1,308

Portfolio turnover rate D

  89%

  110%

  75%

  67%

  98%

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 $.39 per share is comprised of distributions from net investment income of $.148 and distributions from net realized gain of $.245 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity Total International Equity Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Total International Equity and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. 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. 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 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 net asset value 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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), partnerships, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 63,585,282

Gross unrealized depreciation

(5,613,524)

Net unrealized appreciation (depreciation) on securities and other investments

$ 57,971,758

 

 

Tax Cost

$ 288,258,467

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain

$ 3,268,059

Undistributed ordinary income

$ 8,977,623

Capital loss carryforward

$ (26,999,061)

Net unrealized appreciation (depreciation)

$ 57,977,944

Capital loss carry forwards 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 2012 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration:

 

2016

$ (2,434,120)

2017

(15,708,944)

2019

(8,855,997)

Total capital loss carryforward

$ (26,999,061)

Due to large subscriptions in a prior period, $26,999,061 of capital losses that will be available to offset future capital gains of the Fund will be limited to approximately $4,535,766 per year.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 15,216,010

$ 1,867,192

Long-term

398,743

-

Total

$ 15,614,753

$ 1,867,192

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.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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.

Annual Report

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 risks:

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.

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

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

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.

During the period the Fund recognized net realized gain (loss) of $(175,371) related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $291,344,236 and $292,758,849, 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 Total International Equity 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 .77% 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

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 19,245

$ 355

Class T

.25%

.25%

26,314

52

Class B

.75%

.25%

2,095

1,584

Class C

.75%

.25%

31,831

4,423

 

 

 

$ 79,485

$ 6,414

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares. For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 3,610

Class T

1,591

Class B*

630

Class C*

352

 

$ 6,183

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets
*

Class A

$ 22,457

.29

Class T

15,623

.29

Class B

627

.30

Class C

9,616

.30

Total International Equity

424,331

.13

Institutional Class

5,472

.26

 

$ 478,126

 

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 $625 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 $721 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

Annual Report

8. Security Lending - continued

receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $117,973. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

FMR contractually agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. This reimbursement will remain in place through December 31, 2014. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Class A

1.45%

$ 3,717

Class T

1.70%

2,651

Class B

2.20%

120

Class C

2.20%

1,829

Institutional Class

1.20%

308

 

 

$ 8,625

Commissions paid to certain brokers with whom FMR, or its affiliates, places trades include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $73,605 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $3,737.

Annual Report

Notes to Financial Statements - continued

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

$ 102,760

$ 48,329

Class T

49,034

9,062

Class B

1,541

714

Class C

28,314

4,731

Total International Equity

5,630,153

1,801,469

Institutional Class

33,750

2,887

Total

$ 5,845,552

$ 1,867,192

From net realized gain

 

 

Class A

$ 199,811

$ -

Class T

93,853

-

Class B

6,990

-

Class C

92,492

-

Total International Equity

9,320,186

-

Institutional Class

55,869

-

Total

$ 9,769,201

$ -

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

510,102

388,955

$ 3,880,513

$ 2,677,369

Reinvestment of distributions

41,103

7,157

293,886

46,237

Shares redeemed

(248,440)

(252,362)

(1,903,860)

(1,699,392)

Net increase (decrease)

302,765

143,750

$ 2,270,539

$ 1,024,214

Class T

 

 

 

 

Shares sold

807,518

207,939

$ 6,202,497

$ 1,463,372

Reinvestment of distributions

19,724

1,377

142,209

8,993

Shares redeemed

(195,438)

(38,757)

(1,518,035)

(259,817)

Net increase (decrease)

631,804

170,559

$ 4,826,671

$ 1,212,548

Class B

 

 

 

 

Shares sold

827

4,797

$ 6,304

$ 32,306

Reinvestment of distributions

1,165

108

8,437

705

Shares redeemed

(8,955)

(12,955)

(69,218)

(88,815)

Net increase (decrease)

(6,963)

(8,050)

$ (54,477)

$ (55,804)

Annual Report

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Class C

 

 

 

 

Shares sold

129,341

258,694

$ 986,204

$ 1,733,640

Reinvestment of distributions

12,546

710

90,328

4,622

Shares redeemed

(83,065)

(94,222)

(635,648)

(638,538)

Net increase (decrease)

58,822

165,182

$ 440,884

$ 1,099,724

Total International Equity

 

 

 

 

Shares sold

10,376,724

32,478,543

$ 77,880,274

$ 209,916,522

Reinvestment of distributions

2,062,441

266,160

14,746,450

1,719,395

Shares redeemed

(11,840,491)

(13,867,286)

(90,585,484)

(93,416,780)

Net increase (decrease)

598,674

18,877,417

$ 2,041,240

$ 118,219,137

Institutional Class

 

 

 

 

Shares sold

142,800

198,611

$ 1,078,337

$ 1,289,078

Reinvestment of distributions

12,587

448

89,619

2,887

Shares redeemed

(75,629)

(21,161)

(583,086)

(144,436)

Net increase (decrease)

79,758

177,898

$ 584,870

$ 1,147,529

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, a shareholder of record owned approximately 71% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Total International Equity Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Total International Equity Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 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 Total International Equity 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 11, 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.

Annual Report

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 1-877-208-0098.

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

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 Total International Equity Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/09/13

12/06/13

$0.117

$0.181

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2013, $3,356,997, or, if subsequently determined to be different, the net capital gain of such year.

Institutional Class designates 1% of the dividends distributed in December 2012 as indicated in the Corporate Qualifying memo distributed by the Tax department, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class designates 38% of the dividends distributed in December during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/10/2012

0.136

0.0114

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 Total International Equity Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, 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.

Annual Report

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 Total International Equity Fund

iei3174330

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 Total International Equity Fund

iei3174332

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.

Annual Report

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A and the retail class ranked below its competitive median for 2012 and the total expense ratio of each of Class T, Class B, 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.

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class B, Class C, Institutional Class, and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.45%, 1.70%, 2.20%, 2.20%, 1.20%, and 1.20% through December 31, 2013.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, 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.

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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends 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 Investments (Japan) Limited

FIL Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank & Trust Company

Quincy, MA

(Fidelity Investment logo)(registered trademark)

ATIEI-UANN-1213
1.853356.105

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

International Growth

Fund - Class Z

Annual Report

October 31, 2013

(Fidelity Cover Art)

Class Z is
a class of Fidelity®
International Growth Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Life of
fund
A

  Class Z B

22.66%

15.88%

2.29%

A From November 1, 2007.

B The initial offering of Class Z shares took place on August 13, 2013. Returns prior to August 13, 2013, are those of Institutional Class.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Growth Fund - Class Z on November 1, 2007, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Growth Index performed over the same period. See footnote B above for additional information regarding the performance of Class Z.

gfz170789

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 Jed Weiss, Portfolio Manager of Fidelity Advisor® International Growth Fund: For the year, the fund's Class Z shares trailed the 26.07% advance of the MSCI® EAFE® Growth Index. (For specific class-level results, please refer to the performance section of this report). Versus the index, picks in emerging markets were a big detractor. A combination of underweighting Europe and disappointing security selection there also hurt, even as Dutch semiconductor equipment company ASML Holding made an outsized individual contribution. Stock picking in Canada detracted, with out-of-index mining companies Goldcorp and Agnico Eagle Mines suffering from falling gold prices. I ultimately sold both stocks. A moderate cash position curbed performance in an up market. On the positive side, stock picking in Hong Kong was helpful - especially positions in casino gaming companies Sands China and Wynn Macau - as was underweighting poor-performing Australia. Another contributor was the fund's out-of-benchmark holdings in companies headquartered in the U.S. but doing all or most of their business abroad. In strong-performing Japan, the impact was mixed, with a detrimental underweighting but favorable stock picking. In this market, the fund's biggest individual detractor was automaker Toyota Motor. Instead of owning this outperforming benchmark component, we held DENSO, a parts supplier whose largest customer is Toyota and whose strong performance tempered the latter's negative relative impact.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2013 to October 31, 2013) for Class A, Class T, Class B, Class C, International Growth and Institutional Class and for the period (August 13, 2013 to October 31, 2013) for Class Z. The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year 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.

Annual Report

Shareholder Expense Example - continued

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Annualized
Expense Ratio
B

Beginning
Account Value

Ending
Account Value
October 31, 2013

Expenses Paid
During Period

Class A

1.44%

 

 

 

Actual

 

$ 1,000.00

$ 1,067.30

$ 7.50 C

Hypothetical A

 

$ 1,000.00

$ 1,017.95

$ 7.32 D

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,066.50

$ 8.85 C

Hypothetical A

 

$ 1,000.00

$ 1,016.64

$ 8.64 D

Class B

2.18%

 

 

 

Actual

 

$ 1,000.00

$ 1,063.40

$ 11.34 C

Hypothetical A

 

$ 1,000.00

$ 1,014.22

$ 11.07 D

Class C

2.18%

 

 

 

Actual

 

$ 1,000.00

$ 1,063.70

$ 11.34 C

Hypothetical A

 

$ 1,000.00

$ 1,014.22

$ 11.07 D

International Growth

1.11%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.00

$ 5.79 C

Hypothetical A

 

$ 1,000.00

$ 1,019.61

$ 5.65 D

Institutional Class

1.11%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.00

$ 5.79 C

Hypothetical A

 

$ 1,000.00

$ 1,019.61

$ 5.65 D

Class Z

.94%

 

 

 

Actual

 

$ 1,000.00

$ 1,056.50

$ 2.12 C

Hypothetical A

 

$ 1,000.00

$ 1,020.47

$ 4.79 D

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

C Actual 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) for Class A, Class T, Class B, Class C, International Growth and Institutional Class and multiplied by 80/365 (to reflect the period August 13, 2013 to October 31, 2013) for Class Z. The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report

D Hypothetical 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). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

gfz170791

United Kingdom 17.6%

 

gfz170793

Japan 16.6%

 

gfz170795

United States of America* 14.9%

 

gfz170797

Switzerland 12.4%

 

gfz170799

Sweden 5.7%

 

gfz170801

Belgium 4.8%

 

gfz170803

Germany 4.4%

 

gfz170805

Australia 3.2%

 

gfz170807

France 3.2%

 

gfz170809

Other 17.2%

 

gfz170811

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities).

As of April 30, 2013

gfz170791

United Kingdom 18.3%

 

gfz170793

United States of America* 16.4%

 

gfz170795

Japan 12.5%

 

gfz170797

Switzerland 10.7%

 

gfz170799

Sweden 5.4%

 

gfz170801

Belgium 4.5%

 

gfz170803

France 4.0%

 

gfz170805

Australia 3.8%

 

gfz170807

Germany 3.1%

 

gfz170809

Other 21.3%

 

gfz170823

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities).

Asset Allocation as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

97.9

98.6

Short-Term Investments and Net Other Assets (Liabilities)

2.1

1.4

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)

4.3

5.2

Anheuser-Busch InBev SA NV (Belgium, Beverages)

3.5

3.6

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

3.3

2.5

DENSO Corp. (Japan, Auto Components)

3.0

2.2

UBS AG (NY Shares) (Switzerland, Capital Markets)

2.2

1.9

Linde AG (Germany, Chemicals)

2.2

2.3

Keyence Corp. (Japan, Electronic Equipment & Components)

2.0

1.3

Prudential PLC (United Kingdom, Insurance)

1.9

0.0

SABMiller PLC (United Kingdom, Beverages)

1.8

2.1

Novo Nordisk A/S Series B sponsored ADR (Denmark, Pharmaceuticals)

1.8

2.5

 

26.0

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Staples

19.7

24.3

Consumer Discretionary

17.1

16.2

Financials

15.0

11.3

Industrials

14.3

15.1

Health Care

11.9

11.2

Materials

7.7

10.4

Information Technology

7.5

6.7

Energy

3.0

3.4

Telecommunication Services

1.7

0.0

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 97.9%

Shares

Value

Australia - 3.2%

Coca-Cola Amatil Ltd.

391,434

$ 4,772,534

CSL Ltd.

141,073

9,266,793

Sydney Airport unit

643,558

2,548,605

Transurban Group unit

347,528

2,332,109

TOTAL AUSTRALIA

18,920,041

Austria - 1.1%

Andritz AG

103,997

6,406,331

Bailiwick of Jersey - 0.5%

Informa PLC

301,577

2,705,454

Belgium - 4.8%

Anheuser-Busch InBev SA NV

197,091

20,431,189

KBC Groupe SA

83,619

4,558,378

Umicore SA

64,664

3,084,767

TOTAL BELGIUM

28,074,334

Bermuda - 0.4%

Lazard Ltd. Class A

65,192

2,519,671

Cayman Islands - 2.6%

Sands China Ltd.

1,287,200

9,148,036

Wynn Macau Ltd.

1,650,400

6,332,955

TOTAL CAYMAN ISLANDS

15,480,991

Denmark - 1.8%

Novo Nordisk A/S Series B sponsored ADR

62,800

10,466,876

Finland - 0.9%

Nokian Tyres PLC

100,408

5,080,980

France - 3.2%

Danone SA

80,652

5,981,177

Remy Cointreau SA

26,787

2,643,375

Safran SA

94,400

6,033,678

Sanofi SA

38,874

4,144,872

TOTAL FRANCE

18,803,102

Germany - 4.4%

Bayer AG

65,700

8,165,750

Deutsche Bank AG

51,320

2,480,253

Deutsche Bank AG (NY Shares)

800

38,656

Linde AG

67,141

12,757,939

Siemens AG sponsored ADR

20,000

2,560,200

TOTAL GERMANY

26,002,798

Common Stocks - continued

Shares

Value

India - 0.3%

Housing Development Finance Corp. Ltd.

133,476

$ 1,852,016

Ireland - 1.7%

CRH PLC sponsored ADR

185,366

4,537,760

James Hardie Industries PLC:

CDI

35,635

368,127

sponsored ADR (d)

96,000

4,999,680

TOTAL IRELAND

9,905,567

Israel - 0.3%

Azrieli Group

44,900

1,443,930

Italy - 0.9%

Interpump Group SpA

160,651

1,788,616

Prada SpA

325,300

3,172,021

TOTAL ITALY

4,960,637

Japan - 16.6%

AEON Mall Co. Ltd.

101,810

2,891,503

Aozora Bank Ltd.

861,000

2,502,957

Autobacs Seven Co. Ltd.

60,100

876,287

DENSO Corp.

366,500

17,617,075

East Japan Railway Co.

16,900

1,468,115

Fanuc Corp.

31,700

5,084,924

Fast Retailing Co. Ltd.

18,300

6,159,998

Japan Tobacco, Inc.

166,700

6,031,820

Keyence Corp.

27,462

11,769,939

Mitsui Fudosan Co. Ltd.

267,000

8,844,617

Nomura Holdings, Inc.

187,300

1,383,591

Seven Bank Ltd.

808,300

2,860,781

Shinsei Bank Ltd.

1,457,000

3,411,283

SHO-BOND Holdings Co. Ltd.

65,000

3,043,777

SoftBank Corp.

134,600

10,051,781

Unicharm Corp.

54,500

3,500,476

USS Co. Ltd.

458,700

6,717,431

Yamato Kogyo Co. Ltd.

86,100

3,191,228

TOTAL JAPAN

97,407,583

Mexico - 0.3%

Fomento Economico Mexicano S.A.B. de CV sponsored ADR

20,755

1,936,442

Common Stocks - continued

Shares

Value

Netherlands - 1.7%

ASML Holding NV

56,278

$ 5,326,150

ING Groep NV (Certificaten Van Aandelen) (a)

366,557

4,658,106

TOTAL NETHERLANDS

9,984,256

Portugal - 0.8%

Jeronimo Martins SGPS SA

265,152

4,899,738

South Africa - 0.5%

Clicks Group Ltd.

444,126

2,767,285

Spain - 1.9%

Inditex SA (d)

59,146

9,716,963

Prosegur Compania de Seguridad SA (Reg.)

236,849

1,408,528

TOTAL SPAIN

11,125,491

Sweden - 5.7%

ASSA ABLOY AB (B Shares)

138,561

6,878,816

Atlas Copco AB (A Shares)

240,809

6,681,655

Fagerhult AB

49,496

1,520,004

H&M Hennes & Mauritz AB (B Shares)

182,130

7,869,754

Intrum Justitia AB

91,200

2,427,759

SKF AB (B Shares)

153,717

4,072,995

Svenska Handelsbanken AB (A Shares)

72,940

3,304,787

Swedish Match Co. AB

17,272

569,865

TOTAL SWEDEN

33,325,635

Switzerland - 12.4%

Credit Suisse Group

74,858

2,328,680

Nestle SA

345,971

24,973,553

Novartis AG

75,374

5,850,725

Roche Holding AG (participation certificate)

70,213

19,438,481

Schindler Holding AG:

(participation certificate)

25,471

3,612,848

(Reg.)

6,190

880,046

Swatch Group AG (Bearer)

4,040

2,584,692

UBS AG (NY Shares)

661,761

12,811,693

TOTAL SWITZERLAND

72,480,718

Turkey - 1.5%

Coca-Cola Icecek A/S

142,997

4,100,978

Tupras Turkiye Petrol Rafinelleri A/S

100,687

2,284,845

Turkiye Garanti Bankasi A/S

640,500

2,579,647

TOTAL TURKEY

8,965,470

Common Stocks - continued

Shares

Value

United Kingdom - 17.6%

Babcock International Group PLC

196,200

$ 4,010,985

Barclays PLC sponsored ADR (d)

225,966

3,798,488

BG Group PLC

466,755

9,530,810

BHP Billiton PLC ADR (d)

71,700

4,419,588

GlaxoSmithKline PLC sponsored ADR

175,500

9,236,565

InterContinental Hotel Group PLC ADR (d)

230,330

6,760,186

Johnson Matthey PLC

116,777

5,624,697

Prudential PLC

539,714

11,037,564

Reckitt Benckiser Group PLC (d)

115,645

8,989,413

Rexam PLC

380,064

3,165,805

Rolls-Royce Group PLC

458,237

8,449,478

Rotork PLC

84,800

3,892,773

SABMiller PLC

202,866

10,584,460

Serco Group PLC

345,718

3,087,586

Shaftesbury PLC

154,533

1,471,803

Standard Chartered PLC (United Kingdom)

334,991

8,054,183

Unite Group PLC

197,400

1,253,384

TOTAL UNITED KINGDOM

103,367,768

United States of America - 12.8%

Autoliv, Inc.

67,069

5,984,567

Berkshire Hathaway, Inc. Class B (a)

19,184

2,207,695

BorgWarner, Inc.

58,796

6,063,631

Cummins, Inc.

26,082

3,312,936

FMC Technologies, Inc. (a)

49,152

2,484,634

Google, Inc. Class A (a)

2,863

2,950,551

KLA-Tencor Corp.

42,680

2,799,808

Martin Marietta Materials, Inc.

31,700

3,109,453

MasterCard, Inc. Class A

11,450

8,210,795

Mead Johnson Nutrition Co. Class A

76,944

6,283,247

Mohawk Industries, Inc. (a)

22,400

2,966,208

National Oilwell Varco, Inc.

40,272

3,269,281

Philip Morris International, Inc.

43,808

3,904,169

PriceSmart, Inc.

24,500

2,787,855

ResMed, Inc. (d)

60,700

3,140,618

Solera Holdings, Inc.

46,189

2,596,746

SS&C Technologies Holdings, Inc. (a)

66,200

2,601,660

Common Stocks - continued

Shares

Value

United States of America - continued

Union Pacific Corp.

16,300

$ 2,467,820

Visa, Inc. Class A

39,975

7,861,883

TOTAL UNITED STATES OF AMERICA

75,003,557

TOTAL COMMON STOCKS

(Cost $503,021,258)


573,886,671

Nonconvertible Preferred Stocks - 0.0%

 

 

 

 

United Kingdom - 0.0%

Rolls-Royce Group PLC Series C
(Cost $61,249)

37,731,382


60,499

Money Market Funds - 5.2%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)

14,095,092

14,095,092

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

16,477,575

16,477,575

TOTAL MONEY MARKET FUNDS

(Cost $30,572,667)


30,572,667

TOTAL INVESTMENT PORTFOLIO - 103.1%

(Cost $533,655,174)

604,519,837

NET OTHER ASSETS (LIABILITIES) - (3.1)%

(18,241,969)

NET ASSETS - 100%

$ 586,277,868

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

$ 13,543

Fidelity Securities Lending Cash Central Fund

209,783

Total

$ 223,326

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

$ 99,756,238

$ 68,385,447

$ 31,370,791

$ -

Consumer Staples

115,157,576

60,220,538

54,937,038

-

Energy

17,569,570

17,569,570

-

-

Financials

88,293,666

45,894,331

42,399,335

-

Health Care

69,710,680

59,715,083

9,995,597

-

Industrials

84,031,083

74,434,267

9,596,816

-

Information Technology

44,117,532

32,347,593

11,769,939

-

Materials

45,259,044

42,067,816

3,191,228

-

Telecommunication Services

10,051,781

-

10,051,781

-

Money Market Funds

30,572,667

30,572,667

-

-

Total Investments in Securities:

$ 604,519,837

$ 431,207,312

$ 173,312,525

$ -

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

$ 27,145,883

Level 2 to Level 1

$ 0

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $15,812,983) - See accompanying schedule:

Unaffiliated issuers (cost $503,082,507)

$ 573,947,170

 

Fidelity Central Funds (cost $30,572,667)

30,572,667

 

Total Investments (cost $533,655,174)

 

$ 604,519,837

Cash

 

7,981

Receivable for investments sold

2,362,573

Receivable for fund shares sold

3,194,486

Dividends receivable

767,973

Distributions receivable from Fidelity Central Funds

6,838

Prepaid expenses

1,720

Other receivables

13,074

Total assets

610,874,482

 

 

 

Liabilities

Payable for investments purchased

$ 7,134,028

Payable for fund shares redeemed

414,036

Accrued management fee

337,239

Distribution and service plan fees payable

38,773

Other affiliated payables

125,190

Other payables and accrued expenses

69,773

Collateral on securities loaned, at value

16,477,575

Total liabilities

24,596,614

 

 

 

Net Assets

$ 586,277,868

Net Assets consist of:

 

Paid in capital

$ 512,728,833

Undistributed net investment income

2,476,993

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

210,451

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

70,861,591

Net Assets

$ 586,277,868

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($74,594,798 ÷ 6,919,905 shares)

$ 10.78

 

 

 

Maximum offering price per share (100/94.25 of $10.78)

$ 11.44

Class T:
Net Asset Value
and redemption price per share ($23,117,780 ÷ 2,150,794 shares)

$ 10.75

 

 

 

Maximum offering price per share (100/96.50 of $10.75)

$ 11.14

Class B:
Net Asset Value
and offering price per share ($1,578,643 ÷ 147,175 shares)A

$ 10.73

 

 

 

Class C:
Net Asset Value
and offering price per share ($17,196,098 ÷ 1,608,592 shares)A

$ 10.69

 

 

 

 

 

 

International Growth:
Net Asset Value
, offering price and redemption price per share ($430,913,552 ÷ 39,735,803 shares)

$ 10.84

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($38,771,323 ÷ 3,577,332 shares)

$ 10.84

 

 

 

Class Z:
Net Asset Value
, offering price and redemption price per share ($105,674 ÷ 9,747 shares)

$ 10.84

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

 

$ 8,033,314

Interest

 

4

Income from Fidelity Central Funds

 

223,326

Income before foreign taxes withheld

 

8,256,644

Less foreign taxes withheld

 

(549,023)

Total income

 

7,707,621

 

 

 

Expenses

Management fee
Basic fee

$ 2,422,146

Performance adjustment

192,757

Transfer agent fees

865,734

Distribution and service plan fees

312,494

Accounting and security lending fees

180,016

Custodian fees and expenses

82,662

Independent trustees' compensation

1,736

Registration fees

145,304

Audit

70,606

Legal

656

Miscellaneous

1,779

Total expenses before reductions

4,275,890

Expense reductions

(61,595)

4,214,295

Net investment income (loss)

3,493,326

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

6,727,492

Foreign currency transactions

107,488

Futures contracts

(517,867)

Total net realized gain (loss)

 

6,317,113

Change in net unrealized appreciation (depreciation) on:

Investment securities

60,865,585

Assets and liabilities in foreign currencies

4,304

Total change in net unrealized appreciation (depreciation)

 

60,869,889

Net gain (loss)

67,187,002

Net increase (decrease) in net assets resulting from operations

$ 70,680,328

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,493,326

$ 1,377,708

Net realized gain (loss)

6,317,113

(833,212)

Change in net unrealized appreciation (depreciation)

60,869,889

11,226,981

Net increase (decrease) in net assets resulting
from operations

70,680,328

11,771,477

Distributions to shareholders from net investment income

(2,081,336)

(594,738)

Distributions to shareholders from net realized gain

(113,769)

(48,645)

Total distributions

(2,195,105)

(643,383)

Share transactions - net increase (decrease)

324,915,158

115,271,822

Redemption fees

31,216

5,972

Total increase (decrease) in net assets

393,431,597

126,405,888

 

 

 

Net Assets

Beginning of period

192,846,271

66,440,383

End of period (including undistributed net investment income of $2,476,993 and undistributed net investment income of $1,374,430, respectively)

$ 586,277,868

$ 192,846,271

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.91

$ 8.09

$ 8.38

$ 7.01

$ 5.46

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .08

  .08

  .05

  .05

Net realized and unrealized gain (loss)

  1.88

  .81

  (.31)

  1.39

  1.55

Total from investment operations

  1.96

  .89

  (.23)

  1.44

  1.60

Distributions from net investment income

  (.08)

  (.06)

  (.05)

  (.05)

  (.05)

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.03)

  -

Total distributions

  (.09)

  (.07)

  (.06)

  (.07) H

  (.05)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.78

$ 8.91

$ 8.09

$ 8.38

$ 7.01

Total Return A, B

  22.18%

  11.10%

  (2.76)%

  20.68%

  29.72%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.44%

  1.58%

  1.77%

  2.13%

  2.46%

Expenses net of fee waivers, if any

  1.43%

  1.45%

  1.45%

  1.50%

  1.50%

Expenses net of all reductions

  1.42%

  1.44%

  1.43%

  1.48%

  1.47%

Net investment income (loss)

  .80%

  .99%

  .92%

  .74%

  .85%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 74,595

$ 21,874

$ 6,352

$ 3,084

$ 1,452

Portfolio turnover rate E

  32%

  32%

  68%

  87%

  116%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.07 per share is comprised of distributions from net investment income of $.046 and distributions from net realized gain of $.025 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.89

$ 8.08

$ 8.38

$ 7.00

$ 5.45

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .05

  .06

  .06

  .04

  .03

Net realized and unrealized gain (loss)

  1.88

  .81

  (.31)

  1.39

  1.55

Total from investment operations

  1.93

  .87

  (.25)

  1.43

  1.58

Distributions from net investment income

  (.07)

  (.05)

  (.04)

  (.02)

  (.03)

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.03)

  -

Total distributions

  (.07) H

  (.06)

  (.05)

  (.05)

  (.03)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.75

$ 8.89

$ 8.08

$ 8.38

$ 7.00

Total Return A, B

  21.91%

  10.82%

  (3.03)%

  20.47%

  29.22%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.69%

  1.85%

  2.03%

  2.41%

  2.67%

Expenses net of fee waivers, if any

  1.69%

  1.70%

  1.70%

  1.75%

  1.75%

Expenses net of all reductions

  1.68%

  1.69%

  1.68%

  1.73%

  1.73%

Net investment income (loss)

  .54%

  .74%

  .67%

  .49%

  .59%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 23,118

$ 10,690

$ 2,917

$ 1,034

$ 532

Portfolio turnover rate E

  32%

  32%

  68%

  87%

  116%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.07 per share is comprised of distributions from net investment income of $.069 and distributions from net realized gain of $.005 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.88

$ 8.06

$ 8.36

$ 6.98

$ 5.42

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  - G

  .02

  .01

  - G

  .01

Net realized and unrealized gain (loss)

  1.89

  .80

  (.30)

  1.38

  1.55

Total from investment operations

  1.89

  .82

  (.29)

  1.38

  1.56

Distributions from net investment income

  (.03)

  -

  (.01)

  -

  -

Distributions from net realized gain

  (.01)

  -

  - G

  -

  -

Total distributions

  (.04)

  -

  (.01)

  -

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.73

$ 8.88

$ 8.06

$ 8.36

$ 6.98

Total Return A, B

  21.35%

  10.17%

  (3.47)%

  19.77%

  28.78%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.19%

  2.35%

  2.55%

  2.87%

  3.17%

Expenses net of fee waivers, if any

  2.18%

  2.20%

  2.20%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.19%

  2.18%

  2.23%

  2.23%

Net investment income (loss)

  .05%

  .24%

  .17%

  (.01)%

  .09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,579

$ 1,116

$ 473

$ 581

$ 328

Portfolio turnover rate E

  32%

  32%

  68%

  87%

  116%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.84

$ 8.03

$ 8.34

$ 6.98

$ 5.42

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .01

  .02

  .01

  - G

  .01

Net realized and unrealized gain (loss)

  1.87

  .80

  (.31)

  1.38

  1.55

Total from investment operations

  1.88

  .82

  (.30)

  1.38

  1.56

Distributions from net investment income

  (.02)

  (.01)

  (.01)

  -

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.02)

  -

Total distributions

  (.03)

  (.01) I

  (.01) H

  (.02)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.69

$ 8.84

$ 8.03

$ 8.34

$ 6.98

Total Return A, B

  21.29%

  10.27%

  (3.57)%

  19.82%

  28.78%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.19%

  2.33%

  2.52%

  2.89%

  3.21%

Expenses net of fee waivers, if any

  2.18%

  2.20%

  2.20%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.19%

  2.18%

  2.24%

  2.23%

Net investment income (loss)

  .05%

  .24%

  .17%

  (.01)%

  .09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 17,196

$ 5,648

$ 2,767

$ 1,261

$ 780

Portfolio turnover rate E

  32%

  32%

  68%

  87%

  116%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.01 per share is comprised of distributions from net investment income of $.008 and distributions from net realized gain of $.005 per share.

I Total distributions of $.01 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $.006 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Growth

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.95

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .11

  .10

  .07

  .06

Net realized and unrealized gain (loss)

  1.88

  .81

  (.30)

  1.39

  1.54

Total from investment operations

  1.99

  .92

  (.20)

  1.46

  1.60

Distributions from net investment income

  (.10)

  (.08)

  (.07)

  (.06)

  (.06)

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.03)

  -

Total distributions

  (.10) H

  (.09)

  (.08)

  (.08) G

  (.06)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.84

$ 8.95

$ 8.12

$ 8.40

$ 7.02

Total Return A

  22.48%

  11.41%

  (2.47)%

  20.97%

  29.77%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.13%

  1.28%

  1.52%

  1.89%

  2.19%

Expenses net of fee waivers, if any

  1.13%

  1.20%

  1.20%

  1.25%

  1.25%

Expenses net of all reductions

  1.11%

  1.19%

  1.18%

  1.23%

  1.23%

Net investment income (loss)

  1.11%

  1.24%

  1.17%

  .99%

  1.09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 430,914

$ 149,526

$ 53,437

$ 28,454

$ 18,254

Portfolio turnover rate D

  32%

  32%

  68%

  87%

  116%

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 $.08 per share is comprised of distributions from net investment income of $.057 and distributions from net realized gain of $.025 per share.

H Total distributions of $.10 per share is comprised of distributions from net investment income of $.097 and distributions from net realized gain of $.005 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.94

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .10

  .10

  .07

  .06

Net realized and unrealized gain (loss)

  1.90

  .81

  (.30)

  1.39

  1.54

Total from investment operations

  2.01

  .91

  (.20)

  1.46

  1.60

Distributions from net investment income

  (.10)

  (.08)

  (.07)

  (.06)

  (.06)

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.03)

  -

Total distributions

  (.11)

  (.09)

  (.08)

  (.08) G

  (.06)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.84

$ 8.94

$ 8.12

$ 8.40

$ 7.02

Total Return A

  22.66%

  11.28%

  (2.47)%

  20.97%

  29.77%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.11%

  1.27%

  1.50%

  1.92%

  2.01%

Expenses net of fee waivers, if any

  1.11%

  1.20%

  1.20%

  1.25%

  1.25%

Expenses net of all reductions

  1.09%

  1.19%

  1.18%

  1.23%

  1.23%

Net investment income (loss)

  1.13%

  1.24%

  1.17%

  .99%

  1.09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 38,771

$ 3,992

$ 493

$ 113

$ 36

Portfolio turnover rate D

  32%

  32%

  68%

  87%

  116%

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 $.08 per share is comprised of distributions from net investment income of $.057 and distributions from net realized gain of $.025 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class Z

Year ended October 31,

2013 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.26

Income from Investment Operations

 

Net investment income (loss) D

  .02

Net realized and unrealized gain (loss)

  .56

Total from investment operations

  .58

Redemption fees added to paid in capital D, I

  -

Net asset value, end of period

$ 10.84

Total Return B, C

  5.65%

Ratios to Average Net Assets E, H

 

Expenses before reductions

  .94% A

Expenses net of fee waivers, if any

  .94% A

Expenses net of all reductions

  .93% A

Net investment income (loss)

  .65% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 106

Portfolio turnover rate F

  32%

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 August 13, 2013 (commencement of sale of shares) to October 31, 2013.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity International Growth Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund commenced sale of Class Z shares on August 13, 2013. The Fund offers Class A, Class T, Class C, International Growth, Institutional Class and Class Z 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 which 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

Annual Report

3. Significant Accounting Policies - continued

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 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. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense

Annual Report

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

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.

Book-tax differences are primarily due to futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), partnerships, capital loss carryforwards, and losses deferred due to wash sales.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 77,456,036

Gross unrealized depreciation

(6,897,408)

Net unrealized appreciation (depreciation) on securities and other investments

$ 70,558,628

 

 

Tax Cost

$ 533,961,209

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 2,476,993

Undistributed long-term capital gain

$ 516,487

Net unrealized appreciation (depreciation)

$ 70,555,556

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 2,195,105

$ 643,383

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.

Annual Report

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.

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

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

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.

During the period the Fund recognized net realized gain (loss) of $(517,867) related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $423,057,094 and $105,902,960, 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 International Growth 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 .75% 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.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%

$ 111,996

$ 3,731

Class T

.25%

.25%

74,898

-

Class B

.75%

.25%

12,264

9,227

Class C

.75%

.25%

113,336

38,127

 

 

 

$ 312,494

$ 51,085

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

$ 55,379

Class T

12,148

Class B*

741

Class C*

2,285

 

$ 70,553

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales
are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class Z. FIIOC receives an asset-based fee of

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

Class Z'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

Class A

$ 133,141

.29

Class T

45,948

.30

Class B

3,660

.30

Class C

33,951

.30

International Growth

618,957

.24

Institutional Class

30,066

.22

Class Z

11

.05*

 

$ 865,734

 

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. 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 $2,164 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 $647 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

Annual Report

8. Security Lending - continued

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. The value of securities loaned to FCM at period end was $812,318. 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 $209,783, including $4,235 from securities loaned to FCM.

9. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Class A, Class T, Class B, Class C, International Growth and Institutional Class operating expenses. During the period, this reimbursement reduced expenses as follows:

 

Reimbursement

Class A

$ 1,675

Class T

515

Class B

36

Class C

417

International Growth

10,450

Institutional Class

831

 

$ 13,924

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $1,356.

Annual Report

Notes to Financial Statements - continued

9. Expense Reductions - continued

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 $46,315 for the period.

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

$ 226,330

$ 50,503

Class T

86,155

18,666

Class B

4,290

-

Class C

14,481

2,205

International Growth

1,698,830

516,958

Institutional Class

51,250

6,406

Total

$ 2,081,336

$ 594,738

From net realized gain

 

 

Class A

$ 13,472

$ 4,810

Class T

6,243

2,196

Class B

631

-

Class C

3,291

1,890

International Growth

87,569

39,262

Institutional Class

2,563

487

Total

$ 113,769

$ 48,645

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013 A

2012

2013 A

2012

Class A

 

 

 

 

Shares sold

5,907,169

1,901,699

$ 58,500,264

$ 16,560,116

Reinvestment of distributions

24,178

5,422

218,566

42,831

Shares redeemed

(1,466,703)

(236,851)

(14,226,261)

(2,015,265)

Net increase (decrease)

4,464,644

1,670,270

$ 44,492,569

$ 14,587,682

Class T

 

 

 

 

Shares sold

1,144,706

941,446

$ 11,429,141

$ 8,178,600

Reinvestment of distributions

10,086

2,626

91,076

20,742

Shares redeemed

(206,178)

(102,766)

(2,020,899)

(866,637)

Net increase (decrease)

948,614

841,306

$ 9,499,318

$ 7,332,705

Annual Report

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013 A

2012

2013 A

2012

Class B

 

 

 

 

Shares sold

70,442

92,865

$ 702,618

$ 806,549

Reinvestment of distributions

531

-

4,806

-

Shares redeemed

(49,437)

(25,954)

(483,935)

(218,180)

Net increase (decrease)

21,536

66,911

$ 223,489

$ 588,369

Class C

 

 

 

 

Shares sold

1,392,365

400,291

$ 13,520,584

$ 3,375,948

Reinvestment of distributions

1,911

510

17,237

4,026

Shares redeemed

(424,469)

(106,475)

(4,120,400)

(879,489)

Net increase (decrease)

969,807

294,326

$ 9,417,421

$ 2,500,485

International Growth

 

 

 

 

Shares sold

29,198,608

13,301,892

$ 290,678,738

$ 114,028,412

Reinvestment of distributions

192,126

68,821

1,742,585

544,378

Shares redeemed

(6,365,570)

(3,238,606)

(62,814,771)

(27,713,258)

Net increase (decrease)

23,025,164

10,132,107

$ 229,606,552

$ 86,859,532

Institutional Class

 

 

 

 

Shares sold

3,568,741

438,656

$ 35,951,935

$ 3,841,370

Reinvestment of distributions

5,682

655

51,476

5,178

Shares redeemed

(443,392)

(53,696)

(4,427,602)

(443,499)

Net increase (decrease)

3,131,031

385,615

$ 31,575,809

$ 3,403,049

Class Z

 

 

 

 

Shares sold

9,747

-

$ 100,000

$ -

Reinvestment of distributions

-

-

-

-

Shares redeemed

-

-

-

-

Net increase (decrease)

9,747

-

$ 100,000

$ -

A Share transactions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to October 31, 2013.

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity International Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity International Growth Fund (a fund of Fidelity Investment Trust) at October 31, 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 periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity International Growth Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 11, 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.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 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 International Growth Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Class Z

12/09/13

12/06/13

$0.062

$0.009

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2013, $585,832 or, if subsequently determined to be different, the net capital gain of such year.

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 International Growth Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Growth Fund

gfz170825

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 International Growth Fund

gfz170827

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A and the retail class ranked below its competitive median for 2012 and the total expense ratio of each of Class T, Class B, 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.

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class B, Class C, Institutional Class, and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.45%, 1.70%, 2.20%, 2.20%, 1.20%, and 1.20% through December 31, 2013.

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.

Annual Report

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.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

Annual Report

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends 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 Investments (Japan) Limited

FIL Investment Advisors (UK) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company

Quincy, MA

(Fidelity Investment logo)(registered trademark)

AIGFZ-UANN-1213
1.9585036.100

Fidelity®

International Growth Fund

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 financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Life of
fund
A

  Fidelity® International Growth Fund

22.48%

15.88%

2.29%

A From November 1, 2007.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® International Growth Fund, a class of the fund, on November 1, 2007, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Growth Index performed over the same period.

igf3339285

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 Jed Weiss, Portfolio Manager of Fidelity® International Growth Fund: For the year, the fund's Retail Class shares gained 22.48%, trailing the 26.07% advance of the MSCI® EAFE® Growth Index. Versus the index, picks in emerging markets were a big detractor. A combination of underweighting Europe and disappointing security selection here also hurt, even as Dutch semiconductor equipment company ASML Holding made an outsized individual contribution. Stock picking in Canada detracted, with out-of-index mining companies Goldcorp and Agnico Eagle Mines suffering from falling gold prices. I ultimately sold both stocks. A moderate cash position curbed performance in an up market. On the positive side, stock picking in Hong Kong was helpful - especially positions in casino gaming companies Sands China and Wynn Macau - as was underweighting poor-performing Australia. Another contributor was the fund's out-of-benchmark holdings in companies headquartered in the U.S. but doing all or most of their business abroad. In strong-performing Japan, the impact was mixed, with a detrimental underweighting but favorable stock picking. In this market, the fund's biggest individual detractor was automaker Toyota Motor. Instead of owning this outperforming benchmark component, we held DENSO, a parts supplier whose largest customer is Toyota and whose strong performance tempered the latter's negative relative impact.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2013 to October 31, 2013) for Class A, Class T, Class B, Class C, International Growth and Institutional Class and for the period (August 13, 2013 to October 31, 2013) for Class Z. The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year 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.

Annual Report

Shareholder Expense Example - continued

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Annualized
Expense Ratio
B

Beginning
Account Value

Ending
Account Value
October 31, 2013

Expenses Paid
During Period

Class A

1.44%

 

 

 

Actual

 

$ 1,000.00

$ 1,067.30

$ 7.50 C

Hypothetical A

 

$ 1,000.00

$ 1,017.95

$ 7.32 D

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,066.50

$ 8.85 C

Hypothetical A

 

$ 1,000.00

$ 1,016.64

$ 8.64 D

Class B

2.18%

 

 

 

Actual

 

$ 1,000.00

$ 1,063.40

$ 11.34 C

Hypothetical A

 

$ 1,000.00

$ 1,014.22

$ 11.07 D

Class C

2.18%

 

 

 

Actual

 

$ 1,000.00

$ 1,063.70

$ 11.34 C

Hypothetical A

 

$ 1,000.00

$ 1,014.22

$ 11.07 D

International Growth

1.11%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.00

$ 5.79 C

Hypothetical A

 

$ 1,000.00

$ 1,019.61

$ 5.65 D

Institutional Class

1.11%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.00

$ 5.79 C

Hypothetical A

 

$ 1,000.00

$ 1,019.61

$ 5.65 D

Class Z

.94%

 

 

 

Actual

 

$ 1,000.00

$ 1,056.50

$ 2.12 C

Hypothetical A

 

$ 1,000.00

$ 1,020.47

$ 4.79 D

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

C Actual 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) for Class A, Class T, Class B, Class C, International Growth and Institutional Class and multiplied by 80/365 (to reflect the period August 13, 2013 to October 31, 2013) for Class Z. The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report

D Hypothetical 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). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

igf3339287

United Kingdom 17.6%

 

igf3339289

Japan 16.6%

 

igf3339291

United States of America* 14.9%

 

igf3339293

Switzerland 12.4%

 

igf3339295

Sweden 5.7%

 

igf3339297

Belgium 4.8%

 

igf3339299

Germany 4.4%

 

igf3339301

Australia 3.2%

 

igf3339303

France 3.2%

 

igf3339305

Other 17.2%

 

igf3339307

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities).

As of April 30, 2013

igf3339287

United Kingdom 18.3%

 

igf3339289

United States of America* 16.4%

 

igf3339291

Japan 12.5%

 

igf3339293

Switzerland 10.7%

 

igf3339295

Sweden 5.4%

 

igf3339297

Belgium 4.5%

 

igf3339299

France 4.0%

 

igf3339301

Australia 3.8%

 

igf3339303

Germany 3.1%

 

igf3339318

Other 21.3%

 

igf3339320

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities).

Asset Allocation as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

97.9

98.6

Short-Term Investments and Net Other Assets (Liabilities)

2.1

1.4

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)

4.3

5.2

Anheuser-Busch InBev SA NV (Belgium, Beverages)

3.5

3.6

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

3.3

2.5

DENSO Corp. (Japan, Auto Components)

3.0

2.2

UBS AG (NY Shares) (Switzerland, Capital Markets)

2.2

1.9

Linde AG (Germany, Chemicals)

2.2

2.3

Keyence Corp. (Japan, Electronic Equipment & Components)

2.0

1.3

Prudential PLC (United Kingdom, Insurance)

1.9

0.0

SABMiller PLC (United Kingdom, Beverages)

1.8

2.1

Novo Nordisk A/S Series B sponsored ADR (Denmark, Pharmaceuticals)

1.8

2.5

 

26.0

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Staples

19.7

24.3

Consumer Discretionary

17.1

16.2

Financials

15.0

11.3

Industrials

14.3

15.1

Health Care

11.9

11.2

Materials

7.7

10.4

Information Technology

7.5

6.7

Energy

3.0

3.4

Telecommunication Services

1.7

0.0

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 97.9%

Shares

Value

Australia - 3.2%

Coca-Cola Amatil Ltd.

391,434

$ 4,772,534

CSL Ltd.

141,073

9,266,793

Sydney Airport unit

643,558

2,548,605

Transurban Group unit

347,528

2,332,109

TOTAL AUSTRALIA

18,920,041

Austria - 1.1%

Andritz AG

103,997

6,406,331

Bailiwick of Jersey - 0.5%

Informa PLC

301,577

2,705,454

Belgium - 4.8%

Anheuser-Busch InBev SA NV

197,091

20,431,189

KBC Groupe SA

83,619

4,558,378

Umicore SA

64,664

3,084,767

TOTAL BELGIUM

28,074,334

Bermuda - 0.4%

Lazard Ltd. Class A

65,192

2,519,671

Cayman Islands - 2.6%

Sands China Ltd.

1,287,200

9,148,036

Wynn Macau Ltd.

1,650,400

6,332,955

TOTAL CAYMAN ISLANDS

15,480,991

Denmark - 1.8%

Novo Nordisk A/S Series B sponsored ADR

62,800

10,466,876

Finland - 0.9%

Nokian Tyres PLC

100,408

5,080,980

France - 3.2%

Danone SA

80,652

5,981,177

Remy Cointreau SA

26,787

2,643,375

Safran SA

94,400

6,033,678

Sanofi SA

38,874

4,144,872

TOTAL FRANCE

18,803,102

Germany - 4.4%

Bayer AG

65,700

8,165,750

Deutsche Bank AG

51,320

2,480,253

Deutsche Bank AG (NY Shares)

800

38,656

Linde AG

67,141

12,757,939

Siemens AG sponsored ADR

20,000

2,560,200

TOTAL GERMANY

26,002,798

Common Stocks - continued

Shares

Value

India - 0.3%

Housing Development Finance Corp. Ltd.

133,476

$ 1,852,016

Ireland - 1.7%

CRH PLC sponsored ADR

185,366

4,537,760

James Hardie Industries PLC:

CDI

35,635

368,127

sponsored ADR (d)

96,000

4,999,680

TOTAL IRELAND

9,905,567

Israel - 0.3%

Azrieli Group

44,900

1,443,930

Italy - 0.9%

Interpump Group SpA

160,651

1,788,616

Prada SpA

325,300

3,172,021

TOTAL ITALY

4,960,637

Japan - 16.6%

AEON Mall Co. Ltd.

101,810

2,891,503

Aozora Bank Ltd.

861,000

2,502,957

Autobacs Seven Co. Ltd.

60,100

876,287

DENSO Corp.

366,500

17,617,075

East Japan Railway Co.

16,900

1,468,115

Fanuc Corp.

31,700

5,084,924

Fast Retailing Co. Ltd.

18,300

6,159,998

Japan Tobacco, Inc.

166,700

6,031,820

Keyence Corp.

27,462

11,769,939

Mitsui Fudosan Co. Ltd.

267,000

8,844,617

Nomura Holdings, Inc.

187,300

1,383,591

Seven Bank Ltd.

808,300

2,860,781

Shinsei Bank Ltd.

1,457,000

3,411,283

SHO-BOND Holdings Co. Ltd.

65,000

3,043,777

SoftBank Corp.

134,600

10,051,781

Unicharm Corp.

54,500

3,500,476

USS Co. Ltd.

458,700

6,717,431

Yamato Kogyo Co. Ltd.

86,100

3,191,228

TOTAL JAPAN

97,407,583

Mexico - 0.3%

Fomento Economico Mexicano S.A.B. de CV sponsored ADR

20,755

1,936,442

Common Stocks - continued

Shares

Value

Netherlands - 1.7%

ASML Holding NV

56,278

$ 5,326,150

ING Groep NV (Certificaten Van Aandelen) (a)

366,557

4,658,106

TOTAL NETHERLANDS

9,984,256

Portugal - 0.8%

Jeronimo Martins SGPS SA

265,152

4,899,738

South Africa - 0.5%

Clicks Group Ltd.

444,126

2,767,285

Spain - 1.9%

Inditex SA (d)

59,146

9,716,963

Prosegur Compania de Seguridad SA (Reg.)

236,849

1,408,528

TOTAL SPAIN

11,125,491

Sweden - 5.7%

ASSA ABLOY AB (B Shares)

138,561

6,878,816

Atlas Copco AB (A Shares)

240,809

6,681,655

Fagerhult AB

49,496

1,520,004

H&M Hennes & Mauritz AB (B Shares)

182,130

7,869,754

Intrum Justitia AB

91,200

2,427,759

SKF AB (B Shares)

153,717

4,072,995

Svenska Handelsbanken AB (A Shares)

72,940

3,304,787

Swedish Match Co. AB

17,272

569,865

TOTAL SWEDEN

33,325,635

Switzerland - 12.4%

Credit Suisse Group

74,858

2,328,680

Nestle SA

345,971

24,973,553

Novartis AG

75,374

5,850,725

Roche Holding AG (participation certificate)

70,213

19,438,481

Schindler Holding AG:

(participation certificate)

25,471

3,612,848

(Reg.)

6,190

880,046

Swatch Group AG (Bearer)

4,040

2,584,692

UBS AG (NY Shares)

661,761

12,811,693

TOTAL SWITZERLAND

72,480,718

Turkey - 1.5%

Coca-Cola Icecek A/S

142,997

4,100,978

Tupras Turkiye Petrol Rafinelleri A/S

100,687

2,284,845

Turkiye Garanti Bankasi A/S

640,500

2,579,647

TOTAL TURKEY

8,965,470

Common Stocks - continued

Shares

Value

United Kingdom - 17.6%

Babcock International Group PLC

196,200

$ 4,010,985

Barclays PLC sponsored ADR (d)

225,966

3,798,488

BG Group PLC

466,755

9,530,810

BHP Billiton PLC ADR (d)

71,700

4,419,588

GlaxoSmithKline PLC sponsored ADR

175,500

9,236,565

InterContinental Hotel Group PLC ADR (d)

230,330

6,760,186

Johnson Matthey PLC

116,777

5,624,697

Prudential PLC

539,714

11,037,564

Reckitt Benckiser Group PLC (d)

115,645

8,989,413

Rexam PLC

380,064

3,165,805

Rolls-Royce Group PLC

458,237

8,449,478

Rotork PLC

84,800

3,892,773

SABMiller PLC

202,866

10,584,460

Serco Group PLC

345,718

3,087,586

Shaftesbury PLC

154,533

1,471,803

Standard Chartered PLC (United Kingdom)

334,991

8,054,183

Unite Group PLC

197,400

1,253,384

TOTAL UNITED KINGDOM

103,367,768

United States of America - 12.8%

Autoliv, Inc.

67,069

5,984,567

Berkshire Hathaway, Inc. Class B (a)

19,184

2,207,695

BorgWarner, Inc.

58,796

6,063,631

Cummins, Inc.

26,082

3,312,936

FMC Technologies, Inc. (a)

49,152

2,484,634

Google, Inc. Class A (a)

2,863

2,950,551

KLA-Tencor Corp.

42,680

2,799,808

Martin Marietta Materials, Inc.

31,700

3,109,453

MasterCard, Inc. Class A

11,450

8,210,795

Mead Johnson Nutrition Co. Class A

76,944

6,283,247

Mohawk Industries, Inc. (a)

22,400

2,966,208

National Oilwell Varco, Inc.

40,272

3,269,281

Philip Morris International, Inc.

43,808

3,904,169

PriceSmart, Inc.

24,500

2,787,855

ResMed, Inc. (d)

60,700

3,140,618

Solera Holdings, Inc.

46,189

2,596,746

SS&C Technologies Holdings, Inc. (a)

66,200

2,601,660

Common Stocks - continued

Shares

Value

United States of America - continued

Union Pacific Corp.

16,300

$ 2,467,820

Visa, Inc. Class A

39,975

7,861,883

TOTAL UNITED STATES OF AMERICA

75,003,557

TOTAL COMMON STOCKS

(Cost $503,021,258)


573,886,671

Nonconvertible Preferred Stocks - 0.0%

 

 

 

 

United Kingdom - 0.0%

Rolls-Royce Group PLC Series C
(Cost $61,249)

37,731,382


60,499

Money Market Funds - 5.2%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)

14,095,092

14,095,092

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

16,477,575

16,477,575

TOTAL MONEY MARKET FUNDS

(Cost $30,572,667)


30,572,667

TOTAL INVESTMENT PORTFOLIO - 103.1%

(Cost $533,655,174)

604,519,837

NET OTHER ASSETS (LIABILITIES) - (3.1)%

(18,241,969)

NET ASSETS - 100%

$ 586,277,868

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

$ 13,543

Fidelity Securities Lending Cash Central Fund

209,783

Total

$ 223,326

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

$ 99,756,238

$ 68,385,447

$ 31,370,791

$ -

Consumer Staples

115,157,576

60,220,538

54,937,038

-

Energy

17,569,570

17,569,570

-

-

Financials

88,293,666

45,894,331

42,399,335

-

Health Care

69,710,680

59,715,083

9,995,597

-

Industrials

84,031,083

74,434,267

9,596,816

-

Information Technology

44,117,532

32,347,593

11,769,939

-

Materials

45,259,044

42,067,816

3,191,228

-

Telecommunication Services

10,051,781

-

10,051,781

-

Money Market Funds

30,572,667

30,572,667

-

-

Total Investments in Securities:

$ 604,519,837

$ 431,207,312

$ 173,312,525

$ -

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

$ 27,145,883

Level 2 to Level 1

$ 0

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $15,812,983) - See accompanying schedule:

Unaffiliated issuers (cost $503,082,507)

$ 573,947,170

 

Fidelity Central Funds (cost $30,572,667)

30,572,667

 

Total Investments (cost $533,655,174)

 

$ 604,519,837

Cash

 

7,981

Receivable for investments sold

2,362,573

Receivable for fund shares sold

3,194,486

Dividends receivable

767,973

Distributions receivable from Fidelity Central Funds

6,838

Prepaid expenses

1,720

Other receivables

13,074

Total assets

610,874,482

 

 

 

Liabilities

Payable for investments purchased

$ 7,134,028

Payable for fund shares redeemed

414,036

Accrued management fee

337,239

Distribution and service plan fees payable

38,773

Other affiliated payables

125,190

Other payables and accrued expenses

69,773

Collateral on securities loaned, at value

16,477,575

Total liabilities

24,596,614

 

 

 

Net Assets

$ 586,277,868

Net Assets consist of:

 

Paid in capital

$ 512,728,833

Undistributed net investment income

2,476,993

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

210,451

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

70,861,591

Net Assets

$ 586,277,868

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($74,594,798 ÷ 6,919,905 shares)

$ 10.78

 

 

 

Maximum offering price per share (100/94.25 of $10.78)

$ 11.44

Class T:
Net Asset Value
and redemption price per share ($23,117,780 ÷ 2,150,794 shares)

$ 10.75

 

 

 

Maximum offering price per share (100/96.50 of $10.75)

$ 11.14

Class B:
Net Asset Value
and offering price per share ($1,578,643 ÷ 147,175 shares)A

$ 10.73

 

 

 

Class C:
Net Asset Value
and offering price per share ($17,196,098 ÷ 1,608,592 shares)A

$ 10.69

 

 

 

 

 

 

International Growth:
Net Asset Value
, offering price and redemption price per share ($430,913,552 ÷ 39,735,803 shares)

$ 10.84

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($38,771,323 ÷ 3,577,332 shares)

$ 10.84

 

 

 

Class Z:
Net Asset Value
, offering price and redemption price per share ($105,674 ÷ 9,747 shares)

$ 10.84

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

 

$ 8,033,314

Interest

 

4

Income from Fidelity Central Funds

 

223,326

Income before foreign taxes withheld

 

8,256,644

Less foreign taxes withheld

 

(549,023)

Total income

 

7,707,621

 

 

 

Expenses

Management fee
Basic fee

$ 2,422,146

Performance adjustment

192,757

Transfer agent fees

865,734

Distribution and service plan fees

312,494

Accounting and security lending fees

180,016

Custodian fees and expenses

82,662

Independent trustees' compensation

1,736

Registration fees

145,304

Audit

70,606

Legal

656

Miscellaneous

1,779

Total expenses before reductions

4,275,890

Expense reductions

(61,595)

4,214,295

Net investment income (loss)

3,493,326

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

6,727,492

Foreign currency transactions

107,488

Futures contracts

(517,867)

Total net realized gain (loss)

 

6,317,113

Change in net unrealized appreciation (depreciation) on:

Investment securities

60,865,585

Assets and liabilities in foreign currencies

4,304

Total change in net unrealized appreciation (depreciation)

 

60,869,889

Net gain (loss)

67,187,002

Net increase (decrease) in net assets resulting from operations

$ 70,680,328

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,493,326

$ 1,377,708

Net realized gain (loss)

6,317,113

(833,212)

Change in net unrealized appreciation (depreciation)

60,869,889

11,226,981

Net increase (decrease) in net assets resulting
from operations

70,680,328

11,771,477

Distributions to shareholders from net investment income

(2,081,336)

(594,738)

Distributions to shareholders from net realized gain

(113,769)

(48,645)

Total distributions

(2,195,105)

(643,383)

Share transactions - net increase (decrease)

324,915,158

115,271,822

Redemption fees

31,216

5,972

Total increase (decrease) in net assets

393,431,597

126,405,888

 

 

 

Net Assets

Beginning of period

192,846,271

66,440,383

End of period (including undistributed net investment income of $2,476,993 and undistributed net investment income of $1,374,430, respectively)

$ 586,277,868

$ 192,846,271

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.91

$ 8.09

$ 8.38

$ 7.01

$ 5.46

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .08

  .08

  .05

  .05

Net realized and unrealized gain (loss)

  1.88

  .81

  (.31)

  1.39

  1.55

Total from investment operations

  1.96

  .89

  (.23)

  1.44

  1.60

Distributions from net investment income

  (.08)

  (.06)

  (.05)

  (.05)

  (.05)

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.03)

  -

Total distributions

  (.09)

  (.07)

  (.06)

  (.07) H

  (.05)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.78

$ 8.91

$ 8.09

$ 8.38

$ 7.01

Total Return A, B

  22.18%

  11.10%

  (2.76)%

  20.68%

  29.72%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.44%

  1.58%

  1.77%

  2.13%

  2.46%

Expenses net of fee waivers, if any

  1.43%

  1.45%

  1.45%

  1.50%

  1.50%

Expenses net of all reductions

  1.42%

  1.44%

  1.43%

  1.48%

  1.47%

Net investment income (loss)

  .80%

  .99%

  .92%

  .74%

  .85%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 74,595

$ 21,874

$ 6,352

$ 3,084

$ 1,452

Portfolio turnover rate E

  32%

  32%

  68%

  87%

  116%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.07 per share is comprised of distributions from net investment income of $.046 and distributions from net realized gain of $.025 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.89

$ 8.08

$ 8.38

$ 7.00

$ 5.45

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .05

  .06

  .06

  .04

  .03

Net realized and unrealized gain (loss)

  1.88

  .81

  (.31)

  1.39

  1.55

Total from investment operations

  1.93

  .87

  (.25)

  1.43

  1.58

Distributions from net investment income

  (.07)

  (.05)

  (.04)

  (.02)

  (.03)

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.03)

  -

Total distributions

  (.07) H

  (.06)

  (.05)

  (.05)

  (.03)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.75

$ 8.89

$ 8.08

$ 8.38

$ 7.00

Total Return A, B

  21.91%

  10.82%

  (3.03)%

  20.47%

  29.22%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.69%

  1.85%

  2.03%

  2.41%

  2.67%

Expenses net of fee waivers, if any

  1.69%

  1.70%

  1.70%

  1.75%

  1.75%

Expenses net of all reductions

  1.68%

  1.69%

  1.68%

  1.73%

  1.73%

Net investment income (loss)

  .54%

  .74%

  .67%

  .49%

  .59%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 23,118

$ 10,690

$ 2,917

$ 1,034

$ 532

Portfolio turnover rate E

  32%

  32%

  68%

  87%

  116%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.07 per share is comprised of distributions from net investment income of $.069 and distributions from net realized gain of $.005 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.88

$ 8.06

$ 8.36

$ 6.98

$ 5.42

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  - G

  .02

  .01

  - G

  .01

Net realized and unrealized gain (loss)

  1.89

  .80

  (.30)

  1.38

  1.55

Total from investment operations

  1.89

  .82

  (.29)

  1.38

  1.56

Distributions from net investment income

  (.03)

  -

  (.01)

  -

  -

Distributions from net realized gain

  (.01)

  -

  - G

  -

  -

Total distributions

  (.04)

  -

  (.01)

  -

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.73

$ 8.88

$ 8.06

$ 8.36

$ 6.98

Total Return A, B

  21.35%

  10.17%

  (3.47)%

  19.77%

  28.78%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.19%

  2.35%

  2.55%

  2.87%

  3.17%

Expenses net of fee waivers, if any

  2.18%

  2.20%

  2.20%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.19%

  2.18%

  2.23%

  2.23%

Net investment income (loss)

  .05%

  .24%

  .17%

  (.01)%

  .09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,579

$ 1,116

$ 473

$ 581

$ 328

Portfolio turnover rate E

  32%

  32%

  68%

  87%

  116%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.84

$ 8.03

$ 8.34

$ 6.98

$ 5.42

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .01

  .02

  .01

  - G

  .01

Net realized and unrealized gain (loss)

  1.87

  .80

  (.31)

  1.38

  1.55

Total from investment operations

  1.88

  .82

  (.30)

  1.38

  1.56

Distributions from net investment income

  (.02)

  (.01)

  (.01)

  -

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.02)

  -

Total distributions

  (.03)

  (.01) I

  (.01) H

  (.02)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.69

$ 8.84

$ 8.03

$ 8.34

$ 6.98

Total Return A, B

  21.29%

  10.27%

  (3.57)%

  19.82%

  28.78%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.19%

  2.33%

  2.52%

  2.89%

  3.21%

Expenses net of fee waivers, if any

  2.18%

  2.20%

  2.20%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.19%

  2.18%

  2.24%

  2.23%

Net investment income (loss)

  .05%

  .24%

  .17%

  (.01)%

  .09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 17,196

$ 5,648

$ 2,767

$ 1,261

$ 780

Portfolio turnover rate E

  32%

  32%

  68%

  87%

  116%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.01 per share is comprised of distributions from net investment income of $.008 and distributions from net realized gain of $.005 per share.

I Total distributions of $.01 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $.006 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Growth

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.95

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .11

  .10

  .07

  .06

Net realized and unrealized gain (loss)

  1.88

  .81

  (.30)

  1.39

  1.54

Total from investment operations

  1.99

  .92

  (.20)

  1.46

  1.60

Distributions from net investment income

  (.10)

  (.08)

  (.07)

  (.06)

  (.06)

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.03)

  -

Total distributions

  (.10) H

  (.09)

  (.08)

  (.08) G

  (.06)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.84

$ 8.95

$ 8.12

$ 8.40

$ 7.02

Total Return A

  22.48%

  11.41%

  (2.47)%

  20.97%

  29.77%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.13%

  1.28%

  1.52%

  1.89%

  2.19%

Expenses net of fee waivers, if any

  1.13%

  1.20%

  1.20%

  1.25%

  1.25%

Expenses net of all reductions

  1.11%

  1.19%

  1.18%

  1.23%

  1.23%

Net investment income (loss)

  1.11%

  1.24%

  1.17%

  .99%

  1.09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 430,914

$ 149,526

$ 53,437

$ 28,454

$ 18,254

Portfolio turnover rate D

  32%

  32%

  68%

  87%

  116%

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 $.08 per share is comprised of distributions from net investment income of $.057 and distributions from net realized gain of $.025 per share.

H Total distributions of $.10 per share is comprised of distributions from net investment income of $.097 and distributions from net realized gain of $.005 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.94

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .10

  .10

  .07

  .06

Net realized and unrealized gain (loss)

  1.90

  .81

  (.30)

  1.39

  1.54

Total from investment operations

  2.01

  .91

  (.20)

  1.46

  1.60

Distributions from net investment income

  (.10)

  (.08)

  (.07)

  (.06)

  (.06)

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.03)

  -

Total distributions

  (.11)

  (.09)

  (.08)

  (.08) G

  (.06)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.84

$ 8.94

$ 8.12

$ 8.40

$ 7.02

Total Return A

  22.66%

  11.28%

  (2.47)%

  20.97%

  29.77%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.11%

  1.27%

  1.50%

  1.92%

  2.01%

Expenses net of fee waivers, if any

  1.11%

  1.20%

  1.20%

  1.25%

  1.25%

Expenses net of all reductions

  1.09%

  1.19%

  1.18%

  1.23%

  1.23%

Net investment income (loss)

  1.13%

  1.24%

  1.17%

  .99%

  1.09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 38,771

$ 3,992

$ 493

$ 113

$ 36

Portfolio turnover rate D

  32%

  32%

  68%

  87%

  116%

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 $.08 per share is comprised of distributions from net investment income of $.057 and distributions from net realized gain of $.025 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class Z

Year ended October 31,

2013 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.26

Income from Investment Operations

 

Net investment income (loss) D

  .02

Net realized and unrealized gain (loss)

  .56

Total from investment operations

  .58

Redemption fees added to paid in capital D, I

  -

Net asset value, end of period

$ 10.84

Total Return B, C

  5.65%

Ratios to Average Net Assets E, H

 

Expenses before reductions

  .94% A

Expenses net of fee waivers, if any

  .94% A

Expenses net of all reductions

  .93% A

Net investment income (loss)

  .65% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 106

Portfolio turnover rate F

  32%

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 August 13, 2013 (commencement of sale of shares) to October 31, 2013.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity International Growth Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund commenced sale of Class Z shares on August 13, 2013. The Fund offers Class A, Class T, Class C, International Growth, Institutional Class and Class Z 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 which 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

Annual Report

3. Significant Accounting Policies - continued

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 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. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense

Annual Report

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

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.

Book-tax differences are primarily due to futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), partnerships, capital loss carryforwards, and losses deferred due to wash sales.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 77,456,036

Gross unrealized depreciation

(6,897,408)

Net unrealized appreciation (depreciation) on securities and other investments

$ 70,558,628

 

 

Tax Cost

$ 533,961,209

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 2,476,993

Undistributed long-term capital gain

$ 516,487

Net unrealized appreciation (depreciation)

$ 70,555,556

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 2,195,105

$ 643,383

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.

Annual Report

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.

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

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

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.

During the period the Fund recognized net realized gain (loss) of $(517,867) related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $423,057,094 and $105,902,960, 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 International Growth 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 .75% 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.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%

$ 111,996

$ 3,731

Class T

.25%

.25%

74,898

-

Class B

.75%

.25%

12,264

9,227

Class C

.75%

.25%

113,336

38,127

 

 

 

$ 312,494

$ 51,085

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

$ 55,379

Class T

12,148

Class B*

741

Class C*

2,285

 

$ 70,553

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales
are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class Z. FIIOC receives an asset-based fee of

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

Class Z'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

Class A

$ 133,141

.29

Class T

45,948

.30

Class B

3,660

.30

Class C

33,951

.30

International Growth

618,957

.24

Institutional Class

30,066

.22

Class Z

11

.05*

 

$ 865,734

 

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. 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 $2,164 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 $647 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

Annual Report

8. Security Lending - continued

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. The value of securities loaned to FCM at period end was $812,318. 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 $209,783, including $4,235 from securities loaned to FCM.

9. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Class A, Class T, Class B, Class C, International Growth and Institutional Class operating expenses. During the period, this reimbursement reduced expenses as follows:

 

Reimbursement

Class A

$ 1,675

Class T

515

Class B

36

Class C

417

International Growth

10,450

Institutional Class

831

 

$ 13,924

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $1,356.

Annual Report

Notes to Financial Statements - continued

9. Expense Reductions - continued

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 $46,315 for the period.

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

$ 226,330

$ 50,503

Class T

86,155

18,666

Class B

4,290

-

Class C

14,481

2,205

International Growth

1,698,830

516,958

Institutional Class

51,250

6,406

Total

$ 2,081,336

$ 594,738

From net realized gain

 

 

Class A

$ 13,472

$ 4,810

Class T

6,243

2,196

Class B

631

-

Class C

3,291

1,890

International Growth

87,569

39,262

Institutional Class

2,563

487

Total

$ 113,769

$ 48,645

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013 A

2012

2013 A

2012

Class A

 

 

 

 

Shares sold

5,907,169

1,901,699

$ 58,500,264

$ 16,560,116

Reinvestment of distributions

24,178

5,422

218,566

42,831

Shares redeemed

(1,466,703)

(236,851)

(14,226,261)

(2,015,265)

Net increase (decrease)

4,464,644

1,670,270

$ 44,492,569

$ 14,587,682

Class T

 

 

 

 

Shares sold

1,144,706

941,446

$ 11,429,141

$ 8,178,600

Reinvestment of distributions

10,086

2,626

91,076

20,742

Shares redeemed

(206,178)

(102,766)

(2,020,899)

(866,637)

Net increase (decrease)

948,614

841,306

$ 9,499,318

$ 7,332,705

Annual Report

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013 A

2012

2013 A

2012

Class B

 

 

 

 

Shares sold

70,442

92,865

$ 702,618

$ 806,549

Reinvestment of distributions

531

-

4,806

-

Shares redeemed

(49,437)

(25,954)

(483,935)

(218,180)

Net increase (decrease)

21,536

66,911

$ 223,489

$ 588,369

Class C

 

 

 

 

Shares sold

1,392,365

400,291

$ 13,520,584

$ 3,375,948

Reinvestment of distributions

1,911

510

17,237

4,026

Shares redeemed

(424,469)

(106,475)

(4,120,400)

(879,489)

Net increase (decrease)

969,807

294,326

$ 9,417,421

$ 2,500,485

International Growth

 

 

 

 

Shares sold

29,198,608

13,301,892

$ 290,678,738

$ 114,028,412

Reinvestment of distributions

192,126

68,821

1,742,585

544,378

Shares redeemed

(6,365,570)

(3,238,606)

(62,814,771)

(27,713,258)

Net increase (decrease)

23,025,164

10,132,107

$ 229,606,552

$ 86,859,532

Institutional Class

 

 

 

 

Shares sold

3,568,741

438,656

$ 35,951,935

$ 3,841,370

Reinvestment of distributions

5,682

655

51,476

5,178

Shares redeemed

(443,392)

(53,696)

(4,427,602)

(443,499)

Net increase (decrease)

3,131,031

385,615

$ 31,575,809

$ 3,403,049

Class Z

 

 

 

 

Shares sold

9,747

-

$ 100,000

$ -

Reinvestment of distributions

-

-

-

-

Shares redeemed

-

-

-

-

Net increase (decrease)

9,747

-

$ 100,000

$ -

A Share transactions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to October 31, 2013.

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity International Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity International Growth Fund (a fund of Fidelity Investment Trust) at October 31, 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 periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity International Growth Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 11, 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.

Annual Report

Trustees and Officers - continued

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 1-800-544-8544.

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 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 International Growth Fund voted to pay on December 9, 2013, to shareholders of record at the opening of business on December 6, 2013, a distribution of $0.009 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.050 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2013, $585,832, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 12% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% of the dividends distributed in December 2012 during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

International Growth Fund

12/10/2012

$0.050

$0.0053

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 International Growth Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Growth Fund

igf3339322

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 International Growth Fund

igf3339324

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A and the retail class ranked below its competitive median for 2012 and the total expense ratio of each of Class T, Class B, 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.

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class B, Class C, Institutional Class, and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.45%, 1.70%, 2.20%, 2.20%, 1.20%, and 1.20% through December 31, 2013.

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.

Annual Report

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.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

Annual Report

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends 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 Investments (Japan) Limited

FIL Investment Advisors (U.K.) Ltd.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agent

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Quincy, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-8888

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) igf3339326
1-800-544-5555

igf3339326
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

IGF-UANN-1213
1.912349.103

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

International Growth

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®
International Growth Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Life of
fund
A

  Class A (incl. 5.75% sales charge)

15.15%

14.26%

1.03%

  Class T (incl. 3.50% sales charge)

17.65%

14.50%

1.17%

  Class B (incl. contingent deferred sales charge) B

16.35%

14.53%

1.12%

  Class C (incl. contingent deferred sales charge) C

20.29%

14.76%

1.27%

A From November 1, 2007.

B Class B shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 5%, 2%, and 1%, respectively.

C Class C shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Growth Fund - Class A on November 1, 2007, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Growth Index performed over the same period.

aig3506518

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 Jed Weiss, Portfolio Manager of Fidelity Advisor® International Growth Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned 22.18%, 21.91%, 21.35% and 21.29%, respectively (excluding sales charges), trailing the 26.07% advance of the MSCI® EAFE® Growth Index. Versus the index, picks in emerging markets were a big detractor. A combination of underweighting Europe and disappointing security selection here also hurt, even as Dutch semiconductor equipment company ASML Holding made an outsized individual contribution. Stock picking in Canada detracted, with out-of-index mining companies Goldcorp and Agnico Eagle Mines suffering from falling gold prices. I ultimately sold both stocks. A moderate cash position curbed performance in an up market. On the positive side, stock picking in Hong Kong was helpful - especially positions in casino gaming companies Sands China and Wynn Macau - as was underweighting poor-performing Australia. Another contributor was the fund's out-of-benchmark holdings in companies headquartered in the U.S. but doing all or most of their business abroad. In strong-performing Japan, the impact was mixed, with a detrimental underweighting but favorable stock picking. In this market, the fund's biggest individual detractor was automaker Toyota Motor. Instead of owning this outperforming benchmark component, we held DENSO, a parts supplier whose largest customer is Toyota and whose strong performance tempered the latter's negative relative impact.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2013 to October 31, 2013) for Class A, Class T, Class B, Class C, International Growth and Institutional Class and for the period (August 13, 2013 to October 31, 2013) for Class Z. The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year 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.

Annual Report

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Annualized
Expense Ratio
B

Beginning
Account Value

Ending
Account Value
October 31, 2013

Expenses Paid
During Period

Class A

1.44%

 

 

 

Actual

 

$ 1,000.00

$ 1,067.30

$ 7.50 C

Hypothetical A

 

$ 1,000.00

$ 1,017.95

$ 7.32 D

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,066.50

$ 8.85 C

Hypothetical A

 

$ 1,000.00

$ 1,016.64

$ 8.64 D

Class B

2.18%

 

 

 

Actual

 

$ 1,000.00

$ 1,063.40

$ 11.34 C

Hypothetical A

 

$ 1,000.00

$ 1,014.22

$ 11.07 D

Class C

2.18%

 

 

 

Actual

 

$ 1,000.00

$ 1,063.70

$ 11.34 C

Hypothetical A

 

$ 1,000.00

$ 1,014.22

$ 11.07 D

International Growth

1.11%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.00

$ 5.79 C

Hypothetical A

 

$ 1,000.00

$ 1,019.61

$ 5.65 D

Institutional Class

1.11%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.00

$ 5.79 C

Hypothetical A

 

$ 1,000.00

$ 1,019.61

$ 5.65 D

Class Z

.94%

 

 

 

Actual

 

$ 1,000.00

$ 1,056.50

$ 2.12 C

Hypothetical A

 

$ 1,000.00

$ 1,020.47

$ 4.79 D

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

C Actual 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) for Class A, Class T, Class B, Class C, International Growth and Institutional Class and multiplied by 80/365 (to reflect the period August 13, 2013 to October 31, 2013) for Class Z. The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report

Shareholder Expense Example - continued

D Hypothetical 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). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

aig3506520

United Kingdom 17.6%

 

aig3506522

Japan 16.6%

 

aig3506524

United States of America* 14.9%

 

aig3506526

Switzerland 12.4%

 

aig3506528

Sweden 5.7%

 

aig3506530

Belgium 4.8%

 

aig3506532

Germany 4.4%

 

aig3506534

Australia 3.2%

 

aig3506536

France 3.2%

 

aig3506538

Other 17.2%

 

aig3506540

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities).

As of April 30, 2013

aig3506520

United Kingdom 18.3%

 

aig3506522

United States of America* 16.4%

 

aig3506524

Japan 12.5%

 

aig3506526

Switzerland 10.7%

 

aig3506528

Sweden 5.4%

 

aig3506530

Belgium 4.5%

 

aig3506532

France 4.0%

 

aig3506534

Australia 3.8%

 

aig3506536

Germany 3.1%

 

aig3506538

Other 21.3%

 

aig3506552

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities).

Asset Allocation as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

97.9

98.6

Short-Term Investments and Net Other Assets (Liabilities)

2.1

1.4

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)

4.3

5.2

Anheuser-Busch InBev SA NV (Belgium, Beverages)

3.5

3.6

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

3.3

2.5

DENSO Corp. (Japan, Auto Components)

3.0

2.2

UBS AG (NY Shares) (Switzerland, Capital Markets)

2.2

1.9

Linde AG (Germany, Chemicals)

2.2

2.3

Keyence Corp. (Japan, Electronic Equipment & Components)

2.0

1.3

Prudential PLC (United Kingdom, Insurance)

1.9

0.0

SABMiller PLC (United Kingdom, Beverages)

1.8

2.1

Novo Nordisk A/S Series B sponsored ADR (Denmark, Pharmaceuticals)

1.8

2.5

 

26.0

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Staples

19.7

24.3

Consumer Discretionary

17.1

16.2

Financials

15.0

11.3

Industrials

14.3

15.1

Health Care

11.9

11.2

Materials

7.7

10.4

Information Technology

7.5

6.7

Energy

3.0

3.4

Telecommunication Services

1.7

0.0

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 97.9%

Shares

Value

Australia - 3.2%

Coca-Cola Amatil Ltd.

391,434

$ 4,772,534

CSL Ltd.

141,073

9,266,793

Sydney Airport unit

643,558

2,548,605

Transurban Group unit

347,528

2,332,109

TOTAL AUSTRALIA

18,920,041

Austria - 1.1%

Andritz AG

103,997

6,406,331

Bailiwick of Jersey - 0.5%

Informa PLC

301,577

2,705,454

Belgium - 4.8%

Anheuser-Busch InBev SA NV

197,091

20,431,189

KBC Groupe SA

83,619

4,558,378

Umicore SA

64,664

3,084,767

TOTAL BELGIUM

28,074,334

Bermuda - 0.4%

Lazard Ltd. Class A

65,192

2,519,671

Cayman Islands - 2.6%

Sands China Ltd.

1,287,200

9,148,036

Wynn Macau Ltd.

1,650,400

6,332,955

TOTAL CAYMAN ISLANDS

15,480,991

Denmark - 1.8%

Novo Nordisk A/S Series B sponsored ADR

62,800

10,466,876

Finland - 0.9%

Nokian Tyres PLC

100,408

5,080,980

France - 3.2%

Danone SA

80,652

5,981,177

Remy Cointreau SA

26,787

2,643,375

Safran SA

94,400

6,033,678

Sanofi SA

38,874

4,144,872

TOTAL FRANCE

18,803,102

Germany - 4.4%

Bayer AG

65,700

8,165,750

Deutsche Bank AG

51,320

2,480,253

Deutsche Bank AG (NY Shares)

800

38,656

Linde AG

67,141

12,757,939

Siemens AG sponsored ADR

20,000

2,560,200

TOTAL GERMANY

26,002,798

Common Stocks - continued

Shares

Value

India - 0.3%

Housing Development Finance Corp. Ltd.

133,476

$ 1,852,016

Ireland - 1.7%

CRH PLC sponsored ADR

185,366

4,537,760

James Hardie Industries PLC:

CDI

35,635

368,127

sponsored ADR (d)

96,000

4,999,680

TOTAL IRELAND

9,905,567

Israel - 0.3%

Azrieli Group

44,900

1,443,930

Italy - 0.9%

Interpump Group SpA

160,651

1,788,616

Prada SpA

325,300

3,172,021

TOTAL ITALY

4,960,637

Japan - 16.6%

AEON Mall Co. Ltd.

101,810

2,891,503

Aozora Bank Ltd.

861,000

2,502,957

Autobacs Seven Co. Ltd.

60,100

876,287

DENSO Corp.

366,500

17,617,075

East Japan Railway Co.

16,900

1,468,115

Fanuc Corp.

31,700

5,084,924

Fast Retailing Co. Ltd.

18,300

6,159,998

Japan Tobacco, Inc.

166,700

6,031,820

Keyence Corp.

27,462

11,769,939

Mitsui Fudosan Co. Ltd.

267,000

8,844,617

Nomura Holdings, Inc.

187,300

1,383,591

Seven Bank Ltd.

808,300

2,860,781

Shinsei Bank Ltd.

1,457,000

3,411,283

SHO-BOND Holdings Co. Ltd.

65,000

3,043,777

SoftBank Corp.

134,600

10,051,781

Unicharm Corp.

54,500

3,500,476

USS Co. Ltd.

458,700

6,717,431

Yamato Kogyo Co. Ltd.

86,100

3,191,228

TOTAL JAPAN

97,407,583

Mexico - 0.3%

Fomento Economico Mexicano S.A.B. de CV sponsored ADR

20,755

1,936,442

Common Stocks - continued

Shares

Value

Netherlands - 1.7%

ASML Holding NV

56,278

$ 5,326,150

ING Groep NV (Certificaten Van Aandelen) (a)

366,557

4,658,106

TOTAL NETHERLANDS

9,984,256

Portugal - 0.8%

Jeronimo Martins SGPS SA

265,152

4,899,738

South Africa - 0.5%

Clicks Group Ltd.

444,126

2,767,285

Spain - 1.9%

Inditex SA (d)

59,146

9,716,963

Prosegur Compania de Seguridad SA (Reg.)

236,849

1,408,528

TOTAL SPAIN

11,125,491

Sweden - 5.7%

ASSA ABLOY AB (B Shares)

138,561

6,878,816

Atlas Copco AB (A Shares)

240,809

6,681,655

Fagerhult AB

49,496

1,520,004

H&M Hennes & Mauritz AB (B Shares)

182,130

7,869,754

Intrum Justitia AB

91,200

2,427,759

SKF AB (B Shares)

153,717

4,072,995

Svenska Handelsbanken AB (A Shares)

72,940

3,304,787

Swedish Match Co. AB

17,272

569,865

TOTAL SWEDEN

33,325,635

Switzerland - 12.4%

Credit Suisse Group

74,858

2,328,680

Nestle SA

345,971

24,973,553

Novartis AG

75,374

5,850,725

Roche Holding AG (participation certificate)

70,213

19,438,481

Schindler Holding AG:

(participation certificate)

25,471

3,612,848

(Reg.)

6,190

880,046

Swatch Group AG (Bearer)

4,040

2,584,692

UBS AG (NY Shares)

661,761

12,811,693

TOTAL SWITZERLAND

72,480,718

Turkey - 1.5%

Coca-Cola Icecek A/S

142,997

4,100,978

Tupras Turkiye Petrol Rafinelleri A/S

100,687

2,284,845

Turkiye Garanti Bankasi A/S

640,500

2,579,647

TOTAL TURKEY

8,965,470

Common Stocks - continued

Shares

Value

United Kingdom - 17.6%

Babcock International Group PLC

196,200

$ 4,010,985

Barclays PLC sponsored ADR (d)

225,966

3,798,488

BG Group PLC

466,755

9,530,810

BHP Billiton PLC ADR (d)

71,700

4,419,588

GlaxoSmithKline PLC sponsored ADR

175,500

9,236,565

InterContinental Hotel Group PLC ADR (d)

230,330

6,760,186

Johnson Matthey PLC

116,777

5,624,697

Prudential PLC

539,714

11,037,564

Reckitt Benckiser Group PLC (d)

115,645

8,989,413

Rexam PLC

380,064

3,165,805

Rolls-Royce Group PLC

458,237

8,449,478

Rotork PLC

84,800

3,892,773

SABMiller PLC

202,866

10,584,460

Serco Group PLC

345,718

3,087,586

Shaftesbury PLC

154,533

1,471,803

Standard Chartered PLC (United Kingdom)

334,991

8,054,183

Unite Group PLC

197,400

1,253,384

TOTAL UNITED KINGDOM

103,367,768

United States of America - 12.8%

Autoliv, Inc.

67,069

5,984,567

Berkshire Hathaway, Inc. Class B (a)

19,184

2,207,695

BorgWarner, Inc.

58,796

6,063,631

Cummins, Inc.

26,082

3,312,936

FMC Technologies, Inc. (a)

49,152

2,484,634

Google, Inc. Class A (a)

2,863

2,950,551

KLA-Tencor Corp.

42,680

2,799,808

Martin Marietta Materials, Inc.

31,700

3,109,453

MasterCard, Inc. Class A

11,450

8,210,795

Mead Johnson Nutrition Co. Class A

76,944

6,283,247

Mohawk Industries, Inc. (a)

22,400

2,966,208

National Oilwell Varco, Inc.

40,272

3,269,281

Philip Morris International, Inc.

43,808

3,904,169

PriceSmart, Inc.

24,500

2,787,855

ResMed, Inc. (d)

60,700

3,140,618

Solera Holdings, Inc.

46,189

2,596,746

SS&C Technologies Holdings, Inc. (a)

66,200

2,601,660

Common Stocks - continued

Shares

Value

United States of America - continued

Union Pacific Corp.

16,300

$ 2,467,820

Visa, Inc. Class A

39,975

7,861,883

TOTAL UNITED STATES OF AMERICA

75,003,557

TOTAL COMMON STOCKS

(Cost $503,021,258)


573,886,671

Nonconvertible Preferred Stocks - 0.0%

 

 

 

 

United Kingdom - 0.0%

Rolls-Royce Group PLC Series C
(Cost $61,249)

37,731,382


60,499

Money Market Funds - 5.2%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)

14,095,092

14,095,092

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

16,477,575

16,477,575

TOTAL MONEY MARKET FUNDS

(Cost $30,572,667)


30,572,667

TOTAL INVESTMENT PORTFOLIO - 103.1%

(Cost $533,655,174)

604,519,837

NET OTHER ASSETS (LIABILITIES) - (3.1)%

(18,241,969)

NET ASSETS - 100%

$ 586,277,868

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

$ 13,543

Fidelity Securities Lending Cash Central Fund

209,783

Total

$ 223,326

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

$ 99,756,238

$ 68,385,447

$ 31,370,791

$ -

Consumer Staples

115,157,576

60,220,538

54,937,038

-

Energy

17,569,570

17,569,570

-

-

Financials

88,293,666

45,894,331

42,399,335

-

Health Care

69,710,680

59,715,083

9,995,597

-

Industrials

84,031,083

74,434,267

9,596,816

-

Information Technology

44,117,532

32,347,593

11,769,939

-

Materials

45,259,044

42,067,816

3,191,228

-

Telecommunication Services

10,051,781

-

10,051,781

-

Money Market Funds

30,572,667

30,572,667

-

-

Total Investments in Securities:

$ 604,519,837

$ 431,207,312

$ 173,312,525

$ -

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

$ 27,145,883

Level 2 to Level 1

$ 0

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $15,812,983) - See accompanying schedule:

Unaffiliated issuers (cost $503,082,507)

$ 573,947,170

 

Fidelity Central Funds (cost $30,572,667)

30,572,667

 

Total Investments (cost $533,655,174)

 

$ 604,519,837

Cash

 

7,981

Receivable for investments sold

2,362,573

Receivable for fund shares sold

3,194,486

Dividends receivable

767,973

Distributions receivable from Fidelity Central Funds

6,838

Prepaid expenses

1,720

Other receivables

13,074

Total assets

610,874,482

 

 

 

Liabilities

Payable for investments purchased

$ 7,134,028

Payable for fund shares redeemed

414,036

Accrued management fee

337,239

Distribution and service plan fees payable

38,773

Other affiliated payables

125,190

Other payables and accrued expenses

69,773

Collateral on securities loaned, at value

16,477,575

Total liabilities

24,596,614

 

 

 

Net Assets

$ 586,277,868

Net Assets consist of:

 

Paid in capital

$ 512,728,833

Undistributed net investment income

2,476,993

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

210,451

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

70,861,591

Net Assets

$ 586,277,868

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($74,594,798 ÷ 6,919,905 shares)

$ 10.78

 

 

 

Maximum offering price per share (100/94.25 of $10.78)

$ 11.44

Class T:
Net Asset Value
and redemption price per share ($23,117,780 ÷ 2,150,794 shares)

$ 10.75

 

 

 

Maximum offering price per share (100/96.50 of $10.75)

$ 11.14

Class B:
Net Asset Value
and offering price per share ($1,578,643 ÷ 147,175 shares)A

$ 10.73

 

 

 

Class C:
Net Asset Value
and offering price per share ($17,196,098 ÷ 1,608,592 shares)A

$ 10.69

 

 

 

 

 

 

International Growth:
Net Asset Value
, offering price and redemption price per share ($430,913,552 ÷ 39,735,803 shares)

$ 10.84

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($38,771,323 ÷ 3,577,332 shares)

$ 10.84

 

 

 

Class Z:
Net Asset Value
, offering price and redemption price per share ($105,674 ÷ 9,747 shares)

$ 10.84

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 8,033,314

Interest

 

4

Income from Fidelity Central Funds

 

223,326

Income before foreign taxes withheld

 

8,256,644

Less foreign taxes withheld

 

(549,023)

Total income

 

7,707,621

 

 

 

Expenses

Management fee
Basic fee

$ 2,422,146

Performance adjustment

192,757

Transfer agent fees

865,734

Distribution and service plan fees

312,494

Accounting and security lending fees

180,016

Custodian fees and expenses

82,662

Independent trustees' compensation

1,736

Registration fees

145,304

Audit

70,606

Legal

656

Miscellaneous

1,779

Total expenses before reductions

4,275,890

Expense reductions

(61,595)

4,214,295

Net investment income (loss)

3,493,326

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

6,727,492

Foreign currency transactions

107,488

Futures contracts

(517,867)

Total net realized gain (loss)

 

6,317,113

Change in net unrealized appreciation (depreciation) on:

Investment securities

60,865,585

Assets and liabilities in foreign currencies

4,304

Total change in net unrealized appreciation (depreciation)

 

60,869,889

Net gain (loss)

67,187,002

Net increase (decrease) in net assets resulting from operations

$ 70,680,328

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)

$ 3,493,326

$ 1,377,708

Net realized gain (loss)

6,317,113

(833,212)

Change in net unrealized appreciation (depreciation)

60,869,889

11,226,981

Net increase (decrease) in net assets resulting
from operations

70,680,328

11,771,477

Distributions to shareholders from net investment income

(2,081,336)

(594,738)

Distributions to shareholders from net realized gain

(113,769)

(48,645)

Total distributions

(2,195,105)

(643,383)

Share transactions - net increase (decrease)

324,915,158

115,271,822

Redemption fees

31,216

5,972

Total increase (decrease) in net assets

393,431,597

126,405,888

 

 

 

Net Assets

Beginning of period

192,846,271

66,440,383

End of period (including undistributed net investment income of $2,476,993 and undistributed net investment income of $1,374,430, respectively)

$ 586,277,868

$ 192,846,271

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.91

$ 8.09

$ 8.38

$ 7.01

$ 5.46

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .08

  .08

  .05

  .05

Net realized and unrealized gain (loss)

  1.88

  .81

  (.31)

  1.39

  1.55

Total from investment operations

  1.96

  .89

  (.23)

  1.44

  1.60

Distributions from net investment income

  (.08)

  (.06)

  (.05)

  (.05)

  (.05)

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.03)

  -

Total distributions

  (.09)

  (.07)

  (.06)

  (.07) H

  (.05)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.78

$ 8.91

$ 8.09

$ 8.38

$ 7.01

Total Return A, B

  22.18%

  11.10%

  (2.76)%

  20.68%

  29.72%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.44%

  1.58%

  1.77%

  2.13%

  2.46%

Expenses net of fee waivers, if any

  1.43%

  1.45%

  1.45%

  1.50%

  1.50%

Expenses net of all reductions

  1.42%

  1.44%

  1.43%

  1.48%

  1.47%

Net investment income (loss)

  .80%

  .99%

  .92%

  .74%

  .85%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 74,595

$ 21,874

$ 6,352

$ 3,084

$ 1,452

Portfolio turnover rate E

  32%

  32%

  68%

  87%

  116%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.07 per share is comprised of distributions from net investment income of $.046 and distributions from net realized gain of $.025 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.89

$ 8.08

$ 8.38

$ 7.00

$ 5.45

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .05

  .06

  .06

  .04

  .03

Net realized and unrealized gain (loss)

  1.88

  .81

  (.31)

  1.39

  1.55

Total from investment operations

  1.93

  .87

  (.25)

  1.43

  1.58

Distributions from net investment income

  (.07)

  (.05)

  (.04)

  (.02)

  (.03)

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.03)

  -

Total distributions

  (.07) H

  (.06)

  (.05)

  (.05)

  (.03)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.75

$ 8.89

$ 8.08

$ 8.38

$ 7.00

Total Return A, B

  21.91%

  10.82%

  (3.03)%

  20.47%

  29.22%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.69%

  1.85%

  2.03%

  2.41%

  2.67%

Expenses net of fee waivers, if any

  1.69%

  1.70%

  1.70%

  1.75%

  1.75%

Expenses net of all reductions

  1.68%

  1.69%

  1.68%

  1.73%

  1.73%

Net investment income (loss)

  .54%

  .74%

  .67%

  .49%

  .59%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 23,118

$ 10,690

$ 2,917

$ 1,034

$ 532

Portfolio turnover rate E

  32%

  32%

  68%

  87%

  116%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.07 per share is comprised of distributions from net investment income of $.069 and distributions from net realized gain of $.005 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.88

$ 8.06

$ 8.36

$ 6.98

$ 5.42

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  - G

  .02

  .01

  - G

  .01

Net realized and unrealized gain (loss)

  1.89

  .80

  (.30)

  1.38

  1.55

Total from investment operations

  1.89

  .82

  (.29)

  1.38

  1.56

Distributions from net investment income

  (.03)

  -

  (.01)

  -

  -

Distributions from net realized gain

  (.01)

  -

  - G

  -

  -

Total distributions

  (.04)

  -

  (.01)

  -

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.73

$ 8.88

$ 8.06

$ 8.36

$ 6.98

Total Return A, B

  21.35%

  10.17%

  (3.47)%

  19.77%

  28.78%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.19%

  2.35%

  2.55%

  2.87%

  3.17%

Expenses net of fee waivers, if any

  2.18%

  2.20%

  2.20%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.19%

  2.18%

  2.23%

  2.23%

Net investment income (loss)

  .05%

  .24%

  .17%

  (.01)%

  .09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,579

$ 1,116

$ 473

$ 581

$ 328

Portfolio turnover rate E

  32%

  32%

  68%

  87%

  116%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.84

$ 8.03

$ 8.34

$ 6.98

$ 5.42

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .01

  .02

  .01

  - G

  .01

Net realized and unrealized gain (loss)

  1.87

  .80

  (.31)

  1.38

  1.55

Total from investment operations

  1.88

  .82

  (.30)

  1.38

  1.56

Distributions from net investment income

  (.02)

  (.01)

  (.01)

  -

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.02)

  -

Total distributions

  (.03)

  (.01) I

  (.01) H

  (.02)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.69

$ 8.84

$ 8.03

$ 8.34

$ 6.98

Total Return A, B

  21.29%

  10.27%

  (3.57)%

  19.82%

  28.78%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.19%

  2.33%

  2.52%

  2.89%

  3.21%

Expenses net of fee waivers, if any

  2.18%

  2.20%

  2.20%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.19%

  2.18%

  2.24%

  2.23%

Net investment income (loss)

  .05%

  .24%

  .17%

  (.01)%

  .09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 17,196

$ 5,648

$ 2,767

$ 1,261

$ 780

Portfolio turnover rate E

  32%

  32%

  68%

  87%

  116%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.01 per share is comprised of distributions from net investment income of $.008 and distributions from net realized gain of $.005 per share.

I Total distributions of $.01 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $.006 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Growth

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.95

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .11

  .10

  .07

  .06

Net realized and unrealized gain (loss)

  1.88

  .81

  (.30)

  1.39

  1.54

Total from investment operations

  1.99

  .92

  (.20)

  1.46

  1.60

Distributions from net investment income

  (.10)

  (.08)

  (.07)

  (.06)

  (.06)

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.03)

  -

Total distributions

  (.10) H

  (.09)

  (.08)

  (.08) G

  (.06)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.84

$ 8.95

$ 8.12

$ 8.40

$ 7.02

Total Return A

  22.48%

  11.41%

  (2.47)%

  20.97%

  29.77%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.13%

  1.28%

  1.52%

  1.89%

  2.19%

Expenses net of fee waivers, if any

  1.13%

  1.20%

  1.20%

  1.25%

  1.25%

Expenses net of all reductions

  1.11%

  1.19%

  1.18%

  1.23%

  1.23%

Net investment income (loss)

  1.11%

  1.24%

  1.17%

  .99%

  1.09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 430,914

$ 149,526

$ 53,437

$ 28,454

$ 18,254

Portfolio turnover rate D

  32%

  32%

  68%

  87%

  116%

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 $.08 per share is comprised of distributions from net investment income of $.057 and distributions from net realized gain of $.025 per share.

H Total distributions of $.10 per share is comprised of distributions from net investment income of $.097 and distributions from net realized gain of $.005 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.94

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .10

  .10

  .07

  .06

Net realized and unrealized gain (loss)

  1.90

  .81

  (.30)

  1.39

  1.54

Total from investment operations

  2.01

  .91

  (.20)

  1.46

  1.60

Distributions from net investment income

  (.10)

  (.08)

  (.07)

  (.06)

  (.06)

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.03)

  -

Total distributions

  (.11)

  (.09)

  (.08)

  (.08) G

  (.06)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.84

$ 8.94

$ 8.12

$ 8.40

$ 7.02

Total Return A

  22.66%

  11.28%

  (2.47)%

  20.97%

  29.77%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.11%

  1.27%

  1.50%

  1.92%

  2.01%

Expenses net of fee waivers, if any

  1.11%

  1.20%

  1.20%

  1.25%

  1.25%

Expenses net of all reductions

  1.09%

  1.19%

  1.18%

  1.23%

  1.23%

Net investment income (loss)

  1.13%

  1.24%

  1.17%

  .99%

  1.09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 38,771

$ 3,992

$ 493

$ 113

$ 36

Portfolio turnover rate D

  32%

  32%

  68%

  87%

  116%

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 $.08 per share is comprised of distributions from net investment income of $.057 and distributions from net realized gain of $.025 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class Z

Year ended October 31,

2013 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.26

Income from Investment Operations

 

Net investment income (loss) D

  .02

Net realized and unrealized gain (loss)

  .56

Total from investment operations

  .58

Redemption fees added to paid in capital D, I

  -

Net asset value, end of period

$ 10.84

Total Return B, C

  5.65%

Ratios to Average Net Assets E, H

 

Expenses before reductions

  .94% A

Expenses net of fee waivers, if any

  .94% A

Expenses net of all reductions

  .93% A

Net investment income (loss)

  .65% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 106

Portfolio turnover rate F

  32%

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 August 13, 2013 (commencement of sale of shares) to October 31, 2013.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity International Growth Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund commenced sale of Class Z shares on August 13, 2013. The Fund offers Class A, Class T, Class C, International Growth, Institutional Class and Class Z 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 which 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

Annual Report

3. Significant Accounting Policies - continued

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 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. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense

Annual Report

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

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.

Book-tax differences are primarily due to futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), partnerships, capital loss carryforwards, and losses deferred due to wash sales.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 77,456,036

Gross unrealized depreciation

(6,897,408)

Net unrealized appreciation (depreciation) on securities and other investments

$ 70,558,628

 

 

Tax Cost

$ 533,961,209

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 2,476,993

Undistributed long-term capital gain

$ 516,487

Net unrealized appreciation (depreciation)

$ 70,555,556

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 2,195,105

$ 643,383

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.

Annual Report

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.

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

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

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.

During the period the Fund recognized net realized gain (loss) of $(517,867) related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $423,057,094 and $105,902,960, 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 International Growth 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 .75% 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.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%

$ 111,996

$ 3,731

Class T

.25%

.25%

74,898

-

Class B

.75%

.25%

12,264

9,227

Class C

.75%

.25%

113,336

38,127

 

 

 

$ 312,494

$ 51,085

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

$ 55,379

Class T

12,148

Class B*

741

Class C*

2,285

 

$ 70,553

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales
are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class Z. FIIOC receives an asset-based fee of

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

Class Z'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

Class A

$ 133,141

.29

Class T

45,948

.30

Class B

3,660

.30

Class C

33,951

.30

International Growth

618,957

.24

Institutional Class

30,066

.22

Class Z

11

.05*

 

$ 865,734

 

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. 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 $2,164 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 $647 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

Annual Report

8. Security Lending - continued

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. The value of securities loaned to FCM at period end was $812,318. 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 $209,783, including $4,235 from securities loaned to FCM.

9. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Class A, Class T, Class B, Class C, International Growth and Institutional Class operating expenses. During the period, this reimbursement reduced expenses as follows:

 

Reimbursement

Class A

$ 1,675

Class T

515

Class B

36

Class C

417

International Growth

10,450

Institutional Class

831

 

$ 13,924

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $1,356.

Annual Report

Notes to Financial Statements - continued

9. Expense Reductions - continued

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 $46,315 for the period.

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

$ 226,330

$ 50,503

Class T

86,155

18,666

Class B

4,290

-

Class C

14,481

2,205

International Growth

1,698,830

516,958

Institutional Class

51,250

6,406

Total

$ 2,081,336

$ 594,738

From net realized gain

 

 

Class A

$ 13,472

$ 4,810

Class T

6,243

2,196

Class B

631

-

Class C

3,291

1,890

International Growth

87,569

39,262

Institutional Class

2,563

487

Total

$ 113,769

$ 48,645

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013 A

2012

2013 A

2012

Class A

 

 

 

 

Shares sold

5,907,169

1,901,699

$ 58,500,264

$ 16,560,116

Reinvestment of distributions

24,178

5,422

218,566

42,831

Shares redeemed

(1,466,703)

(236,851)

(14,226,261)

(2,015,265)

Net increase (decrease)

4,464,644

1,670,270

$ 44,492,569

$ 14,587,682

Class T

 

 

 

 

Shares sold

1,144,706

941,446

$ 11,429,141

$ 8,178,600

Reinvestment of distributions

10,086

2,626

91,076

20,742

Shares redeemed

(206,178)

(102,766)

(2,020,899)

(866,637)

Net increase (decrease)

948,614

841,306

$ 9,499,318

$ 7,332,705

Annual Report

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013 A

2012

2013 A

2012

Class B

 

 

 

 

Shares sold

70,442

92,865

$ 702,618

$ 806,549

Reinvestment of distributions

531

-

4,806

-

Shares redeemed

(49,437)

(25,954)

(483,935)

(218,180)

Net increase (decrease)

21,536

66,911

$ 223,489

$ 588,369

Class C

 

 

 

 

Shares sold

1,392,365

400,291

$ 13,520,584

$ 3,375,948

Reinvestment of distributions

1,911

510

17,237

4,026

Shares redeemed

(424,469)

(106,475)

(4,120,400)

(879,489)

Net increase (decrease)

969,807

294,326

$ 9,417,421

$ 2,500,485

International Growth

 

 

 

 

Shares sold

29,198,608

13,301,892

$ 290,678,738

$ 114,028,412

Reinvestment of distributions

192,126

68,821

1,742,585

544,378

Shares redeemed

(6,365,570)

(3,238,606)

(62,814,771)

(27,713,258)

Net increase (decrease)

23,025,164

10,132,107

$ 229,606,552

$ 86,859,532

Institutional Class

 

 

 

 

Shares sold

3,568,741

438,656

$ 35,951,935

$ 3,841,370

Reinvestment of distributions

5,682

655

51,476

5,178

Shares redeemed

(443,392)

(53,696)

(4,427,602)

(443,499)

Net increase (decrease)

3,131,031

385,615

$ 31,575,809

$ 3,403,049

Class Z

 

 

 

 

Shares sold

9,747

-

$ 100,000

$ -

Reinvestment of distributions

-

-

-

-

Shares redeemed

-

-

-

-

Net increase (decrease)

9,747

-

$ 100,000

$ -

A Share transactions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to October 31, 2013.

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity International Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity International Growth Fund (a fund of Fidelity Investment Trust) at October 31, 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 periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity International Growth Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 11, 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.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 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 International Growth Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/09/13

12/06/13

$0.034

$0.009

 

 

 

 

 

Class T

12/09/13

12/06/13

$0.018

$0.009

 

 

 

 

 

Class B

12/09/13

12/06/13

$0.000

$0.009

 

 

 

 

 

Class C

12/09/13

12/06/13

$0.000

$0.009

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2013, $585,832, or, if subsequently determined to be different, the net capital gain of such year.

Class A designates 14%, Class T designates 16%, Class B designates 29%, and Class C designates 40% of the dividends distributed in December 2012 as indicated in the Corporate Qualifying memo distributed by the Tax department, during the fiscal year as qualifying for the dividends received deduction for corporate shareholders.

Class A, Class T, Class B, and Class C designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/10/2012

$0.044

$0.0053

 

 

 

 

Class T

12/10/2012

$0.037

$0.0053

 

 

 

 

Class B

12/10/2012

$0.021

$0.0053

 

 

 

 

Class C

12/10/2012

$0.015

$0.0053

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 International Growth Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, 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.

Annual Report

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 International Growth Fund

aig3506554

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 International Growth Fund

aig3506556

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.

Annual Report

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A and the retail class ranked below its competitive median for 2012 and the total expense ratio of each of Class T, Class B, 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.

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class B, Class C, Institutional Class, and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.45%, 1.70%, 2.20%, 2.20%, 1.20%, and 1.20% through December 31, 2013.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, 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.

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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends 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 Investments (Japan) Limited

FIL Investment Advisors (UK) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company

Quincy, MA

(Fidelity Investment logo)(registered trademark)

AIGF-UANN-1213
1.853348.105

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

International Growth

Fund - Institutional Class

Annual Report

October 31, 2013

(Fidelity Cover Art)

Institutional Class is
a class of Fidelity®
International Growth Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Life of
fund
A

  Institutional Class

22.66%

15.88%

2.29%

A From November 1, 2007.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® International Growth Fund - Institutional Class on November 1, 2007, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EAFE® Growth Index performed over the same period.

gfi3671227

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 Jed Weiss, Portfolio Manager of Fidelity Advisor® International Growth Fund: For the year, the fund's Institutional Class shares gained 22.66%, trailing the 26.07% advance of the MSCI® EAFE® Growth Index. Versus the index, picks in emerging markets were a big detractor. A combination of underweighting in Europe and disappointing security selection here also hurt, even as Dutch semiconductor equipment company ASML Holding made an outsized individual contribution. Stock picking in Canada detracted, with out-of-index mining companies Goldcorp and Agnico Eagle Mines suffering from falling gold prices. I ultimately sold both stocks. A moderate cash position also curbed performance in an up market. On the positive side, stock picking in Hong Kong was helpful - especially positions in casino gaming companies Sands China and Wynn Macau - as was underweighting poor-performing Australia. Another contributor was the fund's out-of-benchmark holdings in companies headquartered in the U.S. but doing all or most of their business abroad. In strong-performing Japan, the impact was mixed, with a detrimental underweighting but favorable stock picking. In this market, the fund's biggest individual detractor was automaker Toyota Motor. Instead of owning this outperforming benchmark component, we held DENSO, a parts supplier whose largest customer is Toyota and whose strong performance tempered the latter's negative relative impact.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2013 to October 31, 2013) for Class A, Class T, Class B, Class C, International Growth and Institutional Class and for the period (August 13, 2013 to October 31, 2013) for Class Z. The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year 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.

Annual Report

Shareholder Expense Example - continued

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Annualized
Expense Ratio
B

Beginning
Account Value

Ending
Account Value
October 31, 2013

Expenses Paid
During Period

Class A

1.44%

 

 

 

Actual

 

$ 1,000.00

$ 1,067.30

$ 7.50 C

Hypothetical A

 

$ 1,000.00

$ 1,017.95

$ 7.32 D

Class T

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 1,066.50

$ 8.85 C

Hypothetical A

 

$ 1,000.00

$ 1,016.64

$ 8.64 D

Class B

2.18%

 

 

 

Actual

 

$ 1,000.00

$ 1,063.40

$ 11.34 C

Hypothetical A

 

$ 1,000.00

$ 1,014.22

$ 11.07 D

Class C

2.18%

 

 

 

Actual

 

$ 1,000.00

$ 1,063.70

$ 11.34 C

Hypothetical A

 

$ 1,000.00

$ 1,014.22

$ 11.07 D

International Growth

1.11%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.00

$ 5.79 C

Hypothetical A

 

$ 1,000.00

$ 1,019.61

$ 5.65 D

Institutional Class

1.11%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.00

$ 5.79 C

Hypothetical A

 

$ 1,000.00

$ 1,019.61

$ 5.65 D

Class Z

.94%

 

 

 

Actual

 

$ 1,000.00

$ 1,056.50

$ 2.12 C

Hypothetical A

 

$ 1,000.00

$ 1,020.47

$ 4.79 D

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

C Actual 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) for Class A, Class T, Class B, Class C, International Growth and Institutional Class and multiplied by 80/365 (to reflect the period August 13, 2013 to October 31, 2013) for Class Z. The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report

D Hypothetical 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). The fees and expenses of the underlying Fidelity Central Funds in which the Fund invests are not included in each Class' annualized expense ratio.

Annual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

gfi3671229

United Kingdom 17.6%

 

gfi3671231

Japan 16.6%

 

gfi3671233

United States of America* 14.9%

 

gfi3671235

Switzerland 12.4%

 

gfi3671237

Sweden 5.7%

 

gfi3671239

Belgium 4.8%

 

gfi3671241

Germany 4.4%

 

gfi3671243

Australia 3.2%

 

gfi3671245

France 3.2%

 

gfi3671247

Other 17.2%

 

gfi3671249

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities).

As of April 30, 2013

gfi3671229

United Kingdom 18.3%

 

gfi3671231

United States of America* 16.4%

 

gfi3671233

Japan 12.5%

 

gfi3671235

Switzerland 10.7%

 

gfi3671237

Sweden 5.4%

 

gfi3671239

Belgium 4.5%

 

gfi3671241

France 4.0%

 

gfi3671243

Australia 3.8%

 

gfi3671245

Germany 3.1%

 

gfi3671247

Other 21.3%

 

gfi3671261

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

* Includes Short-Term Investments and Net Other Assets (Liabilities).

Asset Allocation as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

97.9

98.6

Short-Term Investments and Net Other Assets (Liabilities)

2.1

1.4

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)

4.3

5.2

Anheuser-Busch InBev SA NV (Belgium, Beverages)

3.5

3.6

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

3.3

2.5

DENSO Corp. (Japan, Auto Components)

3.0

2.2

UBS AG (NY Shares) (Switzerland, Capital Markets)

2.2

1.9

Linde AG (Germany, Chemicals)

2.2

2.3

Keyence Corp. (Japan, Electronic Equipment & Components)

2.0

1.3

Prudential PLC (United Kingdom, Insurance)

1.9

0.0

SABMiller PLC (United Kingdom, Beverages)

1.8

2.1

Novo Nordisk A/S Series B sponsored ADR (Denmark, Pharmaceuticals)

1.8

2.5

 

26.0

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Staples

19.7

24.3

Consumer Discretionary

17.1

16.2

Financials

15.0

11.3

Industrials

14.3

15.1

Health Care

11.9

11.2

Materials

7.7

10.4

Information Technology

7.5

6.7

Energy

3.0

3.4

Telecommunication Services

1.7

0.0

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 97.9%

Shares

Value

Australia - 3.2%

Coca-Cola Amatil Ltd.

391,434

$ 4,772,534

CSL Ltd.

141,073

9,266,793

Sydney Airport unit

643,558

2,548,605

Transurban Group unit

347,528

2,332,109

TOTAL AUSTRALIA

18,920,041

Austria - 1.1%

Andritz AG

103,997

6,406,331

Bailiwick of Jersey - 0.5%

Informa PLC

301,577

2,705,454

Belgium - 4.8%

Anheuser-Busch InBev SA NV

197,091

20,431,189

KBC Groupe SA

83,619

4,558,378

Umicore SA

64,664

3,084,767

TOTAL BELGIUM

28,074,334

Bermuda - 0.4%

Lazard Ltd. Class A

65,192

2,519,671

Cayman Islands - 2.6%

Sands China Ltd.

1,287,200

9,148,036

Wynn Macau Ltd.

1,650,400

6,332,955

TOTAL CAYMAN ISLANDS

15,480,991

Denmark - 1.8%

Novo Nordisk A/S Series B sponsored ADR

62,800

10,466,876

Finland - 0.9%

Nokian Tyres PLC

100,408

5,080,980

France - 3.2%

Danone SA

80,652

5,981,177

Remy Cointreau SA

26,787

2,643,375

Safran SA

94,400

6,033,678

Sanofi SA

38,874

4,144,872

TOTAL FRANCE

18,803,102

Germany - 4.4%

Bayer AG

65,700

8,165,750

Deutsche Bank AG

51,320

2,480,253

Deutsche Bank AG (NY Shares)

800

38,656

Linde AG

67,141

12,757,939

Siemens AG sponsored ADR

20,000

2,560,200

TOTAL GERMANY

26,002,798

Common Stocks - continued

Shares

Value

India - 0.3%

Housing Development Finance Corp. Ltd.

133,476

$ 1,852,016

Ireland - 1.7%

CRH PLC sponsored ADR

185,366

4,537,760

James Hardie Industries PLC:

CDI

35,635

368,127

sponsored ADR (d)

96,000

4,999,680

TOTAL IRELAND

9,905,567

Israel - 0.3%

Azrieli Group

44,900

1,443,930

Italy - 0.9%

Interpump Group SpA

160,651

1,788,616

Prada SpA

325,300

3,172,021

TOTAL ITALY

4,960,637

Japan - 16.6%

AEON Mall Co. Ltd.

101,810

2,891,503

Aozora Bank Ltd.

861,000

2,502,957

Autobacs Seven Co. Ltd.

60,100

876,287

DENSO Corp.

366,500

17,617,075

East Japan Railway Co.

16,900

1,468,115

Fanuc Corp.

31,700

5,084,924

Fast Retailing Co. Ltd.

18,300

6,159,998

Japan Tobacco, Inc.

166,700

6,031,820

Keyence Corp.

27,462

11,769,939

Mitsui Fudosan Co. Ltd.

267,000

8,844,617

Nomura Holdings, Inc.

187,300

1,383,591

Seven Bank Ltd.

808,300

2,860,781

Shinsei Bank Ltd.

1,457,000

3,411,283

SHO-BOND Holdings Co. Ltd.

65,000

3,043,777

SoftBank Corp.

134,600

10,051,781

Unicharm Corp.

54,500

3,500,476

USS Co. Ltd.

458,700

6,717,431

Yamato Kogyo Co. Ltd.

86,100

3,191,228

TOTAL JAPAN

97,407,583

Mexico - 0.3%

Fomento Economico Mexicano S.A.B. de CV sponsored ADR

20,755

1,936,442

Common Stocks - continued

Shares

Value

Netherlands - 1.7%

ASML Holding NV

56,278

$ 5,326,150

ING Groep NV (Certificaten Van Aandelen) (a)

366,557

4,658,106

TOTAL NETHERLANDS

9,984,256

Portugal - 0.8%

Jeronimo Martins SGPS SA

265,152

4,899,738

South Africa - 0.5%

Clicks Group Ltd.

444,126

2,767,285

Spain - 1.9%

Inditex SA (d)

59,146

9,716,963

Prosegur Compania de Seguridad SA (Reg.)

236,849

1,408,528

TOTAL SPAIN

11,125,491

Sweden - 5.7%

ASSA ABLOY AB (B Shares)

138,561

6,878,816

Atlas Copco AB (A Shares)

240,809

6,681,655

Fagerhult AB

49,496

1,520,004

H&M Hennes & Mauritz AB (B Shares)

182,130

7,869,754

Intrum Justitia AB

91,200

2,427,759

SKF AB (B Shares)

153,717

4,072,995

Svenska Handelsbanken AB (A Shares)

72,940

3,304,787

Swedish Match Co. AB

17,272

569,865

TOTAL SWEDEN

33,325,635

Switzerland - 12.4%

Credit Suisse Group

74,858

2,328,680

Nestle SA

345,971

24,973,553

Novartis AG

75,374

5,850,725

Roche Holding AG (participation certificate)

70,213

19,438,481

Schindler Holding AG:

(participation certificate)

25,471

3,612,848

(Reg.)

6,190

880,046

Swatch Group AG (Bearer)

4,040

2,584,692

UBS AG (NY Shares)

661,761

12,811,693

TOTAL SWITZERLAND

72,480,718

Turkey - 1.5%

Coca-Cola Icecek A/S

142,997

4,100,978

Tupras Turkiye Petrol Rafinelleri A/S

100,687

2,284,845

Turkiye Garanti Bankasi A/S

640,500

2,579,647

TOTAL TURKEY

8,965,470

Common Stocks - continued

Shares

Value

United Kingdom - 17.6%

Babcock International Group PLC

196,200

$ 4,010,985

Barclays PLC sponsored ADR (d)

225,966

3,798,488

BG Group PLC

466,755

9,530,810

BHP Billiton PLC ADR (d)

71,700

4,419,588

GlaxoSmithKline PLC sponsored ADR

175,500

9,236,565

InterContinental Hotel Group PLC ADR (d)

230,330

6,760,186

Johnson Matthey PLC

116,777

5,624,697

Prudential PLC

539,714

11,037,564

Reckitt Benckiser Group PLC (d)

115,645

8,989,413

Rexam PLC

380,064

3,165,805

Rolls-Royce Group PLC

458,237

8,449,478

Rotork PLC

84,800

3,892,773

SABMiller PLC

202,866

10,584,460

Serco Group PLC

345,718

3,087,586

Shaftesbury PLC

154,533

1,471,803

Standard Chartered PLC (United Kingdom)

334,991

8,054,183

Unite Group PLC

197,400

1,253,384

TOTAL UNITED KINGDOM

103,367,768

United States of America - 12.8%

Autoliv, Inc.

67,069

5,984,567

Berkshire Hathaway, Inc. Class B (a)

19,184

2,207,695

BorgWarner, Inc.

58,796

6,063,631

Cummins, Inc.

26,082

3,312,936

FMC Technologies, Inc. (a)

49,152

2,484,634

Google, Inc. Class A (a)

2,863

2,950,551

KLA-Tencor Corp.

42,680

2,799,808

Martin Marietta Materials, Inc.

31,700

3,109,453

MasterCard, Inc. Class A

11,450

8,210,795

Mead Johnson Nutrition Co. Class A

76,944

6,283,247

Mohawk Industries, Inc. (a)

22,400

2,966,208

National Oilwell Varco, Inc.

40,272

3,269,281

Philip Morris International, Inc.

43,808

3,904,169

PriceSmart, Inc.

24,500

2,787,855

ResMed, Inc. (d)

60,700

3,140,618

Solera Holdings, Inc.

46,189

2,596,746

SS&C Technologies Holdings, Inc. (a)

66,200

2,601,660

Common Stocks - continued

Shares

Value

United States of America - continued

Union Pacific Corp.

16,300

$ 2,467,820

Visa, Inc. Class A

39,975

7,861,883

TOTAL UNITED STATES OF AMERICA

75,003,557

TOTAL COMMON STOCKS

(Cost $503,021,258)


573,886,671

Nonconvertible Preferred Stocks - 0.0%

 

 

 

 

United Kingdom - 0.0%

Rolls-Royce Group PLC Series C
(Cost $61,249)

37,731,382


60,499

Money Market Funds - 5.2%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)

14,095,092

14,095,092

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

16,477,575

16,477,575

TOTAL MONEY MARKET FUNDS

(Cost $30,572,667)


30,572,667

TOTAL INVESTMENT PORTFOLIO - 103.1%

(Cost $533,655,174)

604,519,837

NET OTHER ASSETS (LIABILITIES) - (3.1)%

(18,241,969)

NET ASSETS - 100%

$ 586,277,868

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

$ 13,543

Fidelity Securities Lending Cash Central Fund

209,783

Total

$ 223,326

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

$ 99,756,238

$ 68,385,447

$ 31,370,791

$ -

Consumer Staples

115,157,576

60,220,538

54,937,038

-

Energy

17,569,570

17,569,570

-

-

Financials

88,293,666

45,894,331

42,399,335

-

Health Care

69,710,680

59,715,083

9,995,597

-

Industrials

84,031,083

74,434,267

9,596,816

-

Information Technology

44,117,532

32,347,593

11,769,939

-

Materials

45,259,044

42,067,816

3,191,228

-

Telecommunication Services

10,051,781

-

10,051,781

-

Money Market Funds

30,572,667

30,572,667

-

-

Total Investments in Securities:

$ 604,519,837

$ 431,207,312

$ 173,312,525

$ -

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

$ 27,145,883

Level 2 to Level 1

$ 0

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $15,812,983) - See accompanying schedule:

Unaffiliated issuers (cost $503,082,507)

$ 573,947,170

 

Fidelity Central Funds (cost $30,572,667)

30,572,667

 

Total Investments (cost $533,655,174)

 

$ 604,519,837

Cash

 

7,981

Receivable for investments sold

2,362,573

Receivable for fund shares sold

3,194,486

Dividends receivable

767,973

Distributions receivable from Fidelity Central Funds

6,838

Prepaid expenses

1,720

Other receivables

13,074

Total assets

610,874,482

 

 

 

Liabilities

Payable for investments purchased

$ 7,134,028

Payable for fund shares redeemed

414,036

Accrued management fee

337,239

Distribution and service plan fees payable

38,773

Other affiliated payables

125,190

Other payables and accrued expenses

69,773

Collateral on securities loaned, at value

16,477,575

Total liabilities

24,596,614

 

 

 

Net Assets

$ 586,277,868

Net Assets consist of:

 

Paid in capital

$ 512,728,833

Undistributed net investment income

2,476,993

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

210,451

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

70,861,591

Net Assets

$ 586,277,868

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($74,594,798 ÷ 6,919,905 shares)

$ 10.78

 

 

 

Maximum offering price per share (100/94.25 of $10.78)

$ 11.44

Class T:
Net Asset Value
and redemption price per share ($23,117,780 ÷ 2,150,794 shares)

$ 10.75

 

 

 

Maximum offering price per share (100/96.50 of $10.75)

$ 11.14

Class B:
Net Asset Value
and offering price per share ($1,578,643 ÷ 147,175 shares)A

$ 10.73

 

 

 

Class C:
Net Asset Value
and offering price per share ($17,196,098 ÷ 1,608,592 shares)A

$ 10.69

 

 

 

 

 

 

International Growth:
Net Asset Value
, offering price and redemption price per share ($430,913,552 ÷ 39,735,803 shares)

$ 10.84

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($38,771,323 ÷ 3,577,332 shares)

$ 10.84

 

 

 

Class Z:
Net Asset Value
, offering price and redemption price per share ($105,674 ÷ 9,747 shares)

$ 10.84

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

 

$ 8,033,314

Interest

 

4

Income from Fidelity Central Funds

 

223,326

Income before foreign taxes withheld

 

8,256,644

Less foreign taxes withheld

 

(549,023)

Total income

 

7,707,621

 

 

 

Expenses

Management fee
Basic fee

$ 2,422,146

Performance adjustment

192,757

Transfer agent fees

865,734

Distribution and service plan fees

312,494

Accounting and security lending fees

180,016

Custodian fees and expenses

82,662

Independent trustees' compensation

1,736

Registration fees

145,304

Audit

70,606

Legal

656

Miscellaneous

1,779

Total expenses before reductions

4,275,890

Expense reductions

(61,595)

4,214,295

Net investment income (loss)

3,493,326

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

6,727,492

Foreign currency transactions

107,488

Futures contracts

(517,867)

Total net realized gain (loss)

 

6,317,113

Change in net unrealized appreciation (depreciation) on:

Investment securities

60,865,585

Assets and liabilities in foreign currencies

4,304

Total change in net unrealized appreciation (depreciation)

 

60,869,889

Net gain (loss)

67,187,002

Net increase (decrease) in net assets resulting from operations

$ 70,680,328

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,493,326

$ 1,377,708

Net realized gain (loss)

6,317,113

(833,212)

Change in net unrealized appreciation (depreciation)

60,869,889

11,226,981

Net increase (decrease) in net assets resulting
from operations

70,680,328

11,771,477

Distributions to shareholders from net investment income

(2,081,336)

(594,738)

Distributions to shareholders from net realized gain

(113,769)

(48,645)

Total distributions

(2,195,105)

(643,383)

Share transactions - net increase (decrease)

324,915,158

115,271,822

Redemption fees

31,216

5,972

Total increase (decrease) in net assets

393,431,597

126,405,888

 

 

 

Net Assets

Beginning of period

192,846,271

66,440,383

End of period (including undistributed net investment income of $2,476,993 and undistributed net investment income of $1,374,430, respectively)

$ 586,277,868

$ 192,846,271

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.91

$ 8.09

$ 8.38

$ 7.01

$ 5.46

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .08

  .08

  .08

  .05

  .05

Net realized and unrealized gain (loss)

  1.88

  .81

  (.31)

  1.39

  1.55

Total from investment operations

  1.96

  .89

  (.23)

  1.44

  1.60

Distributions from net investment income

  (.08)

  (.06)

  (.05)

  (.05)

  (.05)

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.03)

  -

Total distributions

  (.09)

  (.07)

  (.06)

  (.07) H

  (.05)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.78

$ 8.91

$ 8.09

$ 8.38

$ 7.01

Total Return A, B

  22.18%

  11.10%

  (2.76)%

  20.68%

  29.72%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.44%

  1.58%

  1.77%

  2.13%

  2.46%

Expenses net of fee waivers, if any

  1.43%

  1.45%

  1.45%

  1.50%

  1.50%

Expenses net of all reductions

  1.42%

  1.44%

  1.43%

  1.48%

  1.47%

Net investment income (loss)

  .80%

  .99%

  .92%

  .74%

  .85%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 74,595

$ 21,874

$ 6,352

$ 3,084

$ 1,452

Portfolio turnover rate E

  32%

  32%

  68%

  87%

  116%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.07 per share is comprised of distributions from net investment income of $.046 and distributions from net realized gain of $.025 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.89

$ 8.08

$ 8.38

$ 7.00

$ 5.45

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .05

  .06

  .06

  .04

  .03

Net realized and unrealized gain (loss)

  1.88

  .81

  (.31)

  1.39

  1.55

Total from investment operations

  1.93

  .87

  (.25)

  1.43

  1.58

Distributions from net investment income

  (.07)

  (.05)

  (.04)

  (.02)

  (.03)

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.03)

  -

Total distributions

  (.07) H

  (.06)

  (.05)

  (.05)

  (.03)

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.75

$ 8.89

$ 8.08

$ 8.38

$ 7.00

Total Return A, B

  21.91%

  10.82%

  (3.03)%

  20.47%

  29.22%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  1.69%

  1.85%

  2.03%

  2.41%

  2.67%

Expenses net of fee waivers, if any

  1.69%

  1.70%

  1.70%

  1.75%

  1.75%

Expenses net of all reductions

  1.68%

  1.69%

  1.68%

  1.73%

  1.73%

Net investment income (loss)

  .54%

  .74%

  .67%

  .49%

  .59%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 23,118

$ 10,690

$ 2,917

$ 1,034

$ 532

Portfolio turnover rate E

  32%

  32%

  68%

  87%

  116%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.07 per share is comprised of distributions from net investment income of $.069 and distributions from net realized gain of $.005 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.88

$ 8.06

$ 8.36

$ 6.98

$ 5.42

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  - G

  .02

  .01

  - G

  .01

Net realized and unrealized gain (loss)

  1.89

  .80

  (.30)

  1.38

  1.55

Total from investment operations

  1.89

  .82

  (.29)

  1.38

  1.56

Distributions from net investment income

  (.03)

  -

  (.01)

  -

  -

Distributions from net realized gain

  (.01)

  -

  - G

  -

  -

Total distributions

  (.04)

  -

  (.01)

  -

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.73

$ 8.88

$ 8.06

$ 8.36

$ 6.98

Total Return A, B

  21.35%

  10.17%

  (3.47)%

  19.77%

  28.78%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.19%

  2.35%

  2.55%

  2.87%

  3.17%

Expenses net of fee waivers, if any

  2.18%

  2.20%

  2.20%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.19%

  2.18%

  2.23%

  2.23%

Net investment income (loss)

  .05%

  .24%

  .17%

  (.01)%

  .09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,579

$ 1,116

$ 473

$ 581

$ 328

Portfolio turnover rate E

  32%

  32%

  68%

  87%

  116%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.84

$ 8.03

$ 8.34

$ 6.98

$ 5.42

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .01

  .02

  .01

  - G

  .01

Net realized and unrealized gain (loss)

  1.87

  .80

  (.31)

  1.38

  1.55

Total from investment operations

  1.88

  .82

  (.30)

  1.38

  1.56

Distributions from net investment income

  (.02)

  (.01)

  (.01)

  -

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.02)

  -

Total distributions

  (.03)

  (.01) I

  (.01) H

  (.02)

  -

Redemption fees added to paid in capital C, G

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.69

$ 8.84

$ 8.03

$ 8.34

$ 6.98

Total Return A, B

  21.29%

  10.27%

  (3.57)%

  19.82%

  28.78%

Ratios to Average Net Assets D, F

 

 

 

 

 

Expenses before reductions

  2.19%

  2.33%

  2.52%

  2.89%

  3.21%

Expenses net of fee waivers, if any

  2.18%

  2.20%

  2.20%

  2.25%

  2.25%

Expenses net of all reductions

  2.17%

  2.19%

  2.18%

  2.24%

  2.23%

Net investment income (loss)

  .05%

  .24%

  .17%

  (.01)%

  .09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 17,196

$ 5,648

$ 2,767

$ 1,261

$ 780

Portfolio turnover rate E

  32%

  32%

  68%

  87%

  116%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.01 per share.

H Total distributions of $.01 per share is comprised of distributions from net investment income of $.008 and distributions from net realized gain of $.005 per share.

I Total distributions of $.01 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $.006 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - International Growth

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.95

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .11

  .10

  .07

  .06

Net realized and unrealized gain (loss)

  1.88

  .81

  (.30)

  1.39

  1.54

Total from investment operations

  1.99

  .92

  (.20)

  1.46

  1.60

Distributions from net investment income

  (.10)

  (.08)

  (.07)

  (.06)

  (.06)

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.03)

  -

Total distributions

  (.10) H

  (.09)

  (.08)

  (.08) G

  (.06)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.84

$ 8.95

$ 8.12

$ 8.40

$ 7.02

Total Return A

  22.48%

  11.41%

  (2.47)%

  20.97%

  29.77%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.13%

  1.28%

  1.52%

  1.89%

  2.19%

Expenses net of fee waivers, if any

  1.13%

  1.20%

  1.20%

  1.25%

  1.25%

Expenses net of all reductions

  1.11%

  1.19%

  1.18%

  1.23%

  1.23%

Net investment income (loss)

  1.11%

  1.24%

  1.17%

  .99%

  1.09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 430,914

$ 149,526

$ 53,437

$ 28,454

$ 18,254

Portfolio turnover rate D

  32%

  32%

  68%

  87%

  116%

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 $.08 per share is comprised of distributions from net investment income of $.057 and distributions from net realized gain of $.025 per share.

H Total distributions of $.10 per share is comprised of distributions from net investment income of $.097 and distributions from net realized gain of $.005 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.94

$ 8.12

$ 8.40

$ 7.02

$ 5.48

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .11

  .10

  .10

  .07

  .06

Net realized and unrealized gain (loss)

  1.90

  .81

  (.30)

  1.39

  1.54

Total from investment operations

  2.01

  .91

  (.20)

  1.46

  1.60

Distributions from net investment income

  (.10)

  (.08)

  (.07)

  (.06)

  (.06)

Distributions from net realized gain

  (.01)

  (.01)

  (.01)

  (.03)

  -

Total distributions

  (.11)

  (.09)

  (.08)

  (.08) G

  (.06)

Redemption fees added to paid in capital B, F

  -

  -

  -

  -

  -

Net asset value, end of period

$ 10.84

$ 8.94

$ 8.12

$ 8.40

$ 7.02

Total Return A

  22.66%

  11.28%

  (2.47)%

  20.97%

  29.77%

Ratios to Average Net Assets C, E

 

 

 

 

 

Expenses before reductions

  1.11%

  1.27%

  1.50%

  1.92%

  2.01%

Expenses net of fee waivers, if any

  1.11%

  1.20%

  1.20%

  1.25%

  1.25%

Expenses net of all reductions

  1.09%

  1.19%

  1.18%

  1.23%

  1.23%

Net investment income (loss)

  1.13%

  1.24%

  1.17%

  .99%

  1.09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 38,771

$ 3,992

$ 493

$ 113

$ 36

Portfolio turnover rate D

  32%

  32%

  68%

  87%

  116%

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 $.08 per share is comprised of distributions from net investment income of $.057 and distributions from net realized gain of $.025 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class Z

Year ended October 31,

2013 G

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.26

Income from Investment Operations

 

Net investment income (loss) D

  .02

Net realized and unrealized gain (loss)

  .56

Total from investment operations

  .58

Redemption fees added to paid in capital D, I

  -

Net asset value, end of period

$ 10.84

Total Return B, C

  5.65%

Ratios to Average Net Assets E, H

 

Expenses before reductions

  .94% A

Expenses net of fee waivers, if any

  .94% A

Expenses net of all reductions

  .93% A

Net investment income (loss)

  .65% A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 106

Portfolio turnover rate F

  32%

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 August 13, 2013 (commencement of sale of shares) to October 31, 2013.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity International Growth Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund commenced sale of Class Z shares on August 13, 2013. The Fund offers Class A, Class T, Class C, International Growth, Institutional Class and Class Z 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 which 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

Annual Report

3. Significant Accounting Policies - continued

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 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. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense

Annual Report

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

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.

Book-tax differences are primarily due to futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), partnerships, capital loss carryforwards, and losses deferred due to wash sales.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 77,456,036

Gross unrealized depreciation

(6,897,408)

Net unrealized appreciation (depreciation) on securities and other investments

$ 70,558,628

 

 

Tax Cost

$ 533,961,209

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 2,476,993

Undistributed long-term capital gain

$ 516,487

Net unrealized appreciation (depreciation)

$ 70,555,556

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 2,195,105

$ 643,383

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.

Annual Report

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.

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

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

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.

During the period the Fund recognized net realized gain (loss) of $(517,867) related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $423,057,094 and $105,902,960, 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 International Growth 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 .75% 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.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

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%

$ 111,996

$ 3,731

Class T

.25%

.25%

74,898

-

Class B

.75%

.25%

12,264

9,227

Class C

.75%

.25%

113,336

38,127

 

 

 

$ 312,494

$ 51,085

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

$ 55,379

Class T

12,148

Class B*

741

Class C*

2,285

 

$ 70,553

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales
are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund, except for Class Z. FIIOC receives an asset-based fee of

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

Class Z'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

Class A

$ 133,141

.29

Class T

45,948

.30

Class B

3,660

.30

Class C

33,951

.30

International Growth

618,957

.24

Institutional Class

30,066

.22

Class Z

11

.05*

 

$ 865,734

 

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. 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 $2,164 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 $647 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

Annual Report

8. Security Lending - continued

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. The value of securities loaned to FCM at period end was $812,318. 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 $209,783, including $4,235 from securities loaned to FCM.

9. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Class A, Class T, Class B, Class C, International Growth and Institutional Class operating expenses. During the period, this reimbursement reduced expenses as follows:

 

Reimbursement

Class A

$ 1,675

Class T

515

Class B

36

Class C

417

International Growth

10,450

Institutional Class

831

 

$ 13,924

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $1,356.

Annual Report

Notes to Financial Statements - continued

9. Expense Reductions - continued

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 $46,315 for the period.

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

$ 226,330

$ 50,503

Class T

86,155

18,666

Class B

4,290

-

Class C

14,481

2,205

International Growth

1,698,830

516,958

Institutional Class

51,250

6,406

Total

$ 2,081,336

$ 594,738

From net realized gain

 

 

Class A

$ 13,472

$ 4,810

Class T

6,243

2,196

Class B

631

-

Class C

3,291

1,890

International Growth

87,569

39,262

Institutional Class

2,563

487

Total

$ 113,769

$ 48,645

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013 A

2012

2013 A

2012

Class A

 

 

 

 

Shares sold

5,907,169

1,901,699

$ 58,500,264

$ 16,560,116

Reinvestment of distributions

24,178

5,422

218,566

42,831

Shares redeemed

(1,466,703)

(236,851)

(14,226,261)

(2,015,265)

Net increase (decrease)

4,464,644

1,670,270

$ 44,492,569

$ 14,587,682

Class T

 

 

 

 

Shares sold

1,144,706

941,446

$ 11,429,141

$ 8,178,600

Reinvestment of distributions

10,086

2,626

91,076

20,742

Shares redeemed

(206,178)

(102,766)

(2,020,899)

(866,637)

Net increase (decrease)

948,614

841,306

$ 9,499,318

$ 7,332,705

Annual Report

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013 A

2012

2013 A

2012

Class B

 

 

 

 

Shares sold

70,442

92,865

$ 702,618

$ 806,549

Reinvestment of distributions

531

-

4,806

-

Shares redeemed

(49,437)

(25,954)

(483,935)

(218,180)

Net increase (decrease)

21,536

66,911

$ 223,489

$ 588,369

Class C

 

 

 

 

Shares sold

1,392,365

400,291

$ 13,520,584

$ 3,375,948

Reinvestment of distributions

1,911

510

17,237

4,026

Shares redeemed

(424,469)

(106,475)

(4,120,400)

(879,489)

Net increase (decrease)

969,807

294,326

$ 9,417,421

$ 2,500,485

International Growth

 

 

 

 

Shares sold

29,198,608

13,301,892

$ 290,678,738

$ 114,028,412

Reinvestment of distributions

192,126

68,821

1,742,585

544,378

Shares redeemed

(6,365,570)

(3,238,606)

(62,814,771)

(27,713,258)

Net increase (decrease)

23,025,164

10,132,107

$ 229,606,552

$ 86,859,532

Institutional Class

 

 

 

 

Shares sold

3,568,741

438,656

$ 35,951,935

$ 3,841,370

Reinvestment of distributions

5,682

655

51,476

5,178

Shares redeemed

(443,392)

(53,696)

(4,427,602)

(443,499)

Net increase (decrease)

3,131,031

385,615

$ 31,575,809

$ 3,403,049

Class Z

 

 

 

 

Shares sold

9,747

-

$ 100,000

$ -

Reinvestment of distributions

-

-

-

-

Shares redeemed

-

-

-

-

Net increase (decrease)

9,747

-

$ 100,000

$ -

A Share transactions for Class Z are for the period August 13, 2013 (commencement of sale of shares) to October 31, 2013.

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity International Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity International Growth Fund (a fund of Fidelity Investment Trust) at October 31, 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 periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity International Growth Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 11, 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.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 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 International Growth Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/09/13

12/06/13

$0.057

$0.009

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2013, $585,832, or, if subsequently determined to be different, the net capital gain of such year.

Institutional Class designates 12% of the dividends distributed in December 2012 as indicated in the Corporate Qualifying memo distributed by the Tax department, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class designates 100% of the dividends distributed in December during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/10/2012

$0.052

$0.0053

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 International Growth Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity International Growth Fund

gfi3671263

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 International Growth Fund

gfi3671265

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A and the retail class ranked below its competitive median for 2012 and the total expense ratio of each of Class T, Class B, 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.

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class B, Class C, Institutional Class, and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.45%, 1.70%, 2.20%, 2.20%, 1.20%, and 1.20% through December 31, 2013.

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.

Annual Report

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.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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.

Annual Report

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends 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 Investments (Japan) Limited

FIL Investment Advisors (UK) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company

Quincy, MA

(Fidelity Investment logo)(registered trademark)

AIGFI-UANN-1213
1.853341.105

Fidelity®

Emerging Europe,
Middle East, Africa (EMEA)

Fund

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 1-800-544-8544 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.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Life of
fund
A

Fidelity® Emerging Europe, Middle East, Africa (EMEA) Fund

11.90%

16.71%

0.55%

A From May 8, 2008.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Emerging Europe, Middle East, Africa (EMEA) Fund, a class of the fund, on May 8, 2008, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EM (Emerging Markets) Europe, Middle East and Africa Index performed over the same period.

eme320452

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 Adam Kutas, Portfolio Manager of Fidelity® Emerging Europe, Middle East, Africa (EMEA) Fund: For the year, the fund's Retail Class shares returned 11.90%, significantly outperforming the 7.52% gain of the MSCI® EM (Emerging Markets) Europe, Middle East and Africa Index. Versus the index, the fund benefited from out-of-benchmark positions in the United Arab Emirates (UAE) and Kenya, including First Gulf Bank - the fund's top relative contributor during the period - Dubai Financial Market and Aldar Properties, and Kenyan wireless telecommunication services provider Safaricom. Conversely, performance was hurt by the fund's positioning in South Africa - including main detractors Harmony Gold Mining and DRDGOLD, the latter of which was not in the index - unfavorable security selection in Turkey, and underweightings in Poland and Russia.

Note to shareholders: The fund may invest up to 35% of its total assets in any industry that represents more than 20% of the emerging Europe, Middle East and Africa markets. As of October 31, 2013, the fund did not have more than 25% of its total assets in any one industry.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 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.

Annual Report

Shareholder Expense Example - continued

 

Annualized Expense RatioB

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

1.62%

 

 

 

Actual

 

$ 1,000.00

$ 1,072.30

$ 8.46

HypotheticalA

 

$ 1,000.00

$ 1,017.04

$ 8.24

Class T

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,070.10

$ 9.91

HypotheticalA

 

$ 1,000.00

$ 1,015.63

$ 9.65

Class B

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,068.60

$ 12.51

HypotheticalA

 

$ 1,000.00

$ 1,013.11

$ 12.18

Class C

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,068.30

$ 12.51

HypotheticalA

 

$ 1,000.00

$ 1,013.11

$ 12.18

Emerging Europe, Middle East, Africa (EMEA)

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,073.30

$ 7.32

HypotheticalA

 

$ 1,000.00

$ 1,018.15

$ 7.12

Institutional Class

1.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,074.50

$ 6.43

HypotheticalA

 

$ 1,000.00

$ 1,019.00

$ 6.26

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


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

eme320454

South Africa 36.6%

 

eme320456

Russia 31.9%

 

eme320458

Poland 5.6%

 

eme320460

United Arab Emirates 4.5%

 

eme320462

Turkey 3.7%

 

eme320464

Czech Republic 2.8%

 

eme320466

United Kingdom 2.6%

 

eme320468

Kenya 2.1%

 

eme320470

Qatar 1.8%

 

eme320472

Other * 8.4%

 

eme320474

* 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

eme320454

South Africa 38.4%

 

eme320456

Russia 32.3%

 

eme320458

Turkey 9.3%

 

eme320460

United Arab Emirates 4.9%

 

eme320462

Poland 2.8%

 

eme320464

Kenya 2.7%

 

eme320466

Qatar 1.6%

 

eme320468

Nigeria 1.2%

 

eme320470

Czech Republic 1.0%

 

eme320472

Other * 5.8%

 

eme320486

* 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

99.1

99.3

Short-Term Investments and Net Other Assets (Liabilities)

0.9

0.7

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Sberbank (Savings Bank of the Russian Federation) (Russia, Commercial Banks)

7.1

8.7

LUKOIL Oil Co. (United Kingdom) (Russia, Oil, Gas & Consumable Fuels)

6.7

7.8

MTN Group Ltd. (South Africa, Wireless Telecommunication Services)

5.7

7.2

Gazprom OAO (Russia, Oil, Gas & Consumable Fuels)

5.4

4.3

Naspers Ltd. Class N (South Africa, Media)

4.3

2.1

Sasol Ltd. (South Africa, Oil, Gas & Consumable Fuels)

2.7

1.5

Bank Polska Kasa Opieki SA (Poland, Commercial Banks)

2.7

1.8

Magnit OJSC (Russia, Food & Staples Retailing)

2.5

1.8

Standard Bank Group Ltd. (South Africa, Commercial Banks)

2.3

3.1

Surgutneftegas (Russia, Oil, Gas & Consumable Fuels)

2.3

3.5

 

41.7

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

34.2

34.1

Energy

23.2

23.6

Telecommunication Services

11.7

11.1

Consumer Staples

10.0

10.8

Consumer Discretionary

7.1

3.9

Materials

6.8

9.2

Industrials

2.7

4.4

Health Care

2.2

1.3

Utilities

0.8

0.6

Information Technology

0.4

0.3

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 95.3%

Shares

Value

Bangladesh - 0.4%

Grameenphone Ltd.

120,000

$ 296,506

Square Pharmaceuticals Ltd.

125,000

289,396

TOTAL BANGLADESH

585,902

Botswana - 0.2%

First National Bank of Botswana Ltd.

650,000

291,113

Canada - 0.5%

Africa Oil Corp. (a)

75,400

669,644

Cayman Islands - 1.0%

Eurasia Drilling Co. Ltd. GDR (Reg. S)

33,600

1,422,960

Czech Republic - 2.8%

Komercni Banka A/S

7,800

1,936,506

Philip Morris CR A/S

2,800

1,589,076

Telefonica Czech Rep A/S

23,900

389,876

TOTAL CZECH REPUBLIC

3,915,458

Estonia - 0.4%

Tallinna Kaubamaja AS

70,900

526,567

Greece - 0.9%

Jumbo SA (a)

45,700

614,287

Karelia Tobacco Co., Inc.

1,970

614,795

Kri Kri Milk Industry SA (a)

25,000

71,282

Sarantis SA (a)

4,628

36,822

TOTAL GREECE

1,337,186

Israel - 0.2%

Bezeq The Israeli Telecommunication Corp. Ltd.

200,000

348,302

Kazakhstan - 0.1%

Kcell JSC GDR

10,000

173,000

Kenya - 2.1%

British American Tobacco Kenya Ltd.

51,700

347,695

Kenya Commercial Bank Ltd.

250,000

142,062

Safaricom Ltd.

17,420,944

1,928,857

Uchumi Supermarket Ltd.

2,397,200

596,842

TOTAL KENYA

3,015,456

Kuwait - 0.3%

Kuwait Food Co. (Americana)

50,000

435,861

Lithuania - 0.4%

Apranga AB

163,766

564,777

Common Stocks - continued

Shares

Value

Nigeria - 0.6%

Skye Bank PLC

5,785,889

$ 149,384

Zenith Bank PLC

5,269,355

714,747

TOTAL NIGERIA

864,131

Oman - 0.8%

National Bank of Oman (a)

828,494

634,820

Oman Telecommunications Co. (a)

136,761

552,372

TOTAL OMAN

1,187,192

Poland - 5.6%

Amica Wronki SA

10,200

354,310

Bank Handlowy w Warszawie SA

51,300

1,978,489

Bank Polska Kasa Opieki SA

60,200

3,771,844

Powszechny Zaklad Ubezpieczen SA

12,000

1,826,286

TOTAL POLAND

7,930,929

Qatar - 1.8%

Gulf International Services QSC (a)

34,000

547,363

Industries Qatar QSC

16,528

724,235

Qatar National Bank SAQ

28,281

1,289,738

TOTAL QATAR

2,561,336

Romania - 1.2%

Banca Transilvania SA (a)

1,125,000

485,545

Bursa de Valori Bucuresti

61,814

475,296

Nuclearelectrica SA rights (a)

82,000

275,346

SNP Petrom SA

4,005,225

545,562

TOTAL ROMANIA

1,781,749

Russia - 28.1%

Gazprom OAO

1,616,200

7,583,414

LUKOIL Oil Co.

13,100

859,425

LUKOIL Oil Co. sponsored ADR (United Kingdom)

131,995

8,658,872

Magnit OJSC

13,200

3,552,063

Megafon OJSC GDR

79,000

2,867,700

Mobile TeleSystems OJSC

98,200

1,033,725

Moscow Exchange MICEX-RTS OAO

450,500

860,383

NOVATEK OAO

42,000

539,675

NOVATEK OAO GDR (Reg. S)

19,450

2,732,725

Sberbank (Savings Bank of the Russian Federation)

3,135,200

10,049,609

Vozrozhdenie Bank

85,700

1,106,298

TOTAL RUSSIA

39,843,889

Common Stocks - continued

Shares

Value

South Africa - 36.6%

AngloGold Ashanti Ltd.

130,300

$ 1,969,407

Aspen Pharmacare Holdings Ltd.

60,400

1,681,483

Cashbuild Ltd.

85,400

1,331,521

Clicks Group Ltd.

343,217

2,138,536

DRDGOLD Ltd.

3,287,814

1,623,965

DRDGOLD Ltd. sponsored ADR

28,300

139,519

FirstRand Ltd.

819,800

2,939,888

Harmony Gold Mining Co. Ltd.

461,100

1,591,068

Holdsport Ltd.

130,400

636,494

Hulamin Ltd. (a)

876,800

495,227

Metrofile Holdings Ltd.

1,089,700

536,234

MTN Group Ltd.

407,650

8,102,850

Nampak Ltd.

907,400

3,000,939

Naspers Ltd. Class N

65,600

6,136,063

Omnia Holdings Ltd.

40,600

838,147

Pioneer Foods Ltd.

150,300

1,272,619

Raubex Group Ltd.

802,400

1,902,340

Remgro Ltd.

124,200

2,528,849

RMB Holdings Ltd.

221,500

1,110,506

Sasol Ltd.

76,000

3,883,435

Shoprite Holdings Ltd.

163,900

3,000,854

Standard Bank Group Ltd.

257,363

3,269,225

Steinhoff International Holdings Ltd.

40,000

154,641

Vodacom Group Ltd.

87,400

1,001,220

Zeder Investments Ltd.

1,556,380

671,972

TOTAL SOUTH AFRICA

51,957,002

Sri Lanka - 0.3%

Hatton National Bank PLC

365,000

409,893

Turkey - 3.7%

Aygaz A/S

184,000

842,460

Koc Holding A/S

265,850

1,305,112

Turkiye Garanti Bankasi A/S

488,000

1,965,445

Turkiye Halk Bankasi A/S

135,000

1,092,173

TOTAL TURKEY

5,205,190

United Arab Emirates - 4.5%

Agthia Group PJSC

224,869

249,786

Aldar Properties PJSC

1,437,210

1,056,484

Dubai Financial Market PJSC (a)

3,234,033

2,051,537

Emaar Properties PJSC

330,000

546,256

First Gulf Bank PJSC

325,940

1,437,579

Common Stocks - continued

Shares

Value

United Arab Emirates - continued

National Bank of Abu Dhabi PJSC

131,600

$ 447,863

SHUAA Capital PSC (a)

2,220,000

604,411

TOTAL UNITED ARAB EMIRATES

6,393,916

United Kingdom - 2.6%

Alabama Noor Hospitals Group PLC (a)

39,100

532,890

Fawaz Abdulaziz Alhokair & Co. (HSBC Warrant Program) warrants 2/23/15 (a)

10,000

329,298

Herfy Food Services Co. Ltd. (HSBC Warrant Program) warrants 10/8/15 (a)

21,500

640,632

NMC Health PLC

105,200

611,119

Old Mutual PLC

245,200

795,289

Saudia Dairy & Foodstuff Co. (HSBC Warrant Program) warrants 6/26/15 (a)

19,000

466,084

The Savola Group (HSBC Warrant Program) warrants 2/2/15 (a)

19,000

279,903

TOTAL UNITED KINGDOM

3,655,215

Zambia - 0.2%

Zambeef Products PLC (a)

351,874

225,148

TOTAL COMMON STOCKS

(Cost $122,897,776)


135,301,816

Nonconvertible Preferred Stocks - 3.8%

 

 

 

 

Russia - 3.8%

Surgutneftegas

4,375,800

3,254,144

Tatneft OAO

598,700

2,206,570

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $4,425,369)


5,460,714

Money Market Funds - 0.7%

Shares

Value

Fidelity Cash Central Fund, 0.09% (b)
(Cost $927,624)

927,624

$ 927,624

TOTAL INVESTMENT PORTFOLIO - 99.8%

(Cost $128,250,769)

141,690,154

NET OTHER ASSETS (LIABILITIES) - 0.2%

324,707

NET ASSETS - 100%

$ 142,014,861

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.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 3,124

Fidelity Securities Lending Cash Central Fund

4,818

Total

$ 7,942

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 table 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

$ 10,227,954

$ 10,227,954

$ -

$ -

Consumer Staples

14,222,085

14,222,085

-

-

Energy

32,903,789

29,020,354

3,883,435

-

Financials

48,355,407

46,639,490

1,715,917

-

Health Care

3,114,888

3,114,888

-

-

Industrials

3,931,687

3,931,687

-

-

Information Technology

536,234

536,234

-

-

Materials

9,658,272

4,473,832

5,184,440

-

Telecommunication Services

16,694,408

16,694,408

-

-

Utilities

1,117,806

1,117,806

-

-

Money Market Funds

927,624

927,624

-

-

Total Investments in Securities:

$ 141,690,154

$ 130,906,362

$ 10,783,792

$ -

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $127,323,145)

$ 140,762,530

 

Fidelity Central Funds (cost $927,624)

927,624

 

Total Investments (cost $128,250,769)

 

$ 141,690,154

Foreign currency held at value (cost $6,860)

6,860

Receivable for investments sold

543,045

Receivable for fund shares sold

456,976

Dividends receivable

297,198

Distributions receivable from Fidelity Central Funds

82

Prepaid expenses

396

Other receivables

3,403

Total assets

142,998,114

 

 

 

Liabilities

Payable to custodian bank

$ 100,546

Payable for investments purchased

543,105

Payable for fund shares redeemed

113,301

Accrued management fee

102,489

Distribution and service plan fees payable

9,522

Other affiliated payables

35,514

Audit fees payable

44,096

Other payables and accrued expenses

34,680

Total liabilities

983,253

 

 

 

Net Assets

$ 142,014,861

Net Assets consist of:

 

Paid in capital

$ 129,031,339

Undistributed net investment income

1,897,738

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(2,364,438)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

13,450,222

Net Assets

$ 142,014,861

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($10,883,131 ÷ 1,146,802 shares)

$ 9.49

 

 

 

Maximum offering price per share (100/94.25 of $9.49)

$ 10.07

Class T:
Net Asset Value
and redemption price per share ($3,465,265 ÷ 366,170 shares)

$ 9.46

 

 

 

Maximum offering price per share (100/96.50 of $9.46)

$ 9.80

Class B:
Net Asset Value
and offering price per share ($388,173 ÷ 40,870 shares)A

$ 9.50

 

 

 

Class C:
Net Asset Value
and offering price per share ($6,781,855 ÷ 722,186 shares)A

$ 9.39

 

 

 

Emerging Europe, Middle East, Africa (EMEA):
Net Asset Value
, offering price and redemption price per share ($110,265,497 ÷ 11,580,491 shares)

$ 9.52

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($10,230,940 ÷ 1,074,619 shares)

$ 9.52

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

 

$ 5,669,711

Interest

 

11,822

Income from Fidelity Central Funds

 

7,942

Income before foreign taxes withheld

 

5,689,475

Less foreign taxes withheld

 

(752,601)

Total income

 

4,936,874

 

 

 

Expenses

Management fee

$ 1,158,980

Transfer agent fees

398,454

Distribution and service plan fees

114,080

Accounting and security lending fees

74,660

Custodian fees and expenses

230,069

Independent trustees' compensation

838

Registration fees

82,070

Audit

61,954

Legal

383

Miscellaneous

1,128

Total expenses before reductions

2,122,616

Expense reductions

(35,590)

2,087,026

Net investment income (loss)

2,849,848

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

522,076

Foreign currency transactions

(96,200)

Total net realized gain (loss)

 

425,876

Change in net unrealized appreciation (depreciation) on:

Investment securities

11,140,957

Assets and liabilities in foreign currencies

10,565

Total change in net unrealized appreciation (depreciation)

 

11,151,522

Net gain (loss)

11,577,398

Net increase (decrease) in net assets resulting from operations

$ 14,427,246

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 2,849,848

$ 3,198,505

Net realized gain (loss)

425,876

10,513,420

Change in net unrealized appreciation (depreciation)

11,151,522

(5,470,956)

Net increase (decrease) in net assets resulting
from operations

14,427,246

8,240,969

Distributions to shareholders from net investment income

(2,689,985)

(2,782,952)

Distributions to shareholders from net realized gain

(1,184,624)

-

Total distributions

(3,874,609)

(2,782,952)

Share transactions - net increase (decrease)

(9,097,663)

(7,689,254)

Redemption fees

52,524

36,290

Total increase (decrease) in net assets

1,507,498

(2,194,947)

 

 

 

Net Assets

Beginning of period

140,507,363

142,702,310

End of period (including undistributed net investment income of $1,897,738 and undistributed net investment income of $2,631,143, respectively)

$ 142,014,861

$ 140,507,363

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.71

$ 8.34

$ 8.97

$ 7.26

$ 4.75

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .16

  .18

  .16 F

  .07

  .05

Net realized and unrealized gain (loss)

  .85

  .34

  (.70)

  1.70

  2.48

Total from investment operations

  1.01

  .52

  (.54)

  1.77

  2.53

Distributions from net investment income

  (.15)

  (.15)

  (.08)

  (.04)

  (.03)

Distributions from net realized gain

  (.07)

  -

  (.02)

  (.02)

  -

Total distributions

  (.23) J

  (.15)

  (.10)

  (.07) I

  (.03)

Redemption fees added to paid in capital C

  - H

  - H

  .01

  .01

  .01

Net asset value, end of period

$ 9.49

$ 8.71

$ 8.34

$ 8.97

$ 7.26

Total Return A,B

  11.75%

  6.38%

  (6.05)%

  24.66%

  53.78%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  1.64%

  1.62%

  1.60%

  1.69%

  1.87%

Expenses net of fee waivers, if any

  1.63%

  1.62%

  1.56%

  1.50%

  1.50%

Expenses net of all reductions

  1.62%

  1.60%

  1.51%

  1.38%

  1.39%

Net investment income (loss)

  1.82%

  2.09%

  1.70% F

  .95%

  .84%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,883

$ 8,934

$ 10,260

$ 10,045

$ 4,817

Portfolio turnover rate E

  64%

  30%

  53%

  96%

  58%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.25%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Total distributions of $.07 per share is comprised of distributions from net investment income of $.041 and distributions from net realized gain of $.024 per share.

J Total distributions of $.23 per share is comprised of distributions from net investment income of $.151 and distributions from net realized gain of $.074 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.68

$ 8.31

$ 8.96

$ 7.25

$ 4.75

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .14

  .15

  .13 F

  .06

  .04

Net realized and unrealized gain (loss)

  .84

  .35

  (.71)

  1.69

  2.47

Total from investment operations

  .98

  .50

  (.58)

  1.75

  2.51

Distributions from net investment income

  (.12)

  (.13)

  (.07)

  (.03)

  (.02)

Distributions from net realized gain

  (.07)

  -

  (.02)

  (.02)

  -

Total distributions

  (.20) J

  (.13)

  (.08) I

  (.05)

  (.02)

Redemption fees added to paid in capital C

  - H

  - H

  .01

  .01

  .01

Net asset value, end of period

$ 9.46

$ 8.68

$ 8.31

$ 8.96

$ 7.25

Total Return A,B

  11.42%

  6.14%

  (6.42)%

  24.44%

  53.20%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  1.93%

  1.89%

  1.87%

  1.95%

  2.15%

Expenses net of fee waivers, if any

  1.90%

  1.89%

  1.84%

  1.75%

  1.75%

Expenses net of all reductions

  1.88%

  1.86%

  1.78%

  1.62%

  1.64%

Net investment income (loss)

  1.55%

  1.82%

  1.42% F

  .70%

  .59%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,465

$ 3,336

$ 3,502

$ 3,114

$ 1,560

Portfolio turnover rate E

  64%

  30%

  53%

  96%

  58%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .98%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Total distributions of $.08 per share is comprised of distributions from net investment income of $.068 and distributions from net realized gain of $.015 per share.

J Total distributions of $.20 per share is comprised of distributions from net investment income of $.122 and distributions from net realized gain of $.074 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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.69

$ 8.29

$ 8.93

$ 7.23

$ 4.73

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .09

  .11

  .09 F

  .02

  .01

Net realized and unrealized gain (loss)

  .85

  .35

  (.71)

  1.68

  2.48

Total from investment operations

  .94

  .46

  (.62)

  1.70

  2.49

Distributions from net investment income

  (.06)

  (.06)

  (.02)

  -

  -

Distributions from net realized gain

  (.07)

  -

  (.01)

  (.01)

  -

Total distributions

  (.13)

  (.06)

  (.03)

  (.01)

  -

Redemption fees added to paid in capital C

  - H

  - H

  .01

  .01

  .01

Net asset value, end of period

$ 9.50

$ 8.69

$ 8.29

$ 8.93

$ 7.23

Total Return A,B

  10.94%

  5.56%

  (6.85)%

  23.72%

  52.85%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  2.42%

  2.38%

  2.37%

  2.47%

  2.68%

Expenses net of fee waivers, if any

  2.40%

  2.38%

  2.33%

  2.25%

  2.25%

Expenses net of all reductions

  2.38%

  2.35%

  2.27%

  2.12%

  2.14%

Net investment income (loss)

  1.05%

  1.33%

  .93% F

  .20%

  .09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 388

$ 441

$ 539

$ 822

$ 782

Portfolio turnover rate E

  64%

  30%

  53%

  96%

  58%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .49%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.62

$ 8.24

$ 8.90

$ 7.23

$ 4.73

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .09

  .11

  .08 F

  .02

  .01

Net realized and unrealized gain (loss)

  .83

  .35

  (.69)

  1.67

  2.48

Total from investment operations

  .92

  .46

  (.61)

  1.69

  2.49

Distributions from net investment income

  (.08)

  (.08)

  (.05)

  (.01)

  -

Distributions from net realized gain

  (.07)

  -

  (.02)

  (.02)

  -

Total distributions

  (.15)

  (.08)

  (.06) I

  (.03)

  -

Redemption fees added to paid in capital C

  - H

  - H

  .01

  .01

  .01

Net asset value, end of period

$ 9.39

$ 8.62

$ 8.24

$ 8.90

$ 7.23

Total Return A,B

  10.83%

  5.68%

  (6.79)%

  23.61%

  52.85%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  2.42%

  2.37%

  2.36%

  2.45%

  2.61%

Expenses net of fee waivers, if any

  2.40%

  2.37%

  2.33%

  2.25%

  2.25%

Expenses net of all reductions

  2.38%

  2.35%

  2.27%

  2.13%

  2.14%

Net investment income (loss)

  1.05%

  1.34%

  .93% F

  .20%

  .09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,782

$ 7,770

$ 6,650

$ 5,151

$ 2,677

Portfolio turnover rate E

  64%

  30%

  53%

  96%

  58%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .49%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Total distributions of $.06 per share is comprised of distributions from net investment income of $.047 and distributions from net realized gain of $.015 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Emerging Europe, Middle East, Africa (EMEA)

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.75

$ 8.37

$ 9.00

$ 7.28

$ 4.76

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .18

  .20

  .18 E

  .09

  .07

Net realized and unrealized gain (loss)

  .84

  .35

  (.71)

  1.70

  2.48

Total from investment operations

  1.02

  .55

  (.53)

  1.79

  2.55

Distributions from net investment income

  (.18)

  (.17)

  (.09)

  (.05)

  (.04)

Distributions from net realized gain

  (.07)

  -

  (.02)

  (.02)

  -

Total distributions

  (.25)

  (.17)

  (.11)

  (.08) H

  (.04)

Redemption fees added to paid in capital B

  - G

  - G

  .01

  .01

  .01

Net asset value, end of period

$ 9.52

$ 8.75

$ 8.37

$ 9.00

$ 7.28

Total Return A

  11.90%

  6.81%

  (5.91)%

  24.92%

  54.15%

Ratios to Average Net Assets C,F

 

 

 

 

 

Expenses before reductions

  1.40%

  1.37%

  1.35%

  1.45%

  1.61%

Expenses net of fee waivers, if any

  1.40%

  1.37%

  1.31%

  1.25%

  1.25%

Expenses net of all reductions

  1.38%

  1.34%

  1.25%

  1.12%

  1.14%

Net investment income (loss)

  2.05%

  2.34%

  1.95% E

  1.21%

  1.09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 110,265

$ 111,441

$ 114,117

$ 140,270

$ 104,141

Portfolio turnover rate D

  64%

  30%

  53%

  96%

  58%

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 $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.51%.

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 $.08 per share is comprised of distributions from net investment income of $.052 and distributions from net realized gain of $.024 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.75

$ 8.37

$ 9.00

$ 7.28

$ 4.76

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .19

  .21

  .19 E

  .09

  .06

Net realized and unrealized gain (loss)

  .84

  .35

  (.72)

  1.70

  2.49

Total from investment operations

  1.03

  .56

  (.53)

  1.79

  2.55

Distributions from net investment income

  (.19)

  (.18)

  (.09)

  (.05)

  (.04)

Distributions from net realized gain

  (.07)

  -

  (.02)

  (.02)

  -

Total distributions

  (.26)

  (.18)

  (.11)

  (.08) H

  (.04)

Redemption fees added to paid in capital B

  - G

  - G

  .01

  .01

  .01

Net asset value, end of period

$ 9.52

$ 8.75

$ 8.37

$ 9.00

$ 7.28

Total Return A

  12.05%

  6.93%

  (5.91)%

  24.95%

  54.15%

Ratios to Average Net Assets C,F

 

 

 

 

 

Expenses before reductions

  1.30%

  1.28%

  1.26%

  1.34%

  1.60%

Expenses net of fee waivers, if any

  1.30%

  1.28%

  1.24%

  1.25%

  1.25%

Expenses net of all reductions

  1.28%

  1.25%

  1.19%

  1.13%

  1.14%

Net investment income (loss)

  2.15%

  2.43%

  2.02% E

  1.20%

  1.09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,231

$ 8,586

$ 7,633

$ 7,171

$ 4,235

Portfolio turnover rate D

  64%

  30%

  53%

  96%

  58%

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 $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.58%.

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 $.08 per share is comprised of distributions from net investment income of $.054 and distributions from net realized gain of $.024 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity Emerging Europe, Middle East, Africa (EMEA) 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, Emerging Europe, Middle East, Africa (EMEA) and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. 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. 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.

Annual Report

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

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, 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. 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.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 25,331,074

Gross unrealized depreciation

(12,631,422)

Net unrealized appreciation (depreciation) on securities and other investments

$ 12,699,652

 

 

Tax Cost

$ 128,990,502

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 1,897,738

Capital loss carryforward

$ (1,624,705)

Net unrealized appreciation (depreciation)

$ 12,710,489

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

 

2018

$ (1,624,705)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 3,874,609

$ 2,782,952

Annual Report

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $89,166,804 and $94,656,093, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .55% of the Fund's average net assets and an annualized group fee rate that averaged .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. For the reporting period, the total annual management fee rate was .81% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 24,760

$ 2,563

Class T

.25%

.25%

16,204

44

Class B

.75%

.25%

4,216

3,167

Class C

.75%

.25%

68,900

7,692

 

 

 

$ 114,080

$ 13,466

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 5,196

Class T

1,770

Class B*

1,462

Class C*

1,024

 

$ 9,452

* 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

$ 26,574

.27

Class T

10,190

.31

Class B

1,263

.30

Class C

20,625

.30

Emerging Europe, Middle East, Africa (EMEA)

323,311

.28

Institutional Class

16,491

.18

 

$ 398,454

 

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. 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 $17 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $318 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is

Annual Report

Notes to Financial Statements - continued

7. Security Lending - continued

presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $4,818. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Class T

1.90%

$ 1,038

Class B

2.40%

83

Class C

2.40%

1,453

Emerging Europe, Middle East, Africa (EMEA)

1.40%

2,450

 

 

$ 5,024

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 $26,766 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $3,800.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012

From net investment income

 

 

Class A

$ 155,525

$ 173,376

Class T

46,756

52,030

Class B

2,757

3,592

Class C

69,716

61,819

Emerging Europe, Middle East, Africa (EMEA)

2,222,632

2,310,485

Institutional Class

192,599

181,650

Total

$ 2,689,985

$ 2,782,952

Annual Report

9. Distributions to Shareholders - continued

Years ended October 31,

2013

2012

From net realized gain

 

 

Class A

$ 76,218

$ -

Class T

28,360

-

Class B

3,579

-

Class C

66,141

-

Emerging Europe, Middle East, Africa (EMEA)

934,516

-

Institutional Class

75,810

-

Total

$ 1,184,624

$ -

10. 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

422,392

188,687

$ 3,786,551

$ 1,610,923

Reinvestment of distributions

20,821

16,919

182,599

134,509

Shares redeemed

(321,728)

(411,198)

(2,828,311)

(3,440,999)

Net increase (decrease)

121,485

(205,592)

$ 1,140,839

$ (1,695,567)

Class T

 

 

 

 

Shares sold

88,958

75,037

$ 793,473

$ 636,446

Reinvestment of distributions

8,485

6,513

74,325

51,713

Shares redeemed

(115,399)

(118,919)

(1,019,893)

(995,876)

Net increase (decrease)

(17,956)

(37,369)

$ (152,095)

$ (307,717)

Class B

 

 

 

 

Shares sold

10,659

2,520

$ 95,440

$ 21,721

Reinvestment of distributions

679

430

5,999

3,432

Shares redeemed

(21,228)

(17,241)

(189,688)

(147,235)

Net increase (decrease)

(9,890)

(14,291)

$ (88,249)

$ (122,082)

Class C

 

 

 

 

Shares sold

249,509

337,293

$ 2,176,685

$ 2,767,333

Reinvestment of distributions

12,615

7,082

110,128

56,016

Shares redeemed

(441,523)

(250,062)

(3,878,247)

(2,064,165)

Net increase (decrease)

(179,399)

94,313

$ (1,591,434)

$ 759,184

Emerging Europe, Middle East, Africa (EMEA)

 

 

 

 

Shares sold

4,724,612

3,688,393

$ 42,683,733

$ 31,635,971

Reinvestment of distributions

341,639

276,215

2,999,595

2,198,675

Shares redeemed

(6,228,497)

(4,854,267)

(55,025,066)

(40,803,317)

Net increase (decrease)

(1,162,246)

(889,659)

$ (9,341,738)

$ (6,968,671)

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Institutional Class

 

 

 

 

Shares sold

478,817

336,442

$ 4,308,546

$ 2,842,158

Reinvestment of distributions

10,415

5,723

91,338

45,553

Shares redeemed

(396,145)

(272,120)

(3,464,870)

(2,242,112)

Net increase (decrease)

93,087

70,045

$ 935,014

$ 645,599

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 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 Emerging Europe, Middle East, Africa (EMEA) 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.

Annual Report

Trustees and Officers - continued

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 1-800-544-8544.

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 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)

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund designates 100% of the dividends distributed during the fiscal year, as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1 (h) (11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Fidelity Emerging Europe,
Middle East, Africa (EMEA) Fund

12/10/12

$0.147

$0.0352

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 Emerging Europe, Middle East, Africa (EMEA) Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

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 for the most recent one- and three-year periods, as shown below. A peer group comparison is not shown below.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

eme320488

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps 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 13% means that 87% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to 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, is also included in the chart and considered by the Board.

Annual Report

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

eme320490

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.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expense ratio of each of Class A, Class C, Institutional Class, and the retail class ranked below its competitive median for 2012 and the total expense ratio of each of Class T and Class B 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.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

Annual Report

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

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
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank & Trust Company
Quincy, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) eme320492
1-800-544-5555

eme320492
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

EME-UANN-1213
1.861971.105

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Emerging Europe,
Middle East, Africa (EMEA)

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2013

(Fidelity Cover Art)

Class A, Class T, Class B, and Class C are classes of Fidelity® Emerging Europe,
Middle East, Africa (EMEA) Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Life of
fund
A

  Class A (incl. 5.75% sales charge)

5.32%

15.08%

-0.77%

  Class T (incl. 3.50% sales charge)

7.52%

15.28%

-0.61%

  Class B (incl. contingent deferred sales charge) B

5.94%

15.36%

-0.62%

  Class C (incl. contingent deferred sales charge) C

9.83%

15.58%

-0.45%

A From May 8, 2008.

B Class B shares' contingent deferred sales charges included in the past one year, past five years, and life of fund total return figures are 5%, 2% and 1%, respectively.

C Class C shares' contingent deferred sales charges included the past one year, past five years, and life of fund total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Emerging Europe, Middle East, Africa (EMEA) Fund - Class A on May 8, 2008, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EM (Emerging Markets) Europe, Middle East and Africa Index performed over the same period.

aem478299

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 Adam Kutas, Portfolio Manager of Fidelity Advisor® Emerging Europe, Middle East, Africa (EMEA) Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned 11.75%, 11.42%, 10.94% and 10.83%, respectively (excluding sales charges), significantly outperforming the 7.52% gain of the MSCI® EM (Emerging Markets) Europe, Middle East and Africa Index. Versus the index, the fund benefited from out-of-benchmark positions in the United Arab Emirates (UAE) and Kenya, including First Gulf Bank - the fund's top relative contributor during the period - Dubai Financial Market and Aldar Properties, and Kenyan wireless telecommunication services provider Safaricom. Conversely, performance was hurt by the fund's positioning in South Africa - including main detractors Harmony Gold Mining and DRDGOLD, the latter of which was not in the index - unfavorable security selection in Turkey, and underweightings in Poland and Russia.

Note to shareholders: The fund may invest up to 35% of its total assets in any industry that represents more than 20% of the emerging Europe, Middle East and Africa markets. As of October 31, 2013, the fund did not have more than 25% of its total assets in any one industry.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 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.

Annual Report

 

Annualized Expense RatioB

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

1.62%

 

 

 

Actual

 

$ 1,000.00

$ 1,072.30

$ 8.46

HypotheticalA

 

$ 1,000.00

$ 1,017.04

$ 8.24

Class T

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,070.10

$ 9.91

HypotheticalA

 

$ 1,000.00

$ 1,015.63

$ 9.65

Class B

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,068.60

$ 12.51

HypotheticalA

 

$ 1,000.00

$ 1,013.11

$ 12.18

Class C

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,068.30

$ 12.51

HypotheticalA

 

$ 1,000.00

$ 1,013.11

$ 12.18

Emerging Europe, Middle East, Africa (EMEA)

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,073.30

$ 7.32

HypotheticalA

 

$ 1,000.00

$ 1,018.15

$ 7.12

Institutional Class

1.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,074.50

$ 6.43

HypotheticalA

 

$ 1,000.00

$ 1,019.00

$ 6.26

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


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

aem478301

South Africa 36.6%

 

aem478303

Russia 31.9%

 

aem478305

Poland 5.6%

 

aem478307

United Arab Emirates 4.5%

 

aem478309

Turkey 3.7%

 

aem478311

Czech Republic 2.8%

 

aem478313

United Kingdom 2.6%

 

aem478315

Kenya 2.1%

 

aem478317

Qatar 1.8%

 

aem478319

Other * 8.4%

 

aem478321

* 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

aem478301

South Africa 38.4%

 

aem478303

Russia 32.3%

 

aem478305

Turkey 9.3%

 

aem478307

United Arab Emirates 4.9%

 

aem478309

Poland 2.8%

 

aem478311

Kenya 2.7%

 

aem478313

Qatar 1.6%

 

aem478315

Nigeria 1.2%

 

aem478317

Czech Republic 1.0%

 

aem478319

Other * 5.8%

 

aem478333

* 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

99.1

99.3

Short-Term Investments and Net Other Assets (Liabilities)

0.9

0.7

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Sberbank (Savings Bank of the Russian Federation) (Russia, Commercial Banks)

7.1

8.7

LUKOIL Oil Co. (United Kingdom) (Russia, Oil, Gas & Consumable Fuels)

6.7

7.8

MTN Group Ltd. (South Africa, Wireless Telecommunication Services)

5.7

7.2

Gazprom OAO (Russia, Oil, Gas & Consumable Fuels)

5.4

4.3

Naspers Ltd. Class N (South Africa, Media)

4.3

2.1

Sasol Ltd. (South Africa, Oil, Gas & Consumable Fuels)

2.7

1.5

Bank Polska Kasa Opieki SA (Poland, Commercial Banks)

2.7

1.8

Magnit OJSC (Russia, Food & Staples Retailing)

2.5

1.8

Standard Bank Group Ltd. (South Africa, Commercial Banks)

2.3

3.1

Surgutneftegas (Russia, Oil, Gas & Consumable Fuels)

2.3

3.5

 

41.7

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

34.2

34.1

Energy

23.2

23.6

Telecommunication Services

11.7

11.1

Consumer Staples

10.0

10.8

Consumer Discretionary

7.1

3.9

Materials

6.8

9.2

Industrials

2.7

4.4

Health Care

2.2

1.3

Utilities

0.8

0.6

Information Technology

0.4

0.3

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 95.3%

Shares

Value

Bangladesh - 0.4%

Grameenphone Ltd.

120,000

$ 296,506

Square Pharmaceuticals Ltd.

125,000

289,396

TOTAL BANGLADESH

585,902

Botswana - 0.2%

First National Bank of Botswana Ltd.

650,000

291,113

Canada - 0.5%

Africa Oil Corp. (a)

75,400

669,644

Cayman Islands - 1.0%

Eurasia Drilling Co. Ltd. GDR (Reg. S)

33,600

1,422,960

Czech Republic - 2.8%

Komercni Banka A/S

7,800

1,936,506

Philip Morris CR A/S

2,800

1,589,076

Telefonica Czech Rep A/S

23,900

389,876

TOTAL CZECH REPUBLIC

3,915,458

Estonia - 0.4%

Tallinna Kaubamaja AS

70,900

526,567

Greece - 0.9%

Jumbo SA (a)

45,700

614,287

Karelia Tobacco Co., Inc.

1,970

614,795

Kri Kri Milk Industry SA (a)

25,000

71,282

Sarantis SA (a)

4,628

36,822

TOTAL GREECE

1,337,186

Israel - 0.2%

Bezeq The Israeli Telecommunication Corp. Ltd.

200,000

348,302

Kazakhstan - 0.1%

Kcell JSC GDR

10,000

173,000

Kenya - 2.1%

British American Tobacco Kenya Ltd.

51,700

347,695

Kenya Commercial Bank Ltd.

250,000

142,062

Safaricom Ltd.

17,420,944

1,928,857

Uchumi Supermarket Ltd.

2,397,200

596,842

TOTAL KENYA

3,015,456

Kuwait - 0.3%

Kuwait Food Co. (Americana)

50,000

435,861

Lithuania - 0.4%

Apranga AB

163,766

564,777

Common Stocks - continued

Shares

Value

Nigeria - 0.6%

Skye Bank PLC

5,785,889

$ 149,384

Zenith Bank PLC

5,269,355

714,747

TOTAL NIGERIA

864,131

Oman - 0.8%

National Bank of Oman (a)

828,494

634,820

Oman Telecommunications Co. (a)

136,761

552,372

TOTAL OMAN

1,187,192

Poland - 5.6%

Amica Wronki SA

10,200

354,310

Bank Handlowy w Warszawie SA

51,300

1,978,489

Bank Polska Kasa Opieki SA

60,200

3,771,844

Powszechny Zaklad Ubezpieczen SA

12,000

1,826,286

TOTAL POLAND

7,930,929

Qatar - 1.8%

Gulf International Services QSC (a)

34,000

547,363

Industries Qatar QSC

16,528

724,235

Qatar National Bank SAQ

28,281

1,289,738

TOTAL QATAR

2,561,336

Romania - 1.2%

Banca Transilvania SA (a)

1,125,000

485,545

Bursa de Valori Bucuresti

61,814

475,296

Nuclearelectrica SA rights (a)

82,000

275,346

SNP Petrom SA

4,005,225

545,562

TOTAL ROMANIA

1,781,749

Russia - 28.1%

Gazprom OAO

1,616,200

7,583,414

LUKOIL Oil Co.

13,100

859,425

LUKOIL Oil Co. sponsored ADR (United Kingdom)

131,995

8,658,872

Magnit OJSC

13,200

3,552,063

Megafon OJSC GDR

79,000

2,867,700

Mobile TeleSystems OJSC

98,200

1,033,725

Moscow Exchange MICEX-RTS OAO

450,500

860,383

NOVATEK OAO

42,000

539,675

NOVATEK OAO GDR (Reg. S)

19,450

2,732,725

Sberbank (Savings Bank of the Russian Federation)

3,135,200

10,049,609

Vozrozhdenie Bank

85,700

1,106,298

TOTAL RUSSIA

39,843,889

Common Stocks - continued

Shares

Value

South Africa - 36.6%

AngloGold Ashanti Ltd.

130,300

$ 1,969,407

Aspen Pharmacare Holdings Ltd.

60,400

1,681,483

Cashbuild Ltd.

85,400

1,331,521

Clicks Group Ltd.

343,217

2,138,536

DRDGOLD Ltd.

3,287,814

1,623,965

DRDGOLD Ltd. sponsored ADR

28,300

139,519

FirstRand Ltd.

819,800

2,939,888

Harmony Gold Mining Co. Ltd.

461,100

1,591,068

Holdsport Ltd.

130,400

636,494

Hulamin Ltd. (a)

876,800

495,227

Metrofile Holdings Ltd.

1,089,700

536,234

MTN Group Ltd.

407,650

8,102,850

Nampak Ltd.

907,400

3,000,939

Naspers Ltd. Class N

65,600

6,136,063

Omnia Holdings Ltd.

40,600

838,147

Pioneer Foods Ltd.

150,300

1,272,619

Raubex Group Ltd.

802,400

1,902,340

Remgro Ltd.

124,200

2,528,849

RMB Holdings Ltd.

221,500

1,110,506

Sasol Ltd.

76,000

3,883,435

Shoprite Holdings Ltd.

163,900

3,000,854

Standard Bank Group Ltd.

257,363

3,269,225

Steinhoff International Holdings Ltd.

40,000

154,641

Vodacom Group Ltd.

87,400

1,001,220

Zeder Investments Ltd.

1,556,380

671,972

TOTAL SOUTH AFRICA

51,957,002

Sri Lanka - 0.3%

Hatton National Bank PLC

365,000

409,893

Turkey - 3.7%

Aygaz A/S

184,000

842,460

Koc Holding A/S

265,850

1,305,112

Turkiye Garanti Bankasi A/S

488,000

1,965,445

Turkiye Halk Bankasi A/S

135,000

1,092,173

TOTAL TURKEY

5,205,190

United Arab Emirates - 4.5%

Agthia Group PJSC

224,869

249,786

Aldar Properties PJSC

1,437,210

1,056,484

Dubai Financial Market PJSC (a)

3,234,033

2,051,537

Emaar Properties PJSC

330,000

546,256

First Gulf Bank PJSC

325,940

1,437,579

Common Stocks - continued

Shares

Value

United Arab Emirates - continued

National Bank of Abu Dhabi PJSC

131,600

$ 447,863

SHUAA Capital PSC (a)

2,220,000

604,411

TOTAL UNITED ARAB EMIRATES

6,393,916

United Kingdom - 2.6%

Alabama Noor Hospitals Group PLC (a)

39,100

532,890

Fawaz Abdulaziz Alhokair & Co. (HSBC Warrant Program) warrants 2/23/15 (a)

10,000

329,298

Herfy Food Services Co. Ltd. (HSBC Warrant Program) warrants 10/8/15 (a)

21,500

640,632

NMC Health PLC

105,200

611,119

Old Mutual PLC

245,200

795,289

Saudia Dairy & Foodstuff Co. (HSBC Warrant Program) warrants 6/26/15 (a)

19,000

466,084

The Savola Group (HSBC Warrant Program) warrants 2/2/15 (a)

19,000

279,903

TOTAL UNITED KINGDOM

3,655,215

Zambia - 0.2%

Zambeef Products PLC (a)

351,874

225,148

TOTAL COMMON STOCKS

(Cost $122,897,776)


135,301,816

Nonconvertible Preferred Stocks - 3.8%

 

 

 

 

Russia - 3.8%

Surgutneftegas

4,375,800

3,254,144

Tatneft OAO

598,700

2,206,570

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $4,425,369)


5,460,714

Money Market Funds - 0.7%

Shares

Value

Fidelity Cash Central Fund, 0.09% (b)
(Cost $927,624)

927,624

$ 927,624

TOTAL INVESTMENT PORTFOLIO - 99.8%

(Cost $128,250,769)

141,690,154

NET OTHER ASSETS (LIABILITIES) - 0.2%

324,707

NET ASSETS - 100%

$ 142,014,861

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.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 3,124

Fidelity Securities Lending Cash Central Fund

4,818

Total

$ 7,942

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 table 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

$ 10,227,954

$ 10,227,954

$ -

$ -

Consumer Staples

14,222,085

14,222,085

-

-

Energy

32,903,789

29,020,354

3,883,435

-

Financials

48,355,407

46,639,490

1,715,917

-

Health Care

3,114,888

3,114,888

-

-

Industrials

3,931,687

3,931,687

-

-

Information Technology

536,234

536,234

-

-

Materials

9,658,272

4,473,832

5,184,440

-

Telecommunication Services

16,694,408

16,694,408

-

-

Utilities

1,117,806

1,117,806

-

-

Money Market Funds

927,624

927,624

-

-

Total Investments in Securities:

$ 141,690,154

$ 130,906,362

$ 10,783,792

$ -

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $127,323,145)

$ 140,762,530

 

Fidelity Central Funds (cost $927,624)

927,624

 

Total Investments (cost $128,250,769)

 

$ 141,690,154

Foreign currency held at value (cost $6,860)

6,860

Receivable for investments sold

543,045

Receivable for fund shares sold

456,976

Dividends receivable

297,198

Distributions receivable from Fidelity Central Funds

82

Prepaid expenses

396

Other receivables

3,403

Total assets

142,998,114

 

 

 

Liabilities

Payable to custodian bank

$ 100,546

Payable for investments purchased

543,105

Payable for fund shares redeemed

113,301

Accrued management fee

102,489

Distribution and service plan fees payable

9,522

Other affiliated payables

35,514

Audit fees payable

44,096

Other payables and accrued expenses

34,680

Total liabilities

983,253

 

 

 

Net Assets

$ 142,014,861

Net Assets consist of:

 

Paid in capital

$ 129,031,339

Undistributed net investment income

1,897,738

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(2,364,438)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

13,450,222

Net Assets

$ 142,014,861

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($10,883,131 ÷ 1,146,802 shares)

$ 9.49

 

 

 

Maximum offering price per share (100/94.25 of $9.49)

$ 10.07

Class T:
Net Asset Value
and redemption price per share ($3,465,265 ÷ 366,170 shares)

$ 9.46

 

 

 

Maximum offering price per share (100/96.50 of $9.46)

$ 9.80

Class B:
Net Asset Value
and offering price per share ($388,173 ÷ 40,870 shares)A

$ 9.50

 

 

 

Class C:
Net Asset Value
and offering price per share ($6,781,855 ÷ 722,186 shares)A

$ 9.39

 

 

 

Emerging Europe, Middle East, Africa (EMEA):
Net Asset Value
, offering price and redemption price per share ($110,265,497 ÷ 11,580,491 shares)

$ 9.52

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($10,230,940 ÷ 1,074,619 shares)

$ 9.52

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 5,669,711

Interest

 

11,822

Income from Fidelity Central Funds

 

7,942

Income before foreign taxes withheld

 

5,689,475

Less foreign taxes withheld

 

(752,601)

Total income

 

4,936,874

 

 

 

Expenses

Management fee

$ 1,158,980

Transfer agent fees

398,454

Distribution and service plan fees

114,080

Accounting and security lending fees

74,660

Custodian fees and expenses

230,069

Independent trustees' compensation

838

Registration fees

82,070

Audit

61,954

Legal

383

Miscellaneous

1,128

Total expenses before reductions

2,122,616

Expense reductions

(35,590)

2,087,026

Net investment income (loss)

2,849,848

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

522,076

Foreign currency transactions

(96,200)

Total net realized gain (loss)

 

425,876

Change in net unrealized appreciation (depreciation) on:

Investment securities

11,140,957

Assets and liabilities in foreign currencies

10,565

Total change in net unrealized appreciation (depreciation)

 

11,151,522

Net gain (loss)

11,577,398

Net increase (decrease) in net assets resulting from operations

$ 14,427,246

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)

$ 2,849,848

$ 3,198,505

Net realized gain (loss)

425,876

10,513,420

Change in net unrealized appreciation (depreciation)

11,151,522

(5,470,956)

Net increase (decrease) in net assets resulting
from operations

14,427,246

8,240,969

Distributions to shareholders from net investment income

(2,689,985)

(2,782,952)

Distributions to shareholders from net realized gain

(1,184,624)

-

Total distributions

(3,874,609)

(2,782,952)

Share transactions - net increase (decrease)

(9,097,663)

(7,689,254)

Redemption fees

52,524

36,290

Total increase (decrease) in net assets

1,507,498

(2,194,947)

 

 

 

Net Assets

Beginning of period

140,507,363

142,702,310

End of period (including undistributed net investment income of $1,897,738 and undistributed net investment income of $2,631,143, respectively)

$ 142,014,861

$ 140,507,363

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.71

$ 8.34

$ 8.97

$ 7.26

$ 4.75

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .16

  .18

  .16 F

  .07

  .05

Net realized and unrealized gain (loss)

  .85

  .34

  (.70)

  1.70

  2.48

Total from investment operations

  1.01

  .52

  (.54)

  1.77

  2.53

Distributions from net investment income

  (.15)

  (.15)

  (.08)

  (.04)

  (.03)

Distributions from net realized gain

  (.07)

  -

  (.02)

  (.02)

  -

Total distributions

  (.23) J

  (.15)

  (.10)

  (.07) I

  (.03)

Redemption fees added to paid in capital C

  - H

  - H

  .01

  .01

  .01

Net asset value, end of period

$ 9.49

$ 8.71

$ 8.34

$ 8.97

$ 7.26

Total Return A,B

  11.75%

  6.38%

  (6.05)%

  24.66%

  53.78%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  1.64%

  1.62%

  1.60%

  1.69%

  1.87%

Expenses net of fee waivers, if any

  1.63%

  1.62%

  1.56%

  1.50%

  1.50%

Expenses net of all reductions

  1.62%

  1.60%

  1.51%

  1.38%

  1.39%

Net investment income (loss)

  1.82%

  2.09%

  1.70% F

  .95%

  .84%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,883

$ 8,934

$ 10,260

$ 10,045

$ 4,817

Portfolio turnover rate E

  64%

  30%

  53%

  96%

  58%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.25%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Total distributions of $.07 per share is comprised of distributions from net investment income of $.041 and distributions from net realized gain of $.024 per share.

J Total distributions of $.23 per share is comprised of distributions from net investment income of $.151 and distributions from net realized gain of $.074 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.68

$ 8.31

$ 8.96

$ 7.25

$ 4.75

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .14

  .15

  .13 F

  .06

  .04

Net realized and unrealized gain (loss)

  .84

  .35

  (.71)

  1.69

  2.47

Total from investment operations

  .98

  .50

  (.58)

  1.75

  2.51

Distributions from net investment income

  (.12)

  (.13)

  (.07)

  (.03)

  (.02)

Distributions from net realized gain

  (.07)

  -

  (.02)

  (.02)

  -

Total distributions

  (.20) J

  (.13)

  (.08) I

  (.05)

  (.02)

Redemption fees added to paid in capital C

  - H

  - H

  .01

  .01

  .01

Net asset value, end of period

$ 9.46

$ 8.68

$ 8.31

$ 8.96

$ 7.25

Total Return A,B

  11.42%

  6.14%

  (6.42)%

  24.44%

  53.20%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  1.93%

  1.89%

  1.87%

  1.95%

  2.15%

Expenses net of fee waivers, if any

  1.90%

  1.89%

  1.84%

  1.75%

  1.75%

Expenses net of all reductions

  1.88%

  1.86%

  1.78%

  1.62%

  1.64%

Net investment income (loss)

  1.55%

  1.82%

  1.42% F

  .70%

  .59%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,465

$ 3,336

$ 3,502

$ 3,114

$ 1,560

Portfolio turnover rate E

  64%

  30%

  53%

  96%

  58%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .98%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Total distributions of $.08 per share is comprised of distributions from net investment income of $.068 and distributions from net realized gain of $.015 per share.

J Total distributions of $.20 per share is comprised of distributions from net investment income of $.122 and distributions from net realized gain of $.074 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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.69

$ 8.29

$ 8.93

$ 7.23

$ 4.73

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .09

  .11

  .09 F

  .02

  .01

Net realized and unrealized gain (loss)

  .85

  .35

  (.71)

  1.68

  2.48

Total from investment operations

  .94

  .46

  (.62)

  1.70

  2.49

Distributions from net investment income

  (.06)

  (.06)

  (.02)

  -

  -

Distributions from net realized gain

  (.07)

  -

  (.01)

  (.01)

  -

Total distributions

  (.13)

  (.06)

  (.03)

  (.01)

  -

Redemption fees added to paid in capital C

  - H

  - H

  .01

  .01

  .01

Net asset value, end of period

$ 9.50

$ 8.69

$ 8.29

$ 8.93

$ 7.23

Total Return A,B

  10.94%

  5.56%

  (6.85)%

  23.72%

  52.85%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  2.42%

  2.38%

  2.37%

  2.47%

  2.68%

Expenses net of fee waivers, if any

  2.40%

  2.38%

  2.33%

  2.25%

  2.25%

Expenses net of all reductions

  2.38%

  2.35%

  2.27%

  2.12%

  2.14%

Net investment income (loss)

  1.05%

  1.33%

  .93% F

  .20%

  .09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 388

$ 441

$ 539

$ 822

$ 782

Portfolio turnover rate E

  64%

  30%

  53%

  96%

  58%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .49%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.62

$ 8.24

$ 8.90

$ 7.23

$ 4.73

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .09

  .11

  .08 F

  .02

  .01

Net realized and unrealized gain (loss)

  .83

  .35

  (.69)

  1.67

  2.48

Total from investment operations

  .92

  .46

  (.61)

  1.69

  2.49

Distributions from net investment income

  (.08)

  (.08)

  (.05)

  (.01)

  -

Distributions from net realized gain

  (.07)

  -

  (.02)

  (.02)

  -

Total distributions

  (.15)

  (.08)

  (.06) I

  (.03)

  -

Redemption fees added to paid in capital C

  - H

  - H

  .01

  .01

  .01

Net asset value, end of period

$ 9.39

$ 8.62

$ 8.24

$ 8.90

$ 7.23

Total Return A,B

  10.83%

  5.68%

  (6.79)%

  23.61%

  52.85%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  2.42%

  2.37%

  2.36%

  2.45%

  2.61%

Expenses net of fee waivers, if any

  2.40%

  2.37%

  2.33%

  2.25%

  2.25%

Expenses net of all reductions

  2.38%

  2.35%

  2.27%

  2.13%

  2.14%

Net investment income (loss)

  1.05%

  1.34%

  .93% F

  .20%

  .09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,782

$ 7,770

$ 6,650

$ 5,151

$ 2,677

Portfolio turnover rate E

  64%

  30%

  53%

  96%

  58%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .49%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Total distributions of $.06 per share is comprised of distributions from net investment income of $.047 and distributions from net realized gain of $.015 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Emerging Europe, Middle East, Africa (EMEA)

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.75

$ 8.37

$ 9.00

$ 7.28

$ 4.76

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .18

  .20

  .18 E

  .09

  .07

Net realized and unrealized gain (loss)

  .84

  .35

  (.71)

  1.70

  2.48

Total from investment operations

  1.02

  .55

  (.53)

  1.79

  2.55

Distributions from net investment income

  (.18)

  (.17)

  (.09)

  (.05)

  (.04)

Distributions from net realized gain

  (.07)

  -

  (.02)

  (.02)

  -

Total distributions

  (.25)

  (.17)

  (.11)

  (.08) H

  (.04)

Redemption fees added to paid in capital B

  - G

  - G

  .01

  .01

  .01

Net asset value, end of period

$ 9.52

$ 8.75

$ 8.37

$ 9.00

$ 7.28

Total Return A

  11.90%

  6.81%

  (5.91)%

  24.92%

  54.15%

Ratios to Average Net Assets C,F

 

 

 

 

 

Expenses before reductions

  1.40%

  1.37%

  1.35%

  1.45%

  1.61%

Expenses net of fee waivers, if any

  1.40%

  1.37%

  1.31%

  1.25%

  1.25%

Expenses net of all reductions

  1.38%

  1.34%

  1.25%

  1.12%

  1.14%

Net investment income (loss)

  2.05%

  2.34%

  1.95% E

  1.21%

  1.09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 110,265

$ 111,441

$ 114,117

$ 140,270

$ 104,141

Portfolio turnover rate D

  64%

  30%

  53%

  96%

  58%

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 $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.51%.

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 $.08 per share is comprised of distributions from net investment income of $.052 and distributions from net realized gain of $.024 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.75

$ 8.37

$ 9.00

$ 7.28

$ 4.76

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .19

  .21

  .19 E

  .09

  .06

Net realized and unrealized gain (loss)

  .84

  .35

  (.72)

  1.70

  2.49

Total from investment operations

  1.03

  .56

  (.53)

  1.79

  2.55

Distributions from net investment income

  (.19)

  (.18)

  (.09)

  (.05)

  (.04)

Distributions from net realized gain

  (.07)

  -

  (.02)

  (.02)

  -

Total distributions

  (.26)

  (.18)

  (.11)

  (.08) H

  (.04)

Redemption fees added to paid in capital B

  - G

  - G

  .01

  .01

  .01

Net asset value, end of period

$ 9.52

$ 8.75

$ 8.37

$ 9.00

$ 7.28

Total Return A

  12.05%

  6.93%

  (5.91)%

  24.95%

  54.15%

Ratios to Average Net Assets C,F

 

 

 

 

 

Expenses before reductions

  1.30%

  1.28%

  1.26%

  1.34%

  1.60%

Expenses net of fee waivers, if any

  1.30%

  1.28%

  1.24%

  1.25%

  1.25%

Expenses net of all reductions

  1.28%

  1.25%

  1.19%

  1.13%

  1.14%

Net investment income (loss)

  2.15%

  2.43%

  2.02% E

  1.20%

  1.09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,231

$ 8,586

$ 7,633

$ 7,171

$ 4,235

Portfolio turnover rate D

  64%

  30%

  53%

  96%

  58%

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 $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.58%.

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 $.08 per share is comprised of distributions from net investment income of $.054 and distributions from net realized gain of $.024 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity Emerging Europe, Middle East, Africa (EMEA) 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, Emerging Europe, Middle East, Africa (EMEA) and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. 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. 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

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, 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. 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 25,331,074

Gross unrealized depreciation

(12,631,422)

Net unrealized appreciation (depreciation) on securities and other investments

$ 12,699,652

 

 

Tax Cost

$ 128,990,502

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 1,897,738

Capital loss carryforward

$ (1,624,705)

Net unrealized appreciation (depreciation)

$ 12,710,489

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

 

2018

$ (1,624,705)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 3,874,609

$ 2,782,952

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $89,166,804 and $94,656,093, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .55% of the Fund's average net assets and an annualized group fee rate that averaged .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. For the reporting period, the total annual management fee rate was .81% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 24,760

$ 2,563

Class T

.25%

.25%

16,204

44

Class B

.75%

.25%

4,216

3,167

Class C

.75%

.25%

68,900

7,692

 

 

 

$ 114,080

$ 13,466

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% 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

$ 5,196

Class T

1,770

Class B*

1,462

Class C*

1,024

 

$ 9,452

* 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

$ 26,574

.27

Class T

10,190

.31

Class B

1,263

.30

Class C

20,625

.30

Emerging Europe, Middle East, Africa (EMEA)

323,311

.28

Institutional Class

16,491

.18

 

$ 398,454

 

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for 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 $17 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $318 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is

Annual Report

7. Security Lending - continued

presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $4,818. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Class T

1.90%

$ 1,038

Class B

2.40%

83

Class C

2.40%

1,453

Emerging Europe, Middle East, Africa (EMEA)

1.40%

2,450

 

 

$ 5,024

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 $26,766 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $3,800.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012

From net investment income

 

 

Class A

$ 155,525

$ 173,376

Class T

46,756

52,030

Class B

2,757

3,592

Class C

69,716

61,819

Emerging Europe, Middle East, Africa (EMEA)

2,222,632

2,310,485

Institutional Class

192,599

181,650

Total

$ 2,689,985

$ 2,782,952

Annual Report

Notes to Financial Statements - continued

9. Distributions to Shareholders - continued

Years ended October 31,

2013

2012

From net realized gain

 

 

Class A

$ 76,218

$ -

Class T

28,360

-

Class B

3,579

-

Class C

66,141

-

Emerging Europe, Middle East, Africa (EMEA)

934,516

-

Institutional Class

75,810

-

Total

$ 1,184,624

$ -

10. 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

422,392

188,687

$ 3,786,551

$ 1,610,923

Reinvestment of distributions

20,821

16,919

182,599

134,509

Shares redeemed

(321,728)

(411,198)

(2,828,311)

(3,440,999)

Net increase (decrease)

121,485

(205,592)

$ 1,140,839

$ (1,695,567)

Class T

 

 

 

 

Shares sold

88,958

75,037

$ 793,473

$ 636,446

Reinvestment of distributions

8,485

6,513

74,325

51,713

Shares redeemed

(115,399)

(118,919)

(1,019,893)

(995,876)

Net increase (decrease)

(17,956)

(37,369)

$ (152,095)

$ (307,717)

Class B

 

 

 

 

Shares sold

10,659

2,520

$ 95,440

$ 21,721

Reinvestment of distributions

679

430

5,999

3,432

Shares redeemed

(21,228)

(17,241)

(189,688)

(147,235)

Net increase (decrease)

(9,890)

(14,291)

$ (88,249)

$ (122,082)

Class C

 

 

 

 

Shares sold

249,509

337,293

$ 2,176,685

$ 2,767,333

Reinvestment of distributions

12,615

7,082

110,128

56,016

Shares redeemed

(441,523)

(250,062)

(3,878,247)

(2,064,165)

Net increase (decrease)

(179,399)

94,313

$ (1,591,434)

$ 759,184

Emerging Europe, Middle East, Africa (EMEA)

 

 

 

 

Shares sold

4,724,612

3,688,393

$ 42,683,733

$ 31,635,971

Reinvestment of distributions

341,639

276,215

2,999,595

2,198,675

Shares redeemed

(6,228,497)

(4,854,267)

(55,025,066)

(40,803,317)

Net increase (decrease)

(1,162,246)

(889,659)

$ (9,341,738)

$ (6,968,671)

Annual Report

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Institutional Class

 

 

 

 

Shares sold

478,817

336,442

$ 4,308,546

$ 2,842,158

Reinvestment of distributions

10,415

5,723

91,338

45,553

Shares redeemed

(396,145)

(272,120)

(3,464,870)

(2,242,112)

Net increase (decrease)

93,087

70,045

$ 935,014

$ 645,599

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 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 Emerging Europe, Middle East, Africa (EMEA) 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.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 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)

Class A, T, B and C designate 100% of the dividend distributed during the fiscal year, as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/10/12

$0.134

$0.0352

Class T

12/10/12

$0.119

$0.0352

Class B

12/10/12

$0.086

$0.0352

Class C

12/10/12

$0.097

$0.0352

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 Emerging Europe, Middle East, Africa (EMEA) Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

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 for the most recent one- and three-year periods, as shown below. A peer group comparison is not shown below.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

aem478335

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps 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 13% means that 87% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to 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, is also included in the chart and considered by the Board.

Annual Report

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

aem478337

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.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expense ratio of each of Class A, Class C, Institutional Class, and the retail class ranked below its competitive median for 2012 and the total expense ratio of each of Class T and Class B 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.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

Annual Report

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

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
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank & Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)

AEME-UANN-1213
1.861988.105

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Emerging Europe,
Middle East, Africa (EMEA)

Fund - Institutional Class

Annual Report

October 31, 2013

(Fidelity Cover Art)

Institutional Class is a
class of Fidelity® Emerging Europe, Middle East, Africa (EMEA) Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Past 5
years

Life of
fund
A

  Institutional Class

12.05%

16.78%

0.60%

A From May 8, 2008.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Emerging Europe, Middle East, Africa (EMEA) Fund - Institutional Class on May 8, 2008, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® EM (Emerging Markets) Europe, Middle East and Africa Index performed over the same period.

mei3828460

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 Adam Kutas, Portfolio Manager of Fidelity Advisor® Emerging Europe, Middle East, Africa (EMEA) Fund: For the year, the fund's Institutional Class shares returned 12.05%, significantly outperforming the 7.52% gain of the MSCI® EM (Emerging Markets) Europe, Middle East and Africa Index. Versus the index, the fund benefited from out-of-benchmark positions in the United Arab Emirates (UAE) and Kenya, including First Gulf Bank - the fund's top relative contributor during the period - Dubai Financial Market and Aldar Properties, and Kenyan wireless telecommunication services provider Safaricom. Conversely, performance was hurt by the fund's positioning in South Africa - including main detractors Harmony Gold Mining and DRDGOLD - unfavorable security selection in Turkey and underweightings in Poland and Russia.

Note to shareholders: The fund may invest up to 35% of its total assets in any industry that represents more than 20% of the emerging Europe, Middle East and Africa markets. As of October 31, 2013, the fund did not have more than 25% of its total assets in any one industry.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 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.

Annual Report

Shareholder Expense Example - continued

 

Annualized Expense RatioB

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

1.62%

 

 

 

Actual

 

$ 1,000.00

$ 1,072.30

$ 8.46

HypotheticalA

 

$ 1,000.00

$ 1,017.04

$ 8.24

Class T

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,070.10

$ 9.91

HypotheticalA

 

$ 1,000.00

$ 1,015.63

$ 9.65

Class B

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,068.60

$ 12.51

HypotheticalA

 

$ 1,000.00

$ 1,013.11

$ 12.18

Class C

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,068.30

$ 12.51

HypotheticalA

 

$ 1,000.00

$ 1,013.11

$ 12.18

Emerging Europe, Middle East, Africa (EMEA)

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,073.30

$ 7.32

HypotheticalA

 

$ 1,000.00

$ 1,018.15

$ 7.12

Institutional Class

1.23%

 

 

 

Actual

 

$ 1,000.00

$ 1,074.50

$ 6.43

HypotheticalA

 

$ 1,000.00

$ 1,019.00

$ 6.26

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


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

mei3828462

South Africa 36.6%

 

mei3828464

Russia 31.9%

 

mei3828466

Poland 5.6%

 

mei3828468

United Arab Emirates 4.5%

 

mei3828470

Turkey 3.7%

 

mei3828472

Czech Republic 2.8%

 

mei3828474

United Kingdom 2.6%

 

mei3828476

Kenya 2.1%

 

mei3828478

Qatar 1.8%

 

mei3828480

Other * 8.4%

 

mei3828482

* 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

mei3828462

South Africa 38.4%

 

mei3828464

Russia 32.3%

 

mei3828466

Turkey 9.3%

 

mei3828468

United Arab Emirates 4.9%

 

mei3828470

Poland 2.8%

 

mei3828472

Kenya 2.7%

 

mei3828474

Qatar 1.6%

 

mei3828476

Nigeria 1.2%

 

mei3828478

Czech Republic 1.0%

 

mei3828480

Other * 5.8%

 

mei3828494

* 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

99.1

99.3

Short-Term Investments and Net Other Assets (Liabilities)

0.9

0.7

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Sberbank (Savings Bank of the Russian Federation) (Russia, Commercial Banks)

7.1

8.7

LUKOIL Oil Co. (United Kingdom) (Russia, Oil, Gas & Consumable Fuels)

6.7

7.8

MTN Group Ltd. (South Africa, Wireless Telecommunication Services)

5.7

7.2

Gazprom OAO (Russia, Oil, Gas & Consumable Fuels)

5.4

4.3

Naspers Ltd. Class N (South Africa, Media)

4.3

2.1

Sasol Ltd. (South Africa, Oil, Gas & Consumable Fuels)

2.7

1.5

Bank Polska Kasa Opieki SA (Poland, Commercial Banks)

2.7

1.8

Magnit OJSC (Russia, Food & Staples Retailing)

2.5

1.8

Standard Bank Group Ltd. (South Africa, Commercial Banks)

2.3

3.1

Surgutneftegas (Russia, Oil, Gas & Consumable Fuels)

2.3

3.5

 

41.7

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

34.2

34.1

Energy

23.2

23.6

Telecommunication Services

11.7

11.1

Consumer Staples

10.0

10.8

Consumer Discretionary

7.1

3.9

Materials

6.8

9.2

Industrials

2.7

4.4

Health Care

2.2

1.3

Utilities

0.8

0.6

Information Technology

0.4

0.3

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 95.3%

Shares

Value

Bangladesh - 0.4%

Grameenphone Ltd.

120,000

$ 296,506

Square Pharmaceuticals Ltd.

125,000

289,396

TOTAL BANGLADESH

585,902

Botswana - 0.2%

First National Bank of Botswana Ltd.

650,000

291,113

Canada - 0.5%

Africa Oil Corp. (a)

75,400

669,644

Cayman Islands - 1.0%

Eurasia Drilling Co. Ltd. GDR (Reg. S)

33,600

1,422,960

Czech Republic - 2.8%

Komercni Banka A/S

7,800

1,936,506

Philip Morris CR A/S

2,800

1,589,076

Telefonica Czech Rep A/S

23,900

389,876

TOTAL CZECH REPUBLIC

3,915,458

Estonia - 0.4%

Tallinna Kaubamaja AS

70,900

526,567

Greece - 0.9%

Jumbo SA (a)

45,700

614,287

Karelia Tobacco Co., Inc.

1,970

614,795

Kri Kri Milk Industry SA (a)

25,000

71,282

Sarantis SA (a)

4,628

36,822

TOTAL GREECE

1,337,186

Israel - 0.2%

Bezeq The Israeli Telecommunication Corp. Ltd.

200,000

348,302

Kazakhstan - 0.1%

Kcell JSC GDR

10,000

173,000

Kenya - 2.1%

British American Tobacco Kenya Ltd.

51,700

347,695

Kenya Commercial Bank Ltd.

250,000

142,062

Safaricom Ltd.

17,420,944

1,928,857

Uchumi Supermarket Ltd.

2,397,200

596,842

TOTAL KENYA

3,015,456

Kuwait - 0.3%

Kuwait Food Co. (Americana)

50,000

435,861

Lithuania - 0.4%

Apranga AB

163,766

564,777

Common Stocks - continued

Shares

Value

Nigeria - 0.6%

Skye Bank PLC

5,785,889

$ 149,384

Zenith Bank PLC

5,269,355

714,747

TOTAL NIGERIA

864,131

Oman - 0.8%

National Bank of Oman (a)

828,494

634,820

Oman Telecommunications Co. (a)

136,761

552,372

TOTAL OMAN

1,187,192

Poland - 5.6%

Amica Wronki SA

10,200

354,310

Bank Handlowy w Warszawie SA

51,300

1,978,489

Bank Polska Kasa Opieki SA

60,200

3,771,844

Powszechny Zaklad Ubezpieczen SA

12,000

1,826,286

TOTAL POLAND

7,930,929

Qatar - 1.8%

Gulf International Services QSC (a)

34,000

547,363

Industries Qatar QSC

16,528

724,235

Qatar National Bank SAQ

28,281

1,289,738

TOTAL QATAR

2,561,336

Romania - 1.2%

Banca Transilvania SA (a)

1,125,000

485,545

Bursa de Valori Bucuresti

61,814

475,296

Nuclearelectrica SA rights (a)

82,000

275,346

SNP Petrom SA

4,005,225

545,562

TOTAL ROMANIA

1,781,749

Russia - 28.1%

Gazprom OAO

1,616,200

7,583,414

LUKOIL Oil Co.

13,100

859,425

LUKOIL Oil Co. sponsored ADR (United Kingdom)

131,995

8,658,872

Magnit OJSC

13,200

3,552,063

Megafon OJSC GDR

79,000

2,867,700

Mobile TeleSystems OJSC

98,200

1,033,725

Moscow Exchange MICEX-RTS OAO

450,500

860,383

NOVATEK OAO

42,000

539,675

NOVATEK OAO GDR (Reg. S)

19,450

2,732,725

Sberbank (Savings Bank of the Russian Federation)

3,135,200

10,049,609

Vozrozhdenie Bank

85,700

1,106,298

TOTAL RUSSIA

39,843,889

Common Stocks - continued

Shares

Value

South Africa - 36.6%

AngloGold Ashanti Ltd.

130,300

$ 1,969,407

Aspen Pharmacare Holdings Ltd.

60,400

1,681,483

Cashbuild Ltd.

85,400

1,331,521

Clicks Group Ltd.

343,217

2,138,536

DRDGOLD Ltd.

3,287,814

1,623,965

DRDGOLD Ltd. sponsored ADR

28,300

139,519

FirstRand Ltd.

819,800

2,939,888

Harmony Gold Mining Co. Ltd.

461,100

1,591,068

Holdsport Ltd.

130,400

636,494

Hulamin Ltd. (a)

876,800

495,227

Metrofile Holdings Ltd.

1,089,700

536,234

MTN Group Ltd.

407,650

8,102,850

Nampak Ltd.

907,400

3,000,939

Naspers Ltd. Class N

65,600

6,136,063

Omnia Holdings Ltd.

40,600

838,147

Pioneer Foods Ltd.

150,300

1,272,619

Raubex Group Ltd.

802,400

1,902,340

Remgro Ltd.

124,200

2,528,849

RMB Holdings Ltd.

221,500

1,110,506

Sasol Ltd.

76,000

3,883,435

Shoprite Holdings Ltd.

163,900

3,000,854

Standard Bank Group Ltd.

257,363

3,269,225

Steinhoff International Holdings Ltd.

40,000

154,641

Vodacom Group Ltd.

87,400

1,001,220

Zeder Investments Ltd.

1,556,380

671,972

TOTAL SOUTH AFRICA

51,957,002

Sri Lanka - 0.3%

Hatton National Bank PLC

365,000

409,893

Turkey - 3.7%

Aygaz A/S

184,000

842,460

Koc Holding A/S

265,850

1,305,112

Turkiye Garanti Bankasi A/S

488,000

1,965,445

Turkiye Halk Bankasi A/S

135,000

1,092,173

TOTAL TURKEY

5,205,190

United Arab Emirates - 4.5%

Agthia Group PJSC

224,869

249,786

Aldar Properties PJSC

1,437,210

1,056,484

Dubai Financial Market PJSC (a)

3,234,033

2,051,537

Emaar Properties PJSC

330,000

546,256

First Gulf Bank PJSC

325,940

1,437,579

Common Stocks - continued

Shares

Value

United Arab Emirates - continued

National Bank of Abu Dhabi PJSC

131,600

$ 447,863

SHUAA Capital PSC (a)

2,220,000

604,411

TOTAL UNITED ARAB EMIRATES

6,393,916

United Kingdom - 2.6%

Alabama Noor Hospitals Group PLC (a)

39,100

532,890

Fawaz Abdulaziz Alhokair & Co. (HSBC Warrant Program) warrants 2/23/15 (a)

10,000

329,298

Herfy Food Services Co. Ltd. (HSBC Warrant Program) warrants 10/8/15 (a)

21,500

640,632

NMC Health PLC

105,200

611,119

Old Mutual PLC

245,200

795,289

Saudia Dairy & Foodstuff Co. (HSBC Warrant Program) warrants 6/26/15 (a)

19,000

466,084

The Savola Group (HSBC Warrant Program) warrants 2/2/15 (a)

19,000

279,903

TOTAL UNITED KINGDOM

3,655,215

Zambia - 0.2%

Zambeef Products PLC (a)

351,874

225,148

TOTAL COMMON STOCKS

(Cost $122,897,776)


135,301,816

Nonconvertible Preferred Stocks - 3.8%

 

 

 

 

Russia - 3.8%

Surgutneftegas

4,375,800

3,254,144

Tatneft OAO

598,700

2,206,570

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $4,425,369)


5,460,714

Money Market Funds - 0.7%

Shares

Value

Fidelity Cash Central Fund, 0.09% (b)
(Cost $927,624)

927,624

$ 927,624

TOTAL INVESTMENT PORTFOLIO - 99.8%

(Cost $128,250,769)

141,690,154

NET OTHER ASSETS (LIABILITIES) - 0.2%

324,707

NET ASSETS - 100%

$ 142,014,861

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.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 3,124

Fidelity Securities Lending Cash Central Fund

4,818

Total

$ 7,942

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 table 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

$ 10,227,954

$ 10,227,954

$ -

$ -

Consumer Staples

14,222,085

14,222,085

-

-

Energy

32,903,789

29,020,354

3,883,435

-

Financials

48,355,407

46,639,490

1,715,917

-

Health Care

3,114,888

3,114,888

-

-

Industrials

3,931,687

3,931,687

-

-

Information Technology

536,234

536,234

-

-

Materials

9,658,272

4,473,832

5,184,440

-

Telecommunication Services

16,694,408

16,694,408

-

-

Utilities

1,117,806

1,117,806

-

-

Money Market Funds

927,624

927,624

-

-

Total Investments in Securities:

$ 141,690,154

$ 130,906,362

$ 10,783,792

$ -

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $127,323,145)

$ 140,762,530

 

Fidelity Central Funds (cost $927,624)

927,624

 

Total Investments (cost $128,250,769)

 

$ 141,690,154

Foreign currency held at value (cost $6,860)

6,860

Receivable for investments sold

543,045

Receivable for fund shares sold

456,976

Dividends receivable

297,198

Distributions receivable from Fidelity Central Funds

82

Prepaid expenses

396

Other receivables

3,403

Total assets

142,998,114

 

 

 

Liabilities

Payable to custodian bank

$ 100,546

Payable for investments purchased

543,105

Payable for fund shares redeemed

113,301

Accrued management fee

102,489

Distribution and service plan fees payable

9,522

Other affiliated payables

35,514

Audit fees payable

44,096

Other payables and accrued expenses

34,680

Total liabilities

983,253

 

 

 

Net Assets

$ 142,014,861

Net Assets consist of:

 

Paid in capital

$ 129,031,339

Undistributed net investment income

1,897,738

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(2,364,438)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

13,450,222

Net Assets

$ 142,014,861

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($10,883,131 ÷ 1,146,802 shares)

$ 9.49

 

 

 

Maximum offering price per share (100/94.25 of $9.49)

$ 10.07

Class T:
Net Asset Value
and redemption price per share ($3,465,265 ÷ 366,170 shares)

$ 9.46

 

 

 

Maximum offering price per share (100/96.50 of $9.46)

$ 9.80

Class B:
Net Asset Value
and offering price per share ($388,173 ÷ 40,870 shares)A

$ 9.50

 

 

 

Class C:
Net Asset Value
and offering price per share ($6,781,855 ÷ 722,186 shares)A

$ 9.39

 

 

 

Emerging Europe, Middle East, Africa (EMEA):
Net Asset Value
, offering price and redemption price per share ($110,265,497 ÷ 11,580,491 shares)

$ 9.52

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($10,230,940 ÷ 1,074,619 shares)

$ 9.52

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

 

$ 5,669,711

Interest

 

11,822

Income from Fidelity Central Funds

 

7,942

Income before foreign taxes withheld

 

5,689,475

Less foreign taxes withheld

 

(752,601)

Total income

 

4,936,874

 

 

 

Expenses

Management fee

$ 1,158,980

Transfer agent fees

398,454

Distribution and service plan fees

114,080

Accounting and security lending fees

74,660

Custodian fees and expenses

230,069

Independent trustees' compensation

838

Registration fees

82,070

Audit

61,954

Legal

383

Miscellaneous

1,128

Total expenses before reductions

2,122,616

Expense reductions

(35,590)

2,087,026

Net investment income (loss)

2,849,848

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

522,076

Foreign currency transactions

(96,200)

Total net realized gain (loss)

 

425,876

Change in net unrealized appreciation (depreciation) on:

Investment securities

11,140,957

Assets and liabilities in foreign currencies

10,565

Total change in net unrealized appreciation (depreciation)

 

11,151,522

Net gain (loss)

11,577,398

Net increase (decrease) in net assets resulting from operations

$ 14,427,246

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 2,849,848

$ 3,198,505

Net realized gain (loss)

425,876

10,513,420

Change in net unrealized appreciation (depreciation)

11,151,522

(5,470,956)

Net increase (decrease) in net assets resulting
from operations

14,427,246

8,240,969

Distributions to shareholders from net investment income

(2,689,985)

(2,782,952)

Distributions to shareholders from net realized gain

(1,184,624)

-

Total distributions

(3,874,609)

(2,782,952)

Share transactions - net increase (decrease)

(9,097,663)

(7,689,254)

Redemption fees

52,524

36,290

Total increase (decrease) in net assets

1,507,498

(2,194,947)

 

 

 

Net Assets

Beginning of period

140,507,363

142,702,310

End of period (including undistributed net investment income of $1,897,738 and undistributed net investment income of $2,631,143, respectively)

$ 142,014,861

$ 140,507,363

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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.71

$ 8.34

$ 8.97

$ 7.26

$ 4.75

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .16

  .18

  .16 F

  .07

  .05

Net realized and unrealized gain (loss)

  .85

  .34

  (.70)

  1.70

  2.48

Total from investment operations

  1.01

  .52

  (.54)

  1.77

  2.53

Distributions from net investment income

  (.15)

  (.15)

  (.08)

  (.04)

  (.03)

Distributions from net realized gain

  (.07)

  -

  (.02)

  (.02)

  -

Total distributions

  (.23) J

  (.15)

  (.10)

  (.07) I

  (.03)

Redemption fees added to paid in capital C

  - H

  - H

  .01

  .01

  .01

Net asset value, end of period

$ 9.49

$ 8.71

$ 8.34

$ 8.97

$ 7.26

Total Return A,B

  11.75%

  6.38%

  (6.05)%

  24.66%

  53.78%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  1.64%

  1.62%

  1.60%

  1.69%

  1.87%

Expenses net of fee waivers, if any

  1.63%

  1.62%

  1.56%

  1.50%

  1.50%

Expenses net of all reductions

  1.62%

  1.60%

  1.51%

  1.38%

  1.39%

Net investment income (loss)

  1.82%

  2.09%

  1.70% F

  .95%

  .84%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,883

$ 8,934

$ 10,260

$ 10,045

$ 4,817

Portfolio turnover rate E

  64%

  30%

  53%

  96%

  58%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.25%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Total distributions of $.07 per share is comprised of distributions from net investment income of $.041 and distributions from net realized gain of $.024 per share.

J Total distributions of $.23 per share is comprised of distributions from net investment income of $.151 and distributions from net realized gain of $.074 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.68

$ 8.31

$ 8.96

$ 7.25

$ 4.75

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .14

  .15

  .13 F

  .06

  .04

Net realized and unrealized gain (loss)

  .84

  .35

  (.71)

  1.69

  2.47

Total from investment operations

  .98

  .50

  (.58)

  1.75

  2.51

Distributions from net investment income

  (.12)

  (.13)

  (.07)

  (.03)

  (.02)

Distributions from net realized gain

  (.07)

  -

  (.02)

  (.02)

  -

Total distributions

  (.20) J

  (.13)

  (.08) I

  (.05)

  (.02)

Redemption fees added to paid in capital C

  - H

  - H

  .01

  .01

  .01

Net asset value, end of period

$ 9.46

$ 8.68

$ 8.31

$ 8.96

$ 7.25

Total Return A,B

  11.42%

  6.14%

  (6.42)%

  24.44%

  53.20%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  1.93%

  1.89%

  1.87%

  1.95%

  2.15%

Expenses net of fee waivers, if any

  1.90%

  1.89%

  1.84%

  1.75%

  1.75%

Expenses net of all reductions

  1.88%

  1.86%

  1.78%

  1.62%

  1.64%

Net investment income (loss)

  1.55%

  1.82%

  1.42% F

  .70%

  .59%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,465

$ 3,336

$ 3,502

$ 3,114

$ 1,560

Portfolio turnover rate E

  64%

  30%

  53%

  96%

  58%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .98%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Total distributions of $.08 per share is comprised of distributions from net investment income of $.068 and distributions from net realized gain of $.015 per share.

J Total distributions of $.20 per share is comprised of distributions from net investment income of $.122 and distributions from net realized gain of $.074 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

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.69

$ 8.29

$ 8.93

$ 7.23

$ 4.73

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .09

  .11

  .09 F

  .02

  .01

Net realized and unrealized gain (loss)

  .85

  .35

  (.71)

  1.68

  2.48

Total from investment operations

  .94

  .46

  (.62)

  1.70

  2.49

Distributions from net investment income

  (.06)

  (.06)

  (.02)

  -

  -

Distributions from net realized gain

  (.07)

  -

  (.01)

  (.01)

  -

Total distributions

  (.13)

  (.06)

  (.03)

  (.01)

  -

Redemption fees added to paid in capital C

  - H

  - H

  .01

  .01

  .01

Net asset value, end of period

$ 9.50

$ 8.69

$ 8.29

$ 8.93

$ 7.23

Total Return A,B

  10.94%

  5.56%

  (6.85)%

  23.72%

  52.85%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  2.42%

  2.38%

  2.37%

  2.47%

  2.68%

Expenses net of fee waivers, if any

  2.40%

  2.38%

  2.33%

  2.25%

  2.25%

Expenses net of all reductions

  2.38%

  2.35%

  2.27%

  2.12%

  2.14%

Net investment income (loss)

  1.05%

  1.33%

  .93% F

  .20%

  .09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 388

$ 441

$ 539

$ 822

$ 782

Portfolio turnover rate E

  64%

  30%

  53%

  96%

  58%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .49%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.62

$ 8.24

$ 8.90

$ 7.23

$ 4.73

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) C

  .09

  .11

  .08 F

  .02

  .01

Net realized and unrealized gain (loss)

  .83

  .35

  (.69)

  1.67

  2.48

Total from investment operations

  .92

  .46

  (.61)

  1.69

  2.49

Distributions from net investment income

  (.08)

  (.08)

  (.05)

  (.01)

  -

Distributions from net realized gain

  (.07)

  -

  (.02)

  (.02)

  -

Total distributions

  (.15)

  (.08)

  (.06) I

  (.03)

  -

Redemption fees added to paid in capital C

  - H

  - H

  .01

  .01

  .01

Net asset value, end of period

$ 9.39

$ 8.62

$ 8.24

$ 8.90

$ 7.23

Total Return A,B

  10.83%

  5.68%

  (6.79)%

  23.61%

  52.85%

Ratios to Average Net Assets D,G

 

 

 

 

 

Expenses before reductions

  2.42%

  2.37%

  2.36%

  2.45%

  2.61%

Expenses net of fee waivers, if any

  2.40%

  2.37%

  2.33%

  2.25%

  2.25%

Expenses net of all reductions

  2.38%

  2.35%

  2.27%

  2.13%

  2.14%

Net investment income (loss)

  1.05%

  1.34%

  .93% F

  .20%

  .09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,782

$ 7,770

$ 6,650

$ 5,151

$ 2,677

Portfolio turnover rate E

  64%

  30%

  53%

  96%

  58%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .49%.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Total distributions of $.06 per share is comprised of distributions from net investment income of $.047 and distributions from net realized gain of $.015 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Emerging Europe, Middle East, Africa (EMEA)

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.75

$ 8.37

$ 9.00

$ 7.28

$ 4.76

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .18

  .20

  .18 E

  .09

  .07

Net realized and unrealized gain (loss)

  .84

  .35

  (.71)

  1.70

  2.48

Total from investment operations

  1.02

  .55

  (.53)

  1.79

  2.55

Distributions from net investment income

  (.18)

  (.17)

  (.09)

  (.05)

  (.04)

Distributions from net realized gain

  (.07)

  -

  (.02)

  (.02)

  -

Total distributions

  (.25)

  (.17)

  (.11)

  (.08) H

  (.04)

Redemption fees added to paid in capital B

  - G

  - G

  .01

  .01

  .01

Net asset value, end of period

$ 9.52

$ 8.75

$ 8.37

$ 9.00

$ 7.28

Total Return A

  11.90%

  6.81%

  (5.91)%

  24.92%

  54.15%

Ratios to Average Net Assets C,F

 

 

 

 

 

Expenses before reductions

  1.40%

  1.37%

  1.35%

  1.45%

  1.61%

Expenses net of fee waivers, if any

  1.40%

  1.37%

  1.31%

  1.25%

  1.25%

Expenses net of all reductions

  1.38%

  1.34%

  1.25%

  1.12%

  1.14%

Net investment income (loss)

  2.05%

  2.34%

  1.95% E

  1.21%

  1.09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 110,265

$ 111,441

$ 114,117

$ 140,270

$ 104,141

Portfolio turnover rate D

  64%

  30%

  53%

  96%

  58%

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 $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.51%.

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 $.08 per share is comprised of distributions from net investment income of $.052 and distributions from net realized gain of $.024 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 8.75

$ 8.37

$ 9.00

$ 7.28

$ 4.76

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) B

  .19

  .21

  .19 E

  .09

  .06

Net realized and unrealized gain (loss)

  .84

  .35

  (.72)

  1.70

  2.49

Total from investment operations

  1.03

  .56

  (.53)

  1.79

  2.55

Distributions from net investment income

  (.19)

  (.18)

  (.09)

  (.05)

  (.04)

Distributions from net realized gain

  (.07)

  -

  (.02)

  (.02)

  -

Total distributions

  (.26)

  (.18)

  (.11)

  (.08) H

  (.04)

Redemption fees added to paid in capital B

  - G

  - G

  .01

  .01

  .01

Net asset value, end of period

$ 9.52

$ 8.75

$ 8.37

$ 9.00

$ 7.28

Total Return A

  12.05%

  6.93%

  (5.91)%

  24.95%

  54.15%

Ratios to Average Net Assets C,F

 

 

 

 

 

Expenses before reductions

  1.30%

  1.28%

  1.26%

  1.34%

  1.60%

Expenses net of fee waivers, if any

  1.30%

  1.28%

  1.24%

  1.25%

  1.25%

Expenses net of all reductions

  1.28%

  1.25%

  1.19%

  1.13%

  1.14%

Net investment income (loss)

  2.15%

  2.43%

  2.02% E

  1.20%

  1.09%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 10,231

$ 8,586

$ 7,633

$ 7,171

$ 4,235

Portfolio turnover rate D

  64%

  30%

  53%

  96%

  58%

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 $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.58%.

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 $.08 per share is comprised of distributions from net investment income of $.054 and distributions from net realized gain of $.024 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity Emerging Europe, Middle East, Africa (EMEA) 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, Emerging Europe, Middle East, Africa (EMEA) and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. 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. 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.

Annual Report

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

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, 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. 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.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 25,331,074

Gross unrealized depreciation

(12,631,422)

Net unrealized appreciation (depreciation) on securities and other investments

$ 12,699,652

 

 

Tax Cost

$ 128,990,502

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 1,897,738

Capital loss carryforward

$ (1,624,705)

Net unrealized appreciation (depreciation)

$ 12,710,489

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

 

2018

$ (1,624,705)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 3,874,609

$ 2,782,952

Annual Report

3. Significant Accounting Policies - continued

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $89,166,804 and $94,656,093, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .55% of the Fund's average net assets and an annualized group fee rate that averaged .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. For the reporting period, the total annual management fee rate was .81% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 24,760

$ 2,563

Class T

.25%

.25%

16,204

44

Class B

.75%

.25%

4,216

3,167

Class C

.75%

.25%

68,900

7,692

 

 

 

$ 114,080

$ 13,466

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 5,196

Class T

1,770

Class B*

1,462

Class C*

1,024

 

$ 9,452

* 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

$ 26,574

.27

Class T

10,190

.31

Class B

1,263

.30

Class C

20,625

.30

Emerging Europe, Middle East, Africa (EMEA)

323,311

.28

Institutional Class

16,491

.18

 

$ 398,454

 

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. 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 $17 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $318 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is

Annual Report

Notes to Financial Statements - continued

7. Security Lending - continued

presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $4,818. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Class T

1.90%

$ 1,038

Class B

2.40%

83

Class C

2.40%

1,453

Emerging Europe, Middle East, Africa (EMEA)

1.40%

2,450

 

 

$ 5,024

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 $26,766 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $3,800.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012

From net investment income

 

 

Class A

$ 155,525

$ 173,376

Class T

46,756

52,030

Class B

2,757

3,592

Class C

69,716

61,819

Emerging Europe, Middle East, Africa (EMEA)

2,222,632

2,310,485

Institutional Class

192,599

181,650

Total

$ 2,689,985

$ 2,782,952

Annual Report

9. Distributions to Shareholders - continued

Years ended October 31,

2013

2012

From net realized gain

 

 

Class A

$ 76,218

$ -

Class T

28,360

-

Class B

3,579

-

Class C

66,141

-

Emerging Europe, Middle East, Africa (EMEA)

934,516

-

Institutional Class

75,810

-

Total

$ 1,184,624

$ -

10. 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

422,392

188,687

$ 3,786,551

$ 1,610,923

Reinvestment of distributions

20,821

16,919

182,599

134,509

Shares redeemed

(321,728)

(411,198)

(2,828,311)

(3,440,999)

Net increase (decrease)

121,485

(205,592)

$ 1,140,839

$ (1,695,567)

Class T

 

 

 

 

Shares sold

88,958

75,037

$ 793,473

$ 636,446

Reinvestment of distributions

8,485

6,513

74,325

51,713

Shares redeemed

(115,399)

(118,919)

(1,019,893)

(995,876)

Net increase (decrease)

(17,956)

(37,369)

$ (152,095)

$ (307,717)

Class B

 

 

 

 

Shares sold

10,659

2,520

$ 95,440

$ 21,721

Reinvestment of distributions

679

430

5,999

3,432

Shares redeemed

(21,228)

(17,241)

(189,688)

(147,235)

Net increase (decrease)

(9,890)

(14,291)

$ (88,249)

$ (122,082)

Class C

 

 

 

 

Shares sold

249,509

337,293

$ 2,176,685

$ 2,767,333

Reinvestment of distributions

12,615

7,082

110,128

56,016

Shares redeemed

(441,523)

(250,062)

(3,878,247)

(2,064,165)

Net increase (decrease)

(179,399)

94,313

$ (1,591,434)

$ 759,184

Emerging Europe, Middle East, Africa (EMEA)

 

 

 

 

Shares sold

4,724,612

3,688,393

$ 42,683,733

$ 31,635,971

Reinvestment of distributions

341,639

276,215

2,999,595

2,198,675

Shares redeemed

(6,228,497)

(4,854,267)

(55,025,066)

(40,803,317)

Net increase (decrease)

(1,162,246)

(889,659)

$ (9,341,738)

$ (6,968,671)

Annual Report

Notes to Financial Statements - continued

10. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Institutional Class

 

 

 

 

Shares sold

478,817

336,442

$ 4,308,546

$ 2,842,158

Reinvestment of distributions

10,415

5,723

91,338

45,553

Shares redeemed

(396,145)

(272,120)

(3,464,870)

(2,242,112)

Net increase (decrease)

93,087

70,045

$ 935,014

$ 645,599

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 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 Emerging Europe, Middle East, Africa (EMEA) 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.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 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)

Institutional Class designates 100% of the dividend distributed during the fiscal year, as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/10/12

$0.153

$0.0352

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 Emerging Europe, Middle East, Africa (EMEA) Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

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 for the most recent one- and three-year periods, as shown below. A peer group comparison is not shown below.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

mei3828496

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps 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 13% means that 87% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to 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, is also included in the chart and considered by the Board.

Annual Report

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

mei3828498

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.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expense ratio of each of Class A, Class C, Institutional Class, and the retail class ranked below its competitive median for 2012 and the total expense ratio of each of Class T and Class B 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.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

Annual Report

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

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
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank & Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)

AEMEI-UANN-1213
1.861980.105

Fidelity®

Series Emerging Markets

Series International Growth

Series International Small Cap

Series International Value

Funds -

Fidelity Series Emerging Markets Fund

Fidelity Series International Growth Fund

Fidelity Series International Small Cap Fund

Fidelity Series International Value Fund

Class F

Annual Report

October 31, 2013

(Fidelity Cover Art)


Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Fidelity® Series Emerging Markets Fund

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Investment Changes

(Click Here)

A summary of major shifts in the Fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Fidelity Series International Growth Fund

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Investment Changes

(Click Here)

A summary of major shifts in the Fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Fidelity Series International Small Cap Fund

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Investment Changes

(Click Here)

A summary of major shifts in the Fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Fidelity Series International Value Fund

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Investment Changes

(Click Here)

A summary of major shifts in the Fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the Financial Statements.

Reports of Independent Registered Public Accounting Firms

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 for Fidelity Series Emerging Markets Fund, Fidelity Series International Growth Fund, Fidelity Series International Small Cap Fund, and Fidelity Series International Value Fund or 1-800-835-5092 for Class F of each fund to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 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


Shareholder Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2013 to October 31, 2013).

Actual Expenses

The first line of the accompanying table for each class of each fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, each Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of each fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, each Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Annual Report

Shareholder Expense Example - continued

 

Annualized Expense RatioB

Beginning
Account Value
May 1, 2013

Ending
Account Value
October 31, 2013

Expenses Paid
During Period
*
May 1, 2013 to October 31, 2013

Fidelity Series Emerging Markets Fund

 

 

 

Series Emerging Markets

1.08%

 

 

 

Actual

 

$ 1,000.00

$ 1,032.90

$ 5.53

HypotheticalA

 

$ 1,000.00

$ 1,019.76

$ 5.50

Class F

.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,034.00

$ 4.61

HypotheticalA

 

$ 1,000.00

$ 1,020.67

$ 4.58

Fidelity Series International Growth Fund

 

 

 

Series International Growth

1.02%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.80

$ 5.32

HypotheticalA

 

$ 1,000.00

$ 1,020.06

$ 5.19

Class F

.84%

 

 

 

Actual

 

$ 1,000.00

$ 1,071.20

$ 4.39

HypotheticalA

 

$ 1,000.00

$ 1,020.97

$ 4.28

Fidelity Series International Small Cap Fund

 

 

Series International Small Cap

1.22%

 

 

 

Actual

 

$ 1,000.00

$ 1,096.00

$ 6.45

HypotheticalA

 

$ 1,000.00

$ 1,019.06

$ 6.21

Class F

1.04%

 

 

 

Actual

 

$ 1,000.00

$ 1,097.30

$ 5.50

HypotheticalA

 

$ 1,000.00

$ 1,019.96

$ 5.30

Fidelity Series International Value Fund

 

 

 

Series International Value

.87%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.10

$ 4.54

HypotheticalA

 

$ 1,000.00

$ 1,020.82

$ 4.43

Class F

.69%

 

 

 

Actual

 

$ 1,000.00

$ 1,070.90

$ 3.60

HypotheticalA

 

$ 1,000.00

$ 1,021.73

$ 3.52

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® Series Emerging Markets Fund


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Life of
fund
A

  Fidelity Series Emerging Markets Fund

9.59%

16.86%

  Class F B

9.84%

17.10%

A From December 9, 2008.

B The initial offering of Class F shares took place on June 26, 2009. Returns prior to June 26, 2009, are those of Fidelity Series Emerging Markets Fund, the original class of the fund.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Series Emerging Markets Fund, a class of the fund, on December 9, 2008, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® Emerging Markets Index performed over the same period.

gsv663755

Annual Report

Fidelity Series Emerging Markets 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 Sam Polyak and Gregory Lee, Co-Portfolio Managers of Fidelity® Series Emerging Markets Fund, along with James Hayes, Per Johansson, Douglas Chow and Timothy Gannon: For the year, the fund's Series Emerging Markets and Class F shares gained 9.59% and 9.84%, respectively, ahead of the 6.90% advance of the MSCI® Emerging Markets Index. Relative to the index, our picks were most beneficial in energy and telecommunication services, while materials proved a notable area of weakness. Our top individual relative contributor was Mobile TeleSystems, a Russian wireless telecom provider that was lifted by easing competitive conditions. Shares of Taiwan's ECLAT Textile, a maker of performance fabrics, gained amid wise investments in technology and minimal competition. We also made a good call in owning shares of Bermuda-based oil-services firm BW Offshore, which rose as the firm's operating environment and earnings improved. On the downside, out-of-index exposure to gold-related stocks hurt, with Canada's Yamana Gold, Goldcorp and Barrick Gold all declining alongside the price of the precious metal. We sold Yamana and Barrick. We held a non-index stake in U.K.-registered copper producer Kazakhmys until July, primarily based on its attractive valuation, but the stock disappointed due to the falling price of copper, and it was the fund's largest individual detractor.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Fidelity Series Emerging Markets Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

gsv663757

Korea (South) 18.2%

 

gsv663759

Brazil 10.1%

 

gsv663761

Russia 8.4%

 

gsv663763

Cayman Islands 8.0%

 

gsv663765

Taiwan 7.0%

 

gsv663767

China 6.8%

 

gsv663769

India 6.8%

 

gsv663771

Mexico 5.1%

 

gsv663773

South Africa 5.0%

 

gsv663775

Other* 24.6%

 

gsv663777

* 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

gsv663757

Korea (South) 13.8%

 

gsv663759

Brazil 11.9%

 

gsv663761

Russia 8.1%

 

gsv663763

Taiwan 7.5%

 

gsv663765

China 6.9%

 

gsv663767

India 6.8%

 

gsv663769

Cayman Islands 6.3%

 

gsv663771

United States of America* 4.9%

 

gsv663773

Mexico 4.9%

 

gsv663775

Other 28.9%

 

gsv663789

* 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

98.7

96.7

Short-Term Investments and Net Other Assets (Liabilities)

1.3

3.3

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Samsung Electronics Co. Ltd. (Korea (South), Semiconductors & Semiconductor Equipment)

4.7

5.1

Taiwan Semiconductor Manufacturing Co. Ltd. (Taiwan, Semiconductors & Semiconductor Equipment)

3.1

3.1

Tencent Holdings Ltd. (Cayman Islands, Internet Software & Services)

2.1

1.1

Sberbank (Savings Bank of the Russian Federation) (Russia, Commercial Banks)

2.0

1.7

Industrial & Commercial Bank of China Ltd. (H Shares) (China, Commercial Banks)

1.8

1.4

Itau Unibanco Holding SA sponsored ADR (Brazil, Commercial Banks)

1.7

1.4

Vale SA (PN-A) sponsored ADR (Brazil, Metals & Mining)

1.6

1.8

Naspers Ltd. Class N (South Africa, Media)

1.5

1.0

Hana Financial Group, Inc. (Korea (South), Commercial Banks)

1.5

0.7

KB Financial Group, Inc. (Korea (South), Commercial Banks)

1.5

0.8

 

21.5

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

25.9

26.5

Information Technology

16.3

13.7

Energy

10.1

11.2

Materials

10.1

9.8

Consumer Staples

8.6

9.2

Consumer Discretionary

8.3

7.6

Industrials

7.2

6.7

Telecommunication Services

6.8

6.5

Utilities

3.0

3.0

Health Care

1.6

1.4

Annual Report

Fidelity Series Emerging Markets Fund


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 93.6%

Shares

Value

Argentina - 0.2%

Grupo Financiero Galicia SA sponsored ADR (d)

1,336,000

$ 12,932,480

Austria - 0.5%

Erste Group Bank AG

939,626

33,138,313

Bailiwick of Jersey - 0.4%

Atrium European Real Estate Ltd.

4,576,786

27,379,462

Bermuda - 1.9%

Aquarius Platinum Ltd. (Australia) (a)

11,982,129

7,870,812

BW Offshore Ltd.

23,811,769

32,679,408

Cosan Ltd. Class A

1,882,532

29,668,704

GP Investments Ltd. Class A (depositary receipt) (a)

10,765,900

19,319,221

Shangri-La Asia Ltd.

11,756,000

21,531,691

Stolt-Nielsen SA

759,546

21,498,812

TOTAL BERMUDA

132,568,648

Brazil - 8.8%

Anhanguera Educacional Participacoes SA

3,698,148

22,120,875

Arezzo Industria e Comercio SA

1,001,300

14,973,462

BHG SA (Brazil Hospitality Group) (a)

1,298,900

9,508,955

BR Properties SA

4,355,800

36,943,219

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

929,600

34,581,120

Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) sponsored ADR (d)

2,087,000

22,143,070

Companhia Paranaense de Energia-Copel (PN-B) sponsored ADR (d)

1,382,500

19,189,100

Estacio Participacoes SA

2,581,600

19,936,470

Fibria Celulose SA (a)

1,079,900

14,003,703

Gerdau SA sponsored ADR

4,779,800

37,903,814

Itau Unibanco Holding SA sponsored ADR

7,815,906

120,443,111

Petroleo Brasileiro SA - Petrobras:

(PN) sponsored ADR (non-vtg.)

1,254,400

22,779,904

sponsored ADR

2,866,574

49,964,385

Smiles SA

1,489,200

19,537,357

TIM Participacoes SA sponsored ADR

337,800

8,586,876

Ultrapar Participacoes SA

2,291,150

61,057,787

Vale SA (PN-A) sponsored ADR

7,699,200

112,716,288

TOTAL BRAZIL

626,389,496

British Virgin Islands - 0.0%

Luxoft Holding, Inc.

104,170

3,043,847

Canada - 0.8%

First Quantum Minerals Ltd. (d)

1,329,500

25,221,800

Common Stocks - continued

Shares

Value

Canada - continued

Goldcorp, Inc.

631,700

$ 16,091,643

Pan American Silver Corp.

987,200

10,474,192

Torex Gold Resources, Inc. (a)

6,274,500

6,980,693

TOTAL CANADA

58,768,328

Cayman Islands - 8.0%

21Vianet Group, Inc. ADR (a)(d)

1,126,534

20,277,612

58.com, Inc. ADR

34,100

822,492

Anta Sports Products Ltd.

15,883,000

22,780,725

Anton Oilfield Services Group

37,062,000

23,423,681

China Liansu Group Holdings Ltd.

26,820,000

17,158,158

Cimc Enric Holdings Ltd.

12,952,000

18,242,724

Ctrip.com International Ltd. sponsored ADR (a)(d)

447,500

24,276,875

Eurasia Drilling Co. Ltd. GDR (Reg. S)

959,339

40,628,007

GCL-Poly Energy Holdings Ltd. (a)

125,797,000

38,616,904

Greatview Aseptic Pack Co. Ltd.

39,890,000

25,108,113

Haitian International Holdings Ltd.

9,643,000

23,233,747

Hengan International Group Co. Ltd.

4,524,000

55,404,850

Hilong Holding Ltd.

17,893,000

11,908,665

Springland International Holdings Ltd.

30,696,000

16,826,777

Tencent Holdings Ltd.

2,720,600

148,504,826

Uni-President China Holdings Ltd.

29,156,000

29,144,718

Veripos (e)

2,887,148

14,258,599

Xueda Education Group sponsored ADR (d)

2,947,085

13,792,358

Yingde Gases Group Co. Ltd.

23,049,500

23,664,906

TOTAL CAYMAN ISLANDS

568,074,737

Chile - 1.5%

Banco Santander Chile

600,967,424

36,932,077

Embotelladora Andina SA ADR

231,600

5,998,440

Empresa Nacional de Electricidad SA

11,154,999

17,007,428

Empresa Nacional de Telecomunicaciones SA (ENTEL)

1,318,375

20,288,436

Inversiones La Construccion SA

787,936

11,828,655

Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR (d)

424,900

11,731,489

TOTAL CHILE

103,786,525

China - 6.8%

Anhui Conch Cement Co. Ltd. (H Shares)

7,732,000

26,976,732

BBMG Corp. (H Shares)

35,424,000

25,404,029

China Communications Construction Co. Ltd. (H Shares)

34,058,000

27,806,931

China Construction Bank Corp. (H Shares)

66,338,000

51,509,707

China Pacific Insurance Group Co. Ltd. (H Shares)

26,645,800

96,231,446

Common Stocks - continued

Shares

Value

China - continued

China Suntien Green Energy Corp. Ltd. (H Shares)

25,039,400

$ 8,752,325

China Telecom Corp. Ltd. (H Shares)

94,195,782

49,203,675

Industrial & Commercial Bank of China Ltd. (H Shares)

184,169,000

128,987,188

Maanshan Iron & Steel Ltd. (H Shares) (a)

60,618,000

15,480,929

PICC Property & Casualty Co. Ltd. (H Shares)

18,658,500

28,590,607

Weichai Power Co. Ltd. (H Shares)

5,957,000

23,857,197

TOTAL CHINA

482,800,766

Cyprus - 0.4%

Globaltrans Investment PLC:

GDR (f)

324,900

4,938,480

GDR (Reg. S)

1,683,800

25,593,760

TOTAL CYPRUS

30,532,240

Czech Republic - 0.1%

Ceske Energeticke Zavody A/S

183,900

5,293,409

Denmark - 0.3%

Auriga Industries A/S Series B (a)

569,082

22,325,066

France - 0.3%

Technip SA

193,300

20,248,255

Hong Kong - 1.7%

AIA Group Ltd.

3,393,200

17,222,033

CNOOC Ltd.

2,482,000

5,048,317

CNOOC Ltd. sponsored ADR

74,600

15,092,326

Far East Horizon Ltd.

35,137,300

25,696,955

Lenovo Group Ltd.

44,060,000

47,168,580

Sinotruk Hong Kong Ltd.

24,050,000

12,594,222

TOTAL HONG KONG

122,822,433

India - 6.8%

Axis Bank Ltd.

3,173,431

62,964,983

Bajaj Auto Ltd.

642,685

22,213,014

Bharti Airtel Ltd.

4,369,003

26,026,565

Bharti Infratel Ltd.

8,331,875

22,288,550

Eicher Motors Ltd.

335,896

21,573,186

Grasim Industries Ltd.

475,050

22,330,113

Indiabulls Real Estate Ltd.

17,561,547

17,853,936

ITC Ltd.

11,456,046

62,277,286

JK Cement Ltd.

2,108,305

6,614,968

Larsen & Toubro Ltd.

2,041,084

32,250,479

Lupin Ltd.

1,458,981

21,662,661

Maruti Suzuki India Ltd.

1,257,885

33,398,537

Common Stocks - continued

Shares

Value

India - continued

Mundra Port and SEZ Ltd.

11,204,955

$ 26,455,942

NHPC Ltd.

48,862,812

14,351,826

NTPC Ltd.

10,819,889

26,178,850

Petronet LNG Ltd.

8,210,397

16,554,294

Phoenix Mills Ltd. (a)

3,528,962

13,411,705

SREI Infrastructure Finance Ltd. (e)

44,360,128

14,720,963

Ultratech Cemco Ltd.

565,063

18,035,087

TOTAL INDIA

481,162,945

Indonesia - 1.6%

PT AKR Corporindo Tbk

25,804,000

11,102,128

PT Bakrieland Development Tbk (a)(e)

2,209,211,500

9,799,068

PT Bank Rakyat Indonesia Tbk

42,171,500

29,554,500

PT Bank Tabungan Negara Tbk

130,320,800

11,214,062

PT Kalbe Farma Tbk

167,209,500

19,283,319

PT Telkomunikasi Indonesia Tbk sponsored ADR

784,079

31,959,060

TOTAL INDONESIA

112,912,137

Isle of Man - 0.0%

IBS Group Holding Ltd. GDR (Reg. S)

129,698

3,503,459

Israel - 0.3%

NICE Systems Ltd. sponsored ADR

478,300

18,739,794

Kenya - 0.3%

Equity Bank Ltd.

58,735,900

24,430,281

Korea (South) - 17.1%

AMOREPACIFIC Group, Inc.

77,888

27,484,776

Daewoo International Corp.

1,789,060

65,997,351

Daou Technology, Inc. (e)

1,198,370

16,429,478

E-Mart Co. Ltd.

281,914

67,471,473

Hana Financial Group, Inc.

2,758,910

106,323,845

Hankook Shell Oil Co. Ltd.

28,265

14,008,917

Hyundai Heavy Industries Co. Ltd.

794

189,657

Hyundai Industrial Development & Construction Co.

1,237,970

27,529,096

Hyundai Mobis

117,954

33,287,359

KB Financial Group, Inc.

2,698,902

106,239,026

Korea Electric Power Corp. (a)

993,850

26,528,489

Korea Plant Service & Engineering Co. Ltd.

28,996

1,469,908

Korean Reinsurance Co.

2,814,080

31,553,914

KT&G Corp.

392,722

28,678,522

LG Chemical Ltd.

139,998

39,508,314

LG Corp.

525,613

31,052,994

Common Stocks - continued

Shares

Value

Korea (South) - continued

Lotte Chemical Corp.

85,719

$ 17,567,347

NHN Corp.

119,655

67,309,291

Oci Co. Ltd.

160,717

29,075,881

POSCO sponsored ADR

499,900

37,222,554

Samsung Electronics Co. Ltd.

243,576

336,234,246

Samsung Life Insurance Co. Ltd.

433,575

42,692,379

SK Hynix, Inc. (a)

882,870

26,578,928

SK Telecom Co. Ltd.

154,169

33,579,752

TOTAL KOREA (SOUTH)

1,214,013,497

Luxembourg - 0.4%

Subsea 7 SA

1,285,923

27,195,758

Malaysia - 0.4%

Petronas Dagangan Bhd

2,405,100

23,315,717

Tenaga Nasional Bhd

1,405,750

4,199,659

TOTAL MALAYSIA

27,515,376

Mexico - 5.1%

Alpek SA de CV

4,585,400

9,949,428

America Movil S.A.B. de CV Series L sponsored ADR

3,668,400

78,540,444

CEMEX SA de CV sponsored ADR

2,786,801

29,484,355

El Puerto de Liverpool S.A.B. de CV Class C

2,174,900

23,488,870

Fomento Economico Mexicano S.A.B. de CV sponsored ADR

581,000

54,207,300

Gruma S.A.B. de CV Series B (a)

5,018,500

34,394,548

Grupo Comercial Chedraui S.A.B. de CV

7,604,700

23,780,625

Grupo Financiero Banorte S.A.B. de CV Series O

6,682,000

42,650,901

Grupo Televisa SA de CV (CPO) sponsored ADR

2,241,600

68,234,304

TOTAL MEXICO

364,730,775

Netherlands - 0.4%

Fugro NV (Certificaten Van Aandelen)

470,868

29,463,110

Nigeria - 1.6%

Guaranty Trust Bank PLC GDR (Reg. S)

5,642,735

44,013,333

Zenith Bank PLC

540,417,770

73,303,516

TOTAL NIGERIA

117,316,849

Norway - 1.1%

ElectroMagnetic GeoServices ASA (a)(d)

8,129,903

9,388,983

Spectrum ASA

1,382,152

8,010,053

TGS Nopec Geophysical Co. ASA

2,334,704

64,240,098

TOTAL NORWAY

81,639,134

Common Stocks - continued

Shares

Value

Panama - 0.5%

Copa Holdings SA Class A

214,800

$ 32,121,192

Philippines - 1.4%

Alliance Global Group, Inc.

35,972,000

21,933,638

Metropolitan Bank & Trust Co.

13,953,882

28,737,602

Robinsons Land Corp.

93,332,450

49,025,722

TOTAL PHILIPPINES

99,696,962

Poland - 0.6%

Powszechny Zaklad Ubezpieczen SA

197,900

30,118,500

Telekomunikacja Polska SA

3,246,400

10,517,984

TOTAL POLAND

40,636,484

Portugal - 0.4%

BPI-SGPS SA (a)

4,406,446

6,999,937

Jeronimo Martins SGPS SA

1,279,500

23,643,852

TOTAL PORTUGAL

30,643,789

Russia - 6.8%

DIXY Group OJSC (a)

668,217

8,807,465

E.ON Russia JSC

626,973,500

48,678,724

Gazprom OAO sponsored ADR

5,510,496

51,412,928

LUKOIL Oil Co.

116,700

7,656,098

Magnit OJSC

190,182

51,177,153

Mobile TeleSystems OJSC

8,560,300

90,111,933

Norilsk Nickel OJSC ADR

1,644,400

24,896,216

RusHydro JSC sponsored ADR

3,231,928

5,442,567

Sberbank (Savings Bank of the Russian Federation)

44,073,600

141,274,090

Sistema JSFC

28,565,600

31,826,697

VTB Bank OJSC sponsored GDR (Reg. S)

8,961,400

24,903,731

TOTAL RUSSIA

486,187,602

Singapore - 1.4%

Ezion Holdings Ltd.

28,136,000

50,736,307

First Resources Ltd.

17,115,000

26,867,050

Super Group Ltd. Singapore

6,108,000

20,700,918

TOTAL SINGAPORE

98,304,275

South Africa - 5.0%

Aspen Pharmacare Holdings Ltd.

1,450,500

40,380,649

Barclays Africa Group Ltd.

1,783,433

27,534,731

Blue Label Telecoms Ltd.

5,586,339

5,253,148

Impala Platinum Holdings Ltd.

1,985,200

24,125,952

JSE Ltd.

1,754,820

15,347,847

Common Stocks - continued

Shares

Value

South Africa - continued

Life Healthcare Group Holdings Ltd.

6,650,400

$ 27,161,390

MTN Group Ltd.

3,724,200

74,025,837

Naspers Ltd. Class N

1,156,800

108,204,229

Reunert Ltd.

2,369,700

16,641,898

Wilson Bayly Holmes-Ovcon Ltd.

953,000

16,707,107

TOTAL SOUTH AFRICA

355,382,788

Taiwan - 7.0%

Chipbond Technology Corp.

7,241,000

14,612,380

Chroma ATE, Inc.

4,229,012

8,993,924

Cleanaway Co. Ltd.

2,438,000

15,240,088

E.SUN Financial Holdings Co. Ltd.

41,794,700

27,900,997

ECLAT Textile Co. Ltd.

2,858,680

31,417,801

Hon Hai Precision Industry Co. Ltd. (Foxconn)

2,929,500

7,414,566

King Slide Works Co. Ltd.

620,000

5,476,474

MediaTek, Inc.

4,280,000

58,452,862

Taiwan Fertilizer Co. Ltd.

16,598,700

39,473,722

Taiwan Semiconductor Manufacturing Co. Ltd.

40,249,284

148,061,657

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

3,832,501

70,556,343

Tong Hsing Electronics Industries Ltd.

2,506,870

13,243,359

Unified-President Enterprises Corp.

14,493,866

27,574,537

Universal Cement Corp.

2,889,000

2,650,008

Yuanta Financial Holding Co. Ltd.

46,654,000

25,359,742

TOTAL TAIWAN

496,428,460

Thailand - 0.6%

Bangkok Bank PCL (For. Reg.)

6,286,600

41,607,698

Togo - 0.3%

Ecobank Transnational, Inc.

250,647,623

21,907,990

Turkey - 1.1%

Aygaz A/S

2,498,147

11,437,978

Tupras Turkiye Petrol Rafinelleri A/S

1,694,632

38,455,519

Turkiye Halk Bankasi A/S

3,730,000

30,176,331

TOTAL TURKEY

80,069,828

United Kingdom - 0.6%

John Wood Group PLC

2,106,010

27,419,425

Mondi PLC

732,100

13,076,679

TOTAL UNITED KINGDOM

40,496,104

United States of America - 1.1%

Cognizant Technology Solutions Corp. Class A (a)

249,500

21,689,035

Common Stocks - continued

Shares

Value

United States of America - continued

InvenSense, Inc. (a)(d)

1,327,607

$ 22,423,282

Sohu.com, Inc. (a)

396,900

26,576,424

Universal Display Corp. (a)(d)

285,980

9,122,762

TOTAL UNITED STATES OF AMERICA

79,811,503

TOTAL COMMON STOCKS

(Cost $5,736,338,962)


6,656,021,795

Nonconvertible Preferred Stocks - 4.3%

 

 

 

 

Brazil - 1.3%

Alpargatas Sa (PN)

2,978,100

20,605,549

Banco do Estado Rio Grande do Sul SA

2,620,900

18,894,534

Braskem SA (PN-A)

2,165,700

19,218,872

Companhia Paranaense de Energia-Copel (PN-B)

68,100

949,667

Lojas Americanas SA (PN)

4,095,088

30,308,258

TOTAL BRAZIL

89,976,880

Chile - 0.3%

Embotelladora Andina SA Class A

4,850,551

20,547,968

Korea (South) - 1.1%

Hyundai Motor Co. Series 2

395,199

44,685,530

Samsung Electronics Co. Ltd.

39,484

38,097,014

TOTAL KOREA (SOUTH)

82,782,544

Russia - 1.6%

Sberbank (Savings Bank of the Russian Federation)

29,789,500

76,938,155

Surgutneftegas

51,506,450

38,303,714

TOTAL RUSSIA

115,241,869

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $256,391,298)


308,549,261

Government Obligations - 0.1%

 

Principal Amount

 

United States of America - 0.1%

U.S. Treasury Bills, yield at date of purchase 0.01% to 0.04% 11/29/13 to 1/2/14 (g)
(Cost $6,224,869)

$ 6,225,000


6,224,790

Money Market Funds - 2.0%

Shares

Value

Fidelity Cash Central Fund, 0.09% (b)

100,646,973

$ 100,646,973

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

39,316,397

39,316,397

TOTAL MONEY MARKET FUNDS

(Cost $139,963,370)


139,963,370

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $6,138,918,499)

7,110,759,216

NET OTHER ASSETS (LIABILITIES) - 0.0%

3,489,545

NET ASSETS - 100%

$ 7,114,248,761

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

1,072 NYSE E-mini MSCI Emerging Markets Index Contracts (United States)

Dec. 2013

$ 54,881,040

$ (251,067)

 

The face value of futures purchased as a percentage of net assets is 0.8%

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 $4,938,480 or 0.1% 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 $624,979.

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

$ 223,122

Fidelity Securities Lending Cash Central Fund

437,947

Total

$ 661,069

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

China Suntien Green Energy Corp. Ltd.
(H Shares)

$ 22,582,764

$ 9,803,676

$ 38,896,918

$ 213,988

$ -

Daou Technology, Inc.

-

18,156,393

-

-

16,429,478

GP Investments Ltd. Class A (depositary receipt)

15,128,168

9,082,415

-

-

-

Indiabulls Real Estate Ltd.

9,917,615

29,431,992

17,267,248

1,775,021

-

PT Bakrieland Development Tbk

7,766,273

6,674,507

560,929

-

9,799,068

SREI Infrastructure Finance Ltd.

17,681,250

5,424,425

850,671

352,379

14,720,963

Veripos

7,361,301

3,853,624

2,746,690

259,404

14,258,599

Total

$ 80,437,371

$ 82,427,032

$ 60,322,456

$ 2,600,792

$ 55,208,108

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 table 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

$ 601,128,996

$ 601,128,996

$ -

$ -

Consumer Staples

602,742,601

602,742,601

-

-

Energy

727,412,685

722,364,368

5,048,317

-

Financials

1,844,608,493

1,738,369,467

106,239,026

-

Health Care

108,488,019

86,825,358

21,662,661

-

Industrials

520,176,916

520,176,916

-

-

Information Technology

1,166,473,065

1,018,411,408

148,061,657

-

Materials

715,183,705

692,853,592

22,330,113

-

Telecommunication Services

476,955,809

394,172,382

82,783,427

-

Utilities

201,400,767

174,872,278

26,528,489

-

Government Obligations

6,224,790

-

6,224,790

-

Money Market Funds

139,963,370

139,963,370

-

-

Total Investments in Securities:

$ 7,110,759,216

$ 6,691,880,736

$ 418,878,480

$ -

Derivative Instruments:

Liabilities

Futures Contracts

$ (251,067)

$ (251,067)

$ -

$ -

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)

$ -

$ (251,067)

(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 Series Emerging Markets Fund


Financial Statements

Statement of Assets and Liabilities

  

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $38,062,481) - See accompanying schedule:

Unaffiliated issuers (cost $ 5,934,655,035)

$ 6,915,587,738

 

Fidelity Central Funds (cost $139,963,370)

139,963,370

 

Other affiliated issuers (cost $64,300,094)

55,208,108

 

Total Investments (cost $6,138,918,499)

 

$ 7,110,759,216

Foreign currency held at value (cost $1,940,212)

1,939,191

Receivable for investments sold

46,594,717

Receivable for fund shares sold

253,484,007

Dividends receivable

6,284,396

Distributions receivable from Fidelity Central Funds

68,841

Prepaid expenses

19,964

Other receivables

1,965,733

Total assets

7,421,116,065

 

 

 

Liabilities

Payable to custodian bank

$ 428,094

Payable for investments purchased

259,889,464

Payable for fund shares redeemed

357,562

Accrued management fee

4,521,738

Payable for daily variation margin for derivative instruments

235,740

Other affiliated payables

631,667

Other payables and accrued expenses

1,486,642

Collateral on securities loaned, at value

39,316,397

Total liabilities

306,867,304

 

 

 

Net Assets

$ 7,114,248,761

Net Assets consist of:

 

Paid in capital

$ 6,410,185,602

Undistributed net investment income

69,317,447

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(336,173,899)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

970,919,611

Net Assets

$ 7,114,248,761

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

  

October 31, 2013

 

 

 

Series Emerging Markets:
Net Asset Value
, offering price and redemption price
per share ($3,623,928,346 ÷ 206,367,481 shares)

$ 17.56

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($3,490,320,415 ÷ 198,121,207 shares)

$ 17.62

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Series Emerging Markets Fund
Financial Statements - continued

Statement of Operations

  

Year ended October 31, 2013

 

  

  

Investment Income

  

  

Dividends (including $2,600,792 earned from other affiliated issuers)

 

$ 155,567,513

Interest

 

3,926

Income from Fidelity Central Funds

 

661,069

Income before foreign taxes withheld

 

156,232,508

Less foreign taxes withheld

 

(17,084,418)

Total income

 

139,148,090

 

 

 

Expenses

Management fee

$ 49,113,107

Transfer agent fees

5,917,293

Accounting and security lending fees

1,625,992

Custodian fees and expenses

4,221,647

Independent trustees' compensation

34,701

Audit

112,025

Legal

15,340

Miscellaneous

55,118

Total expenses before reductions

61,095,223

Expense reductions

(1,668,425)

59,426,798

Net investment income (loss)

79,721,292

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(5,695,908)

Other affiliated issuers

6,096,969

 

Foreign currency transactions

(3,784,126)

Futures contracts

(4,623,626)

Total net realized gain (loss)

 

(8,006,691)

Change in net unrealized appreciation (depreciation) on:

Investment securities

533,754,368

Assets and liabilities in foreign currencies

(222,772)

Futures contracts

(251,067)

Total change in net unrealized appreciation (depreciation)

 

533,280,529

Net gain (loss)

525,273,838

Net increase (decrease) in net assets resulting from operations

$ 604,995,130

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)

$ 79,721,292

$ 76,582,555

Net realized gain (loss)

(8,006,691)

(280,829,756)

Change in net unrealized appreciation (depreciation)

533,280,529

509,717,190

Net increase (decrease) in net assets resulting
from operations

604,995,130

305,469,989

Distributions to shareholders from net investment income

(83,765,985)

(31,500,009)

Distributions to shareholders from net realized gain

(3,180,768)

(158,430,172)

Total distributions

(86,946,753)

(189,930,181)

Share transactions - net increase (decrease)

842,777,045

781,840,186

Total increase (decrease) in net assets

1,360,825,422

897,379,994

 

 

 

Net Assets

Beginning of period

5,753,423,339

4,856,043,345

End of period (including undistributed net investment income of $69,317,447 and undistributed net investment income of $73,362,140, respectively)

$ 7,114,248,761

$ 5,753,423,339

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Series Emerging Markets

Years ended October 31,

2013

2012

2011

2010

2009 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 16.25

$ 16.06

$ 18.85

$ 16.38

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .20

  .21

  .18

  .15

  .15

Net realized and unrealized gain (loss)

  1.34

  .59

  (2.19)

  4.03

  6.27

Total from investment operations

  1.54

  .80

  (2.01)

  4.18

  6.42

Distributions from net investment income

  (.22)

  (.09)

  (.10)

  (.09)

  (.04)

Distributions from net realized gain

  (.01)

  (.52)

  (.68)

  (1.62)

  -

Total distributions

  (.23)

  (.61)

  (.78)

  (1.71)

  (.04)

Net asset value, end of period

$ 17.56

$ 16.25

$ 16.06

$ 18.85

$ 16.38

Total Return B,C

  9.59%

  5.40%

  (11.26)%

  27.32%

  64.35%

Ratios to Average Net Assets E,H

 

 

 

 

Expenses before reductions

  1.09%

  1.10%

  1.12%

  1.15%

  1.21% A

Expenses net of fee waivers, if any

  1.09%

  1.10%

  1.12%

  1.15%

  1.21% A

Expenses net of all reductions

  1.06%

  1.07%

  1.07%

  1.08%

  1.09% A

Net investment income (loss)

  1.22%

  1.37%

  1.00%

  .89%

  1.15% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,623,928

$ 3,182,644

$ 3,384,616

$ 2,425,249

$ 910,106

Portfolio turnover rate F

  79%

  80%

  104%

  92%

  109% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period December 9, 2008 (commencement of operations) to October 31, 2009.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Years ended October 31,

2013

2012

2011

2010

2009 G

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 16.30

$ 16.11

$ 18.90

$ 16.40

$ 13.91

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .23

  .25

  .21

  .19

  .02

Net realized and unrealized gain (loss)

  1.35

  .58

  (2.19)

  4.03

  2.47

Total from investment operations

  1.58

  .83

  (1.98)

  4.22

  2.49

Distributions from net investment income

  (.26)

  (.12)

  (.13)

  (.10)

  -

Distributions from net realized gain

  (.01)

  (.52)

  (.68)

  (1.62)

  -

Total distributions

  (.26) I

  (.64)

  (.81)

  (1.72)

  -

Net asset value, end of period

$ 17.62

$ 16.30

$ 16.11

$ 18.90

$ 16.40

Total Return B,C

  9.84%

  5.60%

  (11.07)%

  27.59%

  17.90%

Ratios to Average Net Assets E,H

 

 

 

 

Expenses before reductions

  .90%

  .90%

  .91%

  .92%

  .93% A

Expenses net of fee waivers, if any

  .90%

  .90%

  .91%

  .92%

  .93% A

Expenses net of all reductions

  .88%

  .87%

  .86%

  .85%

  .82% A

Net investment income (loss)

  1.40%

  1.57%

  1.21%

  1.13%

  .28% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,490,320

$ 2,570,780

$ 1,471,427

$ 454,160

$ 8,025

Portfolio turnover rate F

  79%

  80%

  104%

  92%

  109% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period June 26, 2009 (commencement of operations) to October 31, 2009.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Total distributions of $.26 per share is comprised of distributions from net investment income of $.255 and distributions from net realized gain of $.009 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Series International Growth Fund


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Life of
fund
A

  Fidelity Series International Growth Fund

22.72%

9.81%

  Class F

22.88%

10.04%

A From December 3, 2009.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Series International Growth Fund, a class of the fund, on December 3, 2009, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI EAFE ® Growth Index performed over the same period.

gsv663791

Annual Report

Fidelity Series International Growth 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 Jed Weiss, Portfolio Manager of Fidelity® Series International Growth Fund: For the year, the fund's Series International Growth and Class F shares gained 22.72% and 22.88%, respectively, trailing the 26.07% advance of the MSCI® EAFE® Growth Index. Versus the index, picks in emerging markets detracted. Underweighting Europe and disappointing security selection there also hurt, even as Dutch semiconductor equipment company ASML Holding made an outsized contribution. Stock picking in Canada detracted, with out-of-index gold mining companies Goldcorp and Agnico Eagle Mines suffering from falling gold prices. I ultimately sold both. A moderate cash position curbed performance in an up market. Conversely, stock picking in Hong Kong was helpful, especially casino gaming companies Sands China and Wynn Macau, as was underweighting poor-performing Australia. Also contributing were the fund's out-of-benchmark holdings in companies headquartered in the U.S. but doing all or most of their business abroad. In strong-performing Japan, the impact was mixed, with a detrimental underweighting but favorable stock picking. The fund's biggest individual detractor was automaker Toyota Motor. Instead of owning this outperforming benchmark component, we held DENSO, a parts supplier whose largest customer is Toyota and which tempered the latter's negative relative impact.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Fidelity Series International Growth Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

gsv663757

United Kingdom 17.6%

 

gsv663759

Japan 16.6%

 

gsv663761

United States of America* 15.1%

 

gsv663763

Switzerland 12.3%

 

gsv663765

Sweden 5.3%

 

gsv663767

Belgium 4.8%

 

gsv663769

Germany 4.4%

 

gsv663771

Australia 3.3%

 

gsv663773

France 3.2%

 

gsv663775

Other 17.4%

 

gsv663803

* 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

gsv663757

United Kingdom 18.0%

 

gsv663759

United States of America* 17.1%

 

gsv663761

Japan 12.9%

 

gsv663763

Switzerland 10.4%

 

gsv663765

Sweden 5.4%

 

gsv663767

Belgium 4.5%

 

gsv663769

France 3.9%

 

gsv663771

Australia 3.8%

 

gsv663773

Germany 3.1%

 

gsv663775

Other 20.9%

 

gsv663815

* 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

97.7

97.5

Short-Term Investments and Net Other Assets (Liabilities)

2.3

2.5

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)

4.3

5.0

Anheuser-Busch InBev SA NV (Belgium, Beverages)

3.4

3.6

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

3.3

2.5

DENSO Corp. (Japan, Auto Components)

2.9

2.2

UBS AG (NY Shares) (Switzerland, Capital Markets)

2.2

1.8

Linde AG (Germany, Chemicals)

2.1

2.3

Keyence Corp. (Japan, Electronic Equipment & Components)

2.0

1.3

Prudential PLC (United Kingdom, Insurance)

1.8

0.0

Novo Nordisk A/S Series B sponsored ADR (Denmark, Pharmaceuticals)

1.8

2.5

SABMiller PLC (United Kingdom, Beverages)

1.7

2.0

 

25.5

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Staples

19.7

24.1

Consumer Discretionary

17.0

16.1

Financials

15.2

11.2

Industrials

14.1

14.5

Health Care

12.1

11.2

Materials

7.6

10.6

Information Technology

7.5

6.7

Energy

2.9

3.1

Telecommunication Services

1.6

0.0

Annual Report

Fidelity Series International Growth Fund


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 97.7%

Shares

Value

Australia - 3.3%

Coca-Cola Amatil Ltd.

7,415,464

$ 90,412,563

CSL Ltd.

2,792,640

183,442,726

Sydney Airport unit

12,635,580

50,039,152

Transurban Group unit

6,493,913

43,577,825

TOTAL AUSTRALIA

367,472,266

Austria - 1.1%

Andritz AG

1,926,395

118,668,085

Bailiwick of Jersey - 0.4%

Informa PLC

5,522,821

49,545,354

Belgium - 4.8%

Anheuser-Busch InBev SA NV

3,637,481

377,074,867

KBC Groupe SA

1,593,072

86,844,190

Umicore SA

1,530,178

72,996,447

TOTAL BELGIUM

536,915,504

Bermuda - 0.4%

Lazard Ltd. Class A

1,182,948

45,720,940

Brazil - 0.1%

Arezzo Industria e Comercio SA

1,071,700

16,026,225

Cayman Islands - 2.6%

Sands China Ltd.

24,529,600

174,330,060

Wynn Macau Ltd.

30,693,600

117,778,227

TOTAL CAYMAN ISLANDS

292,108,287

Denmark - 1.8%

Novo Nordisk A/S Series B sponsored ADR

1,202,666

200,448,342

Finland - 1.0%

Nokian Tyres PLC (d)

2,096,036

106,066,428

France - 3.2%

Danone SA

1,648,705

122,268,466

Remy Cointreau SA

508,201

50,149,920

Safran SA

1,722,686

110,107,339

Sanofi SA

741,115

79,020,080

TOTAL FRANCE

361,545,805

Germany - 4.4%

Bayer AG

1,225,000

152,253,333

Deutsche Bank AG

926,900

44,796,304

Deutsche Bank AG (NY Shares)

23,900

1,154,848

Common Stocks - continued

Shares

Value

Germany - continued

Linde AG

1,269,819

$ 241,287,341

Siemens AG sponsored ADR (d)

414,355

53,041,584

TOTAL GERMANY

492,533,410

India - 0.4%

Housing Development Finance Corp. Ltd.

2,822,777

39,166,810

Ireland - 1.6%

CRH PLC sponsored ADR (d)

3,528,105

86,368,010

James Hardie Industries PLC CDI

9,388,573

96,988,554

TOTAL IRELAND

183,356,564

Israel - 0.3%

Azrieli Group

1,019,186

32,775,808

Italy - 0.8%

Interpump Group SpA

2,890,349

32,179,845

Prada SpA

5,741,500

55,985,734

TOTAL ITALY

88,165,579

Japan - 16.6%

AEON Mall Co. Ltd.

1,916,100

54,419,095

Aozora Bank Ltd.

16,452,000

47,826,535

Autobacs Seven Co. Ltd.

2,080,800

30,339,061

DENSO Corp.

6,765,200

325,192,465

East Japan Railway Co.

350,000

30,404,744

Fanuc Corp.

572,900

91,897,574

Fast Retailing Co. Ltd.

334,000

112,428,375

Japan Tobacco, Inc.

3,187,200

115,324,636

Keyence Corp.

512,800

219,780,962

Kobayashi Pharmaceutical Co. Ltd.

210,500

11,786,113

Mitsui Fudosan Co. Ltd.

4,946,000

163,840,729

Nomura Holdings, Inc.

3,726,400

27,527,044

Seven Bank Ltd.

15,140,800

53,587,166

Shinsei Bank Ltd.

27,093,000

63,433,014

SHO-BOND Holdings Co. Ltd.

1,139,400

53,355,078

SoftBank Corp.

2,475,700

184,882,575

Unicharm Corp.

1,045,100

67,125,638

USS Co. Ltd.

9,800,100

143,517,530

Yamato Kogyo Co. Ltd.

1,702,700

63,109,215

TOTAL JAPAN

1,859,777,549

Common Stocks - continued

Shares

Value

Mexico - 0.4%

Fomento Economico Mexicano S.A.B. de CV sponsored ADR

422,912

$ 39,457,690

Netherlands - 1.8%

ASML Holding NV

1,129,208

106,868,245

ING Groep NV (Certificaten Van Aandelen) (a)

7,019,504

89,201,937

TOTAL NETHERLANDS

196,070,182

Portugal - 0.8%

Jeronimo Martins SGPS SA

5,081,579

93,902,384

South Africa - 0.4%

Clicks Group Ltd.

7,827,484

48,771,921

Spain - 1.9%

Inditex SA (d)

1,088,716

178,862,703

Prosegur Compania de Seguridad SA (Reg.)

4,629,389

27,530,722

TOTAL SPAIN

206,393,425

Sweden - 5.3%

ASSA ABLOY AB (B Shares)

2,515,539

124,883,125

Atlas Copco AB (A Shares)

4,373,832

121,359,402

Fagerhult AB

262,531

8,062,232

H&M Hennes & Mauritz AB (B Shares)

3,456,925

149,372,150

Intrum Justitia AB

1,552,600

41,330,468

SKF AB (B Shares)

2,857,683

75,719,195

Svenska Handelsbanken AB (A Shares)

1,369,371

62,043,862

Swedish Match Co. AB

358,001

11,811,732

TOTAL SWEDEN

594,582,166

Switzerland - 12.3%

Credit Suisse Group

1,386,566

43,133,249

Nestle SA

6,722,494

485,256,239

Novartis AG

1,459,160

113,263,770

Roche Holding AG (participation certificate)

1,318,656

365,070,135

Schindler Holding AG:

(participation certificate)

443,924

62,966,902

(Reg.)

119,619

17,006,504

Swatch Group AG (Bearer)

73,850

47,247,396

UBS AG (NY Shares)

12,641,213

244,733,884

TOTAL SWITZERLAND

1,378,678,079

Turkey - 1.6%

Coca-Cola Icecek A/S

3,037,007

87,097,633

Common Stocks - continued

Shares

Value

Turkey - continued

Tupras Turkiye Petrol Rafinelleri A/S

1,842,000

$ 41,799,674

Turkiye Garanti Bankasi A/S

13,322,357

53,656,481

TOTAL TURKEY

182,553,788

United Kingdom - 17.6%

Babcock International Group PLC

3,574,000

73,064,533

Barclays PLC sponsored ADR (d)

4,319,175

72,605,332

BG Group PLC

8,995,322

183,678,170

BHP Billiton PLC ADR (d)

1,434,890

88,446,620

GlaxoSmithKline PLC sponsored ADR

3,538,868

186,250,623

InterContinental Hotel Group PLC ADR

4,334,187

127,208,388

Johnson Matthey PLC

2,379,927

114,631,888

Prudential PLC

10,082,658

206,198,062

Reckitt Benckiser Group PLC

2,177,387

169,254,458

Rexam PLC

6,830,627

56,896,821

Rolls-Royce Group PLC

8,241,111

151,958,670

Rotork PLC

1,623,797

74,540,957

SABMiller PLC

3,702,483

193,175,703

Serco Group PLC

6,695,669

59,798,605

Shaftesbury PLC

2,830,400

26,957,284

Standard Chartered PLC (United Kingdom)

6,462,798

155,384,943

Unite Group PLC

4,544,900

28,857,679

TOTAL UNITED KINGDOM

1,968,908,736

United States of America - 12.8%

Autoliv, Inc.

1,288,427

114,966,341

Berkshire Hathaway, Inc. Class B (a)

365,650

42,079,002

BorgWarner, Inc.

1,109,607

114,433,770

Cummins, Inc.

503,327

63,932,596

FMC Technologies, Inc. (a)

963,545

48,707,200

Google, Inc. Class A (a)

53,697

55,339,054

KLA-Tencor Corp.

803,420

52,704,352

Martin Marietta Materials, Inc. (d)

589,400

57,814,246

MasterCard, Inc. Class A

216,141

154,994,711

Mead Johnson Nutrition Co. Class A

1,435,956

117,260,167

Mohawk Industries, Inc. (a)

429,215

56,836,650

National Oilwell Varco, Inc.

799,182

64,877,595

Philip Morris International, Inc.

861,592

76,785,079

PriceSmart, Inc.

443,975

50,519,915

ResMed, Inc. (d)

1,208,300

62,517,442

Solera Holdings, Inc.

847,399

47,640,772

SS&C Technologies Holdings, Inc. (a)

1,236,100

48,578,730

Common Stocks - continued

Shares

Value

United States of America - continued

Union Pacific Corp.

325,900

$ 49,341,260

Visa, Inc. Class A

743,324

146,189,531

TOTAL UNITED STATES OF AMERICA

1,425,518,413

TOTAL COMMON STOCKS

(Cost $8,102,697,902)


10,925,129,740

Nonconvertible Preferred Stocks - 0.0%

 

 

 

 

United Kingdom - 0.0%

Rolls-Royce Group PLC Series C
(Cost $1,150,490)

708,735,546


1,136,387

Money Market Funds - 4.1%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)

197,076,167

197,076,167

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

254,383,626

254,383,626

TOTAL MONEY MARKET FUNDS

(Cost $451,459,793)


451,459,793

TOTAL INVESTMENT PORTFOLIO - 101.8%

(Cost $8,555,308,185)

11,377,725,920

NET OTHER ASSETS (LIABILITIES) - (1.8)%

(199,343,425)

NET ASSETS - 100%

$ 11,178,382,495

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

$ 235,011

Fidelity Securities Lending Cash Central Fund

5,969,221

Total

$ 6,204,232

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

$ 1,920,136,857

$ 1,308,659,426

$ 611,477,431

$ -

Consumer Staples

2,207,435,124

1,150,867,631

1,056,567,493

-

Energy

339,062,639

339,062,639

-

-

Financials

1,685,944,198

891,981,063

793,963,135

-

Health Care

1,342,266,451

1,149,982,601

192,283,850

-

Industrials

1,535,902,784

1,360,245,388

175,657,396

-

Information Technology

832,096,357

612,315,395

219,780,962

-

Materials

878,539,142

815,429,927

63,109,215

-

Telecommunication Services

184,882,575

-

184,882,575

-

Money Market Funds

451,459,793

451,459,793

-

-

Total Investments in Securities:

$ 11,377,725,920

$ 8,080,003,863

$ 3,297,722,057

$ -

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

$ 1,313,273,171

Level 2 to Level 1

$ 0

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Series International Growth Fund


Financial Statements

Statement of Assets and Liabilities

  

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $244,524,112) - See accompanying schedule:

Unaffiliated issuers (cost $8,103,848,392)

$ 10,926,266,127

 

Fidelity Central Funds (cost $451,459,793)

451,459,793

 

Total Investments (cost $8,555,308,185)

 

$ 11,377,725,920

Foreign currency held at value (cost $38)

38

Receivable for investments sold

49,772,903

Receivable for fund shares sold

63,338,426

Dividends receivable

25,592,531

Distributions receivable from Fidelity Central Funds

66,278

Prepaid expenses

34,250

Other receivables

278,484

Total assets

11,516,808,830

 

 

 

Liabilities

Payable for investments purchased

$ 74,876,123

Payable for fund shares redeemed

1,159,053

Accrued management fee

6,824,481

Other affiliated payables

950,557

Other payables and accrued expenses

232,495

Collateral on securities loaned, at value

254,383,626

Total liabilities

338,426,335

 

 

 

Net Assets

$ 11,178,382,495

Net Assets consist of:

 

Paid in capital

$ 8,237,076,483

Undistributed net investment income

94,753,598

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

23,946,006

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

2,822,606,408

Net Assets

$ 11,178,382,495

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

  

October 31, 2013

 

 

 

Series International Growth:
Net Asset Value
, offering price and redemption price
per share ($5,642,297,582 ÷ 404,567,672 shares)

$ 13.95

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($5,536,084,913 ÷ 395,745,829 shares)

$ 13.99

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Series International Growth Fund
Financial Statements - continued

Statement of Operations

  

Year ended October 31, 2013

 

  

  

Investment Income

  

  

Dividends

 

$ 236,604,636

Interest

 

2,466

Income from Fidelity Central Funds

 

6,204,232

Income before foreign taxes withheld

 

242,811,334

Less foreign taxes withheld

 

(16,598,152)

Total income

 

226,213,182

 

 

 

Expenses

Management fee
Basic fee

$ 69,798,789

Performance adjustment

11,443,152

Transfer agent fees

9,561,788

Accounting and security lending fees

1,819,975

Custodian fees and expenses

1,065,240

Independent trustees' compensation

56,151

Audit

73,534

Legal

23,410

Interest

1,909

Miscellaneous

87,923

Total expenses before reductions

93,931,871

Expense reductions

(1,296,863)

92,635,008

Net investment income (loss)

133,578,174

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

384,577,210

Foreign currency transactions

496,934

Futures contracts

(14,920,138)

Total net realized gain (loss)

 

370,154,006

Change in net unrealized appreciation (depreciation) on:

Investment securities

1,529,307,020

Assets and liabilities in foreign currencies

629,742

Total change in net unrealized appreciation (depreciation)

 

1,529,936,762

Net gain (loss)

1,900,090,768

Net increase (decrease) in net assets resulting from operations

$ 2,033,668,942

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)

$ 133,578,174

$ 120,932,181

Net realized gain (loss)

370,154,006

(174,573,044)

Change in net unrealized appreciation (depreciation)

1,529,936,762

937,528,168

Net increase (decrease) in net assets resulting
from operations

2,033,668,942

883,887,305

Distributions to shareholders from net investment income

(154,572,907)

(86,292,993)

Distributions to shareholders from net realized gain

-

(4,902,084)

Total distributions

(154,572,907)

(91,195,077)

Share transactions - net increase (decrease)

189,778,640

1,153,946,734

Total increase (decrease) in net assets

2,068,874,675

1,946,638,962

 

 

 

Net Assets

Beginning of period

9,109,507,820

7,162,868,858

End of period (including undistributed net investment income of $94,753,598 and undistributed net investment income of $115,582,243, respectively)

$ 11,178,382,495

$ 9,109,507,820

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Series International Growth

Years ended October 31,

2013

2012

2011

2010 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 11.55

$ 10.53

$ 10.89

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .16

  .15

  .16

  .09

Net realized and unrealized gain (loss)

  2.43

  .99

  (.46)

  .80

Total from investment operations

  2.59

  1.14

  (.30)

  .89

Distributions from net investment income

  (.19)

  (.12)

  (.05)

  -

Distributions from net realized gain

  -

  (.01)

  (.01)

  -

Total distributions

  (.19)

  (.12) I

  (.06)

  -

Net asset value, end of period

$ 13.95

$ 11.55

$ 10.53

$ 10.89

Total Return B,C

  22.72%

  11.00%

  (2.77)%

  8.90%

Ratios to Average Net Assets E,H

 

 

 

 

Expenses before reductions

  1.04%

  1.05%

  1.00%

  1.01% A

Expenses net of fee waivers, if any

  1.04%

  1.05%

  1.00%

  1.01% A

Expenses net of all reductions

  1.02%

  1.04%

  .98%

  .99% A

Net investment income (loss)

  1.26%

  1.38%

  1.40%

  1.06% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,642,298

$ 5,045,151

$ 4,996,927

$ 3,944,123

Portfolio turnover rate F

  41%

  27%

  23%

  63% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period December 3, 2009 (commencement of operations) to October 31, 2010.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Total distributions of $.12 per share is comprised of distributions from net investment income of $.115 and distributions from net realized gain of $.007 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Years ended October 31,

2013

2012

2011

2010 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 11.59

$ 10.57

$ 10.91

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .18

  .17

  .18

  .11

Net realized and unrealized gain (loss)

  2.43

  1.00

  (.45)

  .80

Total from investment operations

  2.61

  1.17

  (.27)

  .91

Distributions from net investment income

  (.21)

  (.14)

  (.06)

  -

Distributions from net realized gain

  -

  (.01)

  (.01)

  -

Total distributions

  (.21)

  (.15)

  (.07)

  -

Net asset value, end of period

$ 13.99

$ 11.59

$ 10.57

$ 10.91

Total Return B,C

  22.88%

  11.23%

  (2.50)%

  9.10%

Ratios to Average Net Assets E,H

 

 

 

 

Expenses before reductions

  .85%

  .85%

  .79%

  .78% A

Expenses net of fee waivers, if any

  .85%

  .85%

  .79%

  .78% A

Expenses net of all reductions

  .84%

  .84%

  .77%

  .75% A

Net investment income (loss)

  1.44%

  1.58%

  1.62%

  1.29% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,536,085

$ 4,064,357

$ 2,165,942

$ 744,325

Portfolio turnover rate F

  41%

  27%

  23%

  63% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period December 3, 2009 (commencement of operations) to October 31, 2010.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Series International Small Cap Fund


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Life of
fund
A

  Fidelity Series International Small Cap Fund

27.95%

13.32%

  Class F

28.14%

13.54%

A From December 3, 2009.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Series International Small Cap Fund, a class of the fund, on December 3, 2009, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI EAFE Small Cap Index performed over the same period.

gsv663817

Annual Report

Fidelity Series International Small Cap 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 Jed Weiss, Portfolio Manager of Fidelity® Series International Small Cap Fund: For the year, the fund's Series International Small Cap and Class F shares gained 27.95% and 28.14%, respectively, trailing the 32.33% increase in the MSCI® EAFE® Small Cap Index. Europe was a big detractor, as poor stock picking in the region weighed on the fund's result. The fund also had a moderate cash position, which hurt performance in an up market. Further, stock picking in Canada was a negative, with out-of-index mining-related companies Eldorado Gold, Copper Mountain Mining and Agnico Eagle Mines hurting results. I ultimately sold all three stocks. Emerging markets, especially South African drug store chain Clicks Group - which was not in the benchmark - posed an additional challenge. On the positive side, the fund was significantly helped by a large underweighting in the Asia-Pacific ex Japan region, especially Australia, which included a large number of poor-performing mining companies that I chose to avoid. The fund's out-of-benchmark U.S. holdings also helped. The vast majority of these investments were in companies that do all or most of their business abroad but that happen to be based here. Of final note, stock picking in Japan proved very helpful in relative terms, with investment bank Nihon M&A Center producing an outsized contribution.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Fidelity Series International Small Cap Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

gsv663757

Japan 24.6%

 

gsv663759

United Kingdom 19.5%

 

gsv663761

United States of America* 15.0%

 

gsv663763

Germany 5.1%

 

gsv663765

Italy 3.5%

 

gsv663767

Netherlands 3.4%

 

gsv663769

France 2.7%

 

gsv663771

Sweden 2.4%

 

gsv663773

Ireland 2.0%

 

gsv663775

Other 21.8%

 

gsv663829

* 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

gsv663757

Japan 23.7%

 

gsv663759

United Kingdom 18.4%

 

gsv663761

United States of America* 17.1%

 

gsv663763

Germany 4.0%

 

gsv663765

Turkey 3.6%

 

gsv663767

Netherlands 3.0%

 

gsv663769

Italy 2.7%

 

gsv663771

France 2.5%

 

gsv663773

Sweden 2.3%

 

gsv663775

Other 22.7%

 

gsv663841

* 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

97.3

95.5

Short-Term Investments and Net Other Assets (Liabilities)

2.7

4.5

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

USS Co. Ltd. (Japan, Specialty Retail)

2.3

2.2

PriceSmart, Inc. (United States of America, Food & Staples Retailing)

2.0

2.0

Intrum Justitia AB (Sweden, Commercial Services & Supplies)

1.7

1.4

Aalberts Industries NV (Netherlands, Machinery)

1.5

1.1

CTS Eventim AG (Germany, Media)

1.5

1.2

Unite Group PLC (United Kingdom, Real Estate Management & Development)

1.5

1.3

Spirax-Sarco Engineering PLC (United Kingdom, Machinery)

1.5

1.4

Azimut Holding SpA (Italy, Capital Markets)

1.4

1.1

Interpump Group SpA (Italy, Machinery)

1.4

1.2

Spectris PLC (United Kingdom, Electronic Equipment & Components)

1.3

1.0

 

16.1

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Industrials

24.7

23.7

Financials

18.5

16.8

Consumer Discretionary

18.1

19.2

Consumer Staples

9.9

10.1

Materials

9.5

9.7

Information Technology

7.2

7.2

Health Care

6.1

5.3

Energy

3.3

3.5

Annual Report

Fidelity Series International Small Cap Fund


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 96.3%

Shares

Value

Australia - 1.3%

Imdex Ltd.

5,194,572

$ 3,534,948

Ramsay Health Care Ltd.

328,640

12,051,827

RCG Corp. Ltd.

1,202,175

840,814

Sydney Airport unit

3,267,686

12,940,620

TOTAL AUSTRALIA

29,368,209

Austria - 1.7%

Andritz AG

433,624

26,711,723

Zumtobel AG

662,319

11,838,806

TOTAL AUSTRIA

38,550,529

Bailiwick of Jersey - 1.3%

Informa PLC

3,261,447

29,258,516

Belgium - 2.0%

Gimv NV (d)

315,309

15,968,533

KBC Ancora (a)

525,381

17,112,932

Umicore SA

250,433

11,946,793

TOTAL BELGIUM

45,028,258

Bermuda - 0.4%

Lazard Ltd. Class A

255,101

9,859,654

Brazil - 0.3%

Arezzo Industria e Comercio SA

510,100

7,628,047

British Virgin Islands - 0.3%

Gem Diamonds Ltd. (a)

2,606,074

6,664,834

Canada - 1.6%

Painted Pony Petroleum Ltd. (a)(e)

25,000

164,245

Pason Systems, Inc.

977,200

20,309,715

ShawCor Ltd. Class A

227,900

9,580,259

TAG Oil Ltd. (a)(d)(f)

1,366,957

5,558,814

TOTAL CANADA

35,613,033

Denmark - 1.2%

Jyske Bank A/S (Reg.) (a)

254,219

14,350,942

Spar Nord Bank A/S (a)

1,595,300

14,230,137

TOTAL DENMARK

28,581,079

Finland - 1.4%

Nokian Tyres PLC

370,000

18,723,237

Tikkurila Oyj

553,100

14,336,047

TOTAL FINLAND

33,059,284

Common Stocks - continued

Shares

Value

France - 2.7%

Laurent-Perrier Group SA

132,224

$ 12,353,262

Remy Cointreau SA

109,254

10,781,324

Saft Groupe SA

406,719

12,910,967

Vetoquinol SA

208,127

8,285,376

Virbac SA

88,700

17,842,064

TOTAL FRANCE

62,172,993

Germany - 4.5%

alstria office REIT-AG

788,729

10,000,034

Bilfinger Berger AG

206,235

22,896,873

CompuGROUP Holding AG

696,315

18,147,369

CTS Eventim AG

700,186

34,176,858

Fielmann AG

164,395

18,392,282

TOTAL GERMANY

103,613,416

Greece - 0.6%

Titan Cement Co. SA (Reg.) (a)

535,299

14,608,725

India - 0.6%

Jyothy Laboratories Ltd. (a)

4,369,647

13,139,290

Ireland - 2.0%

FBD Holdings PLC

842,600

18,190,238

James Hardie Industries PLC CDI

2,697,858

27,870,194

TOTAL IRELAND

46,060,432

Israel - 1.3%

Azrieli Group

403,779

12,985,052

Ituran Location & Control Ltd.

505,995

9,259,709

Strauss Group Ltd.

359,955

6,357,461

TOTAL ISRAEL

28,602,222

Italy - 3.5%

Azimut Holding SpA

1,295,164

32,901,702

Beni Stabili SpA SIIQ

22,780,464

15,650,669

Interpump Group SpA

2,941,066

32,744,506

TOTAL ITALY

81,296,877

Japan - 24.6%

Air Water, Inc.

446,000

6,375,246

Anicom Holdings, Inc. (a)(d)

125,000

1,481,295

Aozora Bank Ltd.

7,652,000

22,244,630

ARNEST ONE Corp. (d)

335,600

9,201,440

Artnature, Inc.

62,400

1,331,870

Common Stocks - continued

Shares

Value

Japan - continued

Asahi Co. Ltd.

626,000

$ 10,611,416

Autobacs Seven Co. Ltd. (d)

1,170,300

17,063,535

Azbil Corp.

695,300

16,752,995

Coca-Cola Central Japan Co. Ltd.

517,500

9,165,257

Cosmos Pharmaceutical Corp.

109,800

13,377,000

Daikokutenbussan Co. Ltd.

567,100

17,017,503

FCC Co. Ltd.

1,050,400

23,996,302

GCA Savvian Group Corp.

693,400

7,643,825

Glory Ltd.

308,100

7,639,925

Goldcrest Co. Ltd.

959,410

25,667,927

Hajime Construction Co. Ltd. (d)

58,200

4,012,977

Harmonic Drive Systems, Inc.

285,600

6,148,424

Iwatsuka Confectionary Co. Ltd.

19,200

990,251

Kamigumi Co. Ltd.

992,000

8,628,777

Kobayashi Pharmaceutical Co. Ltd.

303,500

16,993,279

Kyoto Kimono Yuzen Co. Ltd.

378,600

3,978,602

Lasertec Corp. (a)(d)

829,400

8,568,474

Meiko Network Japan Co. Ltd.

514,400

5,938,325

Miraial Co. Ltd. (d)

301,300

4,887,353

Nabtesco Corp.

494,100

12,059,755

Nagaileben Co. Ltd.

774,000

12,772,713

Nihon M&A Center, Inc. (d)

373,100

28,775,555

Nihon Parkerizing Co. Ltd.

1,059,000

20,687,629

Nippon Seiki Co. Ltd.

843,000

13,744,200

Nippon Thompson Co. Ltd.

1,817,000

9,889,262

NS Tool Co. Ltd.

1,000

17,033

Obic Co. Ltd.

575,100

18,059,682

OSG Corp.

1,583,600

25,617,338

San-Ai Oil Co. Ltd.

138,000

595,998

Seven Bank Ltd.

7,100,900

25,131,902

SHO-BOND Holdings Co. Ltd. (d)

542,300

25,394,470

Shoei Co. Ltd.

502,500

4,721,067

Software Service, Inc.

25,000

939,959

Techno Medica Co. Ltd.

185,400

4,037,458

The Nippon Synthetic Chemical Industry Co. Ltd.

1,878,000

18,106,333

Tocalo Co. Ltd.

458,400

7,505,133

Tsutsumi Jewelry Co. Ltd.

258,100

6,288,758

USS Co. Ltd.

3,579,000

52,412,644

Workman Co. Ltd.

34,700

1,359,873

Yamato Kogyo Co. Ltd.

775,800

28,754,407

TOTAL JAPAN

566,587,797

Common Stocks - continued

Shares

Value

Korea (South) - 0.9%

Coway Co. Ltd.

371,866

$ 21,233,859

Mexico - 0.4%

Consorcio ARA S.A.B. de CV (a)

21,856,627

8,543,471

Netherlands - 3.4%

Aalberts Industries NV

1,156,000

34,593,080

ASM International NV (depositary receipt)

354,000

11,689,080

Heijmans NV (Certificaten Van Aandelen) (d)(g)

1,237,505

16,464,500

VastNed Retail NV

352,538

16,300,714

TOTAL NETHERLANDS

79,047,374

Philippines - 0.5%

Jollibee Food Corp.

2,911,430

11,951,583

Portugal - 0.4%

Jeronimo Martins SGPS SA

490,900

9,071,330

South Africa - 1.7%

City Lodge Hotels Ltd.

248,156

3,264,498

Clicks Group Ltd.

3,802,193

23,690,915

Nampak Ltd.

3,805,070

12,584,069

TOTAL SOUTH AFRICA

39,539,482

Spain - 1.3%

Grifols SA

251,200

10,301,923

Prosegur Compania de Seguridad SA (Reg.)

3,282,186

19,518,980

TOTAL SPAIN

29,820,903

Sweden - 2.4%

Fagerhult AB

525,974

16,152,472

Intrum Justitia AB

1,464,303

38,979,987

TOTAL SWEDEN

55,132,459

Switzerland - 0.4%

Zehnder Group AG

194,093

9,144,736

Turkey - 1.8%

Albaraka Turk Katilim Bankasi A/S (a)

16,981,671

15,142,079

Coca-Cola Icecek A/S

926,910

26,582,641

TOTAL TURKEY

41,724,720

United Kingdom - 19.5%

Babcock International Group PLC

948,800

19,396,651

Bellway PLC

1,056,800

25,484,876

Berendsen PLC

1,072,609

16,690,865

Britvic PLC

1,925,612

19,297,039

Common Stocks - continued

Shares

Value

United Kingdom - continued

Dechra Pharmaceuticals PLC

1,628,170

$ 18,013,194

Derwent London PLC

336,590

13,513,798

Elementis PLC

4,914,382

20,416,355

Fenner PLC

1,419,285

9,102,726

Great Portland Estates PLC

2,684,300

24,661,958

H&T Group PLC

1,288,592

3,409,112

Hilton Food Group PLC

607,000

4,165,569

InterContinental Hotel Group PLC ADR

507,293

14,889,050

Johnson Matthey PLC

347,290

16,727,617

Meggitt PLC

2,621,434

24,063,362

Persimmon PLC

802,200

16,271,031

Rotork PLC

613,400

28,158,337

Serco Group PLC

2,527,232

22,570,552

Shaftesbury PLC

2,279,155

21,707,119

Spectris PLC

804,416

29,820,190

Spirax-Sarco Engineering PLC

720,000

33,686,793

Ted Baker PLC

393,949

10,782,399

Ultra Electronics Holdings PLC

759,510

23,552,220

Unite Group PLC

5,364,825

34,063,763

TOTAL UNITED KINGDOM

450,444,576

United States of America - 12.3%

ANSYS, Inc. (a)

74,815

6,542,572

Autoliv, Inc.

232,800

20,772,744

BPZ Energy, Inc. (a)(d)

2,192,211

4,406,344

Broadridge Financial Solutions, Inc.

261,895

9,208,228

Dril-Quip, Inc. (a)

159,705

18,752,561

Evercore Partners, Inc. Class A

337,200

17,018,484

Greenhill & Co., Inc.

221,505

11,363,207

Kansas City Southern

77,169

9,377,577

Kennedy-Wilson Holdings, Inc.

711,888

14,266,236

Martin Marietta Materials, Inc. (d)

162,280

15,918,045

Mohawk Industries, Inc. (a)

161,862

21,433,766

Oceaneering International, Inc.

178,867

15,361,098

PriceSmart, Inc.

408,289

46,459,205

ResMed, Inc. (d)

434,600

22,486,204

Common Stocks - continued

Shares

Value

United States of America - continued

Solera Holdings, Inc.

432,172

$ 24,296,710

SS&C Technologies Holdings, Inc. (a)

680,888

26,758,898

TOTAL UNITED STATES OF AMERICA

284,421,879

TOTAL COMMON STOCKS

(Cost $1,572,715,226)


2,219,769,567

Nonconvertible Preferred Stocks - 1.0%

 

 

 

 

Brazil - 0.4%

Banco ABC Brasil SA

1,046,879

6,444,273

Banco Pine SA

566,764

2,669,119

TOTAL BRAZIL

9,113,392

Germany - 0.6%

Sartorius AG (non-vtg.)

132,821

14,012,240

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $23,448,501)


23,125,632

Money Market Funds - 4.9%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)

68,690,571

68,690,571

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

43,450,278

43,450,278

TOTAL MONEY MARKET FUNDS

(Cost $112,140,849)


112,140,849

TOTAL INVESTMENT PORTFOLIO - 102.2%

(Cost $1,708,304,576)

2,355,036,048

NET OTHER ASSETS (LIABILITIES) - (2.2)%

(49,846,977)

NET ASSETS - 100%

$ 2,305,189,071

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 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 $164,245 or 0.0% of net assets.

(f) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(g) Affiliated company

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 110,640

Fidelity Securities Lending Cash Central Fund

1,028,689

Total

$ 1,139,329

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate

Value, beginning of period

Purchases

Sales
Proceeds

Dividend Income

Value,
end of
period

Boyner Buyuk Magazacilik A/S

$ 13,040,346

$ 333,602

$ 20,318,501

$ -

$ -

Heijmans NV (Certificaten Van Aandelen)

4,502,302

7,067,324

-

248,724

16,464,500

Total

$ 17,542,648

$ 7,400,926

$ 20,318,501

$ 248,724

$ 16,464,500

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

$ 416,976,170

$ 263,647,031

$ 140,114,722

$ 13,214,417

Consumer Staples

230,773,196

171,898,036

58,875,160

-

Energy

74,729,034

74,133,036

595,998

-

Financials

423,979,334

341,809,755

82,169,579

-

Health Care

138,890,327

121,140,197

17,750,130

-

Industrials

573,172,005

441,496,333

131,675,672

-

Information Technology

165,843,891

117,575,387

48,268,504

-

Materials

218,531,242

144,607,627

73,923,615

-

Money Market Funds

112,140,849

112,140,849

-

-

Total Investments in Securities:

$ 2,355,036,048

$ 1,788,448,251

$ 553,373,380

$ 13,214,417

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

$ 357,740,981

Level 2 to Level 1

$ 0

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Series International Small Cap Fund


Financial Statements

Statement of Assets and Liabilities

  

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $42,049,036) - See accompanying schedule:

Unaffiliated issuers (cost $1,584,386,456)

$ 2,226,430,699

 

Fidelity Central Funds (cost $112,140,849)

112,140,849

 

Other affiliated issuers (cost $11,777,271)

16,464,500

 

Total Investments (cost $1,708,304,576)

 

$ 2,355,036,048

Foreign currency held at value (cost $27)

27

Receivable for investments sold

6,010,671

Receivable for fund shares sold

1,032,993

Dividends receivable

4,884,298

Distributions receivable from Fidelity Central Funds

37,836

Prepaid expenses

7,148

Other receivables

24,562

Total assets

2,367,033,583

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 15,375,723

Delayed delivery

498,384

Payable for fund shares redeemed

413,159

Accrued management fee

1,761,753

Other affiliated payables

247,823

Other payables and accrued expenses

97,392

Collateral on securities loaned, at value

43,450,278

Total liabilities

61,844,512

 

 

 

Net Assets

$ 2,305,189,071

Net Assets consist of:

 

Paid in capital

$ 1,578,088,565

Undistributed net investment income

22,673,543

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

57,709,897

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

646,717,066

Net Assets

$ 2,305,189,071

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

  

October 31, 2013

 

 

 

Series International Small Cap:
Net Asset Value
, offering price and redemption price
per share ($1,163,381,488 ÷ 73,861,999 shares)

$ 15.75

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($1,141,807,583 ÷ 72,290,078 shares)

$ 15.79

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Series International Small Cap Fund
Financial Statements - continued

Statement of Operations

  

Year ended October 31, 2013

 

  

  

Investment Income

  

  

Dividends (including $248,724 earned from other affiliated issuers)

 

$ 48,702,831

Interest

 

177

Income from Fidelity Central Funds

 

1,139,329

Income before foreign taxes withheld

 

49,842,337

Less foreign taxes withheld

 

(3,580,355)

Total income

 

46,261,982

 

 

 

Expenses

Management fee
Basic fee

$ 17,375,043

Performance adjustment

2,513,299

Transfer agent fees

1,964,643

Accounting and security lending fees

910,377

Custodian fees and expenses

325,589

Independent trustees' compensation

11,490

Audit

65,880

Legal

4,767

Miscellaneous

17,627

Total expenses before reductions

23,188,715

Expense reductions

(148,842)

23,039,873

Net investment income (loss)

23,222,109

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

83,785,293

Other affiliated issuers

10,001,843

 

Foreign currency transactions

(747,708)

Total net realized gain (loss)

 

93,039,428

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $960,122)

390,641,645

Assets and liabilities in foreign currencies

82,449

Total change in net unrealized appreciation (depreciation)

 

390,724,094

Net gain (loss)

483,763,522

Net increase (decrease) in net assets resulting from operations

$ 506,985,631

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)

$ 23,222,109

$ 22,876,168

Net realized gain (loss)

93,039,428

(16,909,242)

Change in net unrealized appreciation (depreciation)

390,724,094

197,365,351

Net increase (decrease) in net assets resulting
from operations

506,985,631

203,332,277

Distributions to shareholders from net investment income

(20,487,378)

(16,161,385)

Distributions to shareholders from net realized gain

(1,498,848)

(1,284,494)

Total distributions

(21,986,226)

(17,445,879)

Share transactions - net increase (decrease)

(56,862,699)

103,425,618

Total increase (decrease) in net assets

428,136,706

289,312,016

 

 

 

Net Assets

Beginning of period

1,877,052,365

1,587,740,349

End of period (including undistributed net investment income of $22,673,543 and undistributed net investment income of $19,938,812, respectively)

$ 2,305,189,071

$ 1,877,052,365

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Series International Small Cap

Years ended October 31,

2013

2012

2011

2010 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 12.44

$ 11.22

$ 11.40

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .15

  .15

  .17 G

  .06

Net realized and unrealized gain (loss)

  3.29

  1.19

  (.19)

  1.34

Total from investment operations

  3.44

  1.34

  (.02)

  1.40

Distributions from net investment income

  (.12)

  (.11)

  (.09)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.07)

  -

Total distributions

  (.13)

  (.12)

  (.16)

  -

Net asset value, end of period

$ 15.75

$ 12.44

$ 11.22

$ 11.40

Total Return B,C

  27.95%

  12.07%

  (.23)%

  14.00%

Ratios to Average Net Assets E,I

 

 

 

 

Expenses before reductions

  1.23%

  1.22%

  1.14%

  1.21% A

Expenses net of fee waivers, if any

  1.23%

  1.22%

  1.14%

  1.21% A

Expenses net of all reductions

  1.22%

  1.22%

  1.13%

  1.18% A

Net investment income (loss)

  1.05%

  1.27%

  1.47% G

  .68% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,163,381

$ 1,040,585

$ 1,107,242

$ 701,814

Portfolio turnover rate F

  29%

  25%

  22%

  21% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.00%.

H For the period December 3, 2009 (commencement of operations) to October 31, 2010.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Years ended October 31,

2013

2012

2011

2010 H

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 12.48

$ 11.26

$ 11.43

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .17

  .17

  .20 G

  .09

Net realized and unrealized gain (loss)

  3.30

  1.19

  (.20)

  1.34

Total from investment operations

  3.47

  1.36

  -

  1.43

Distributions from net investment income

  (.15)

  (.13)

  (.10)

  -

Distributions from net realized gain

  (.01)

  (.01)

  (.07)

  -

Total distributions

  (.16)

  (.14)

  (.17)

  -

Net asset value, end of period

$ 15.79

$ 12.48

$ 11.26

$ 11.43

Total Return B,C

  28.14%

  12.25%

  (.03)%

  14.30%

Ratios to Average Net Assets E,I

 

 

 

 

Expenses before reductions

  1.04%

  1.02%

  .93%

  .98% A

Expenses net of fee waivers, if any

  1.04%

  1.02%

  .93%

  .98% A

Expenses net of all reductions

  1.03%

  1.01%

  .92%

  .94% A

Net investment income (loss)

  1.24%

  1.47%

  1.68% G

  .92% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,141,808

$ 836,468

$ 480,498

$ 130,513

Portfolio turnover rate F

  29%

  25%

  22%

  21% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.21%.

H For the period December 3, 2009 (commencement of operations) to October 31, 2010.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Series International Value Fund


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Life of
fund
A

  Fidelity Series International Value Fund

25.78%

4.86%

  Class F

26.05%

5.09%

A From December 3, 2009.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Series International Value Fund, a class of the fund, on December 3, 2009, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI EAFE Value Index performed over the same period.

gsv663843

Annual Report

Fidelity Series International Value 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 Alex Zavratsky, Portfolio Manager of Fidelity® Series International Value Fund: For the year, the fund's Series International Value and Class F shares rose 25.78% and 26.05%, respectively, trailing the 27.95% gain of the benchmark MSCI® EAFE® Value Index. The fund performed relatively well through the first half of the reporting period when investors generally gravitated towards the high-quality, steady compounders I seek. However, performance took a turn during the second half - specifically in the third quarter - when investors became more bullish on the European recovery. Versus the index, it hurt to largely avoid Germany-based Daimler - the world's third-largest luxury automobile manufacturer. Daimler's stock rose 85% during the past year amid an improving economic environment in Europe. Daimler was not held at period end. By contrast, a non-index investment in Japan-based SoftBank was a winner. The Internet and telecom-services provider saw significant growth during the period. In June, SoftBank completed its protracted takeover of telecom giant Sprint, the U.S.'s third-largest mobile carrier, and sported two consecutive quarters of better-than-expected financial results in the second half of the period. Additionally, the firm stands to benefit from the planned initial public offering of Alibaba, China's - and the world's - biggest Internet retailer, which is about 37% owned by SoftBank.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Fidelity Series International Value Fund


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

gsv663757

United Kingdom 24.8%

 

gsv663759

Japan 18.9%

 

gsv663761

France 15.6%

 

gsv663763

Germany 9.0%

 

gsv663765

Australia 6.8%

 

gsv663767

Switzerland 5.7%

 

gsv663769

Netherlands 3.2%

 

gsv663771

Spain 3.1%

 

gsv663773

United States of America* 2.8%

 

gsv663775

Other 10.1%

 

gsv663855

* 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

gsv663757

United Kingdom 26.8%

 

gsv663759

Japan 19.4%

 

gsv663761

Germany 9.0%

 

gsv663763

Switzerland 8.7%

 

gsv663765

Australia 8.4%

 

gsv663767

France 7.9%

 

gsv663769

Singapore 3.3%

 

gsv663771

Spain 2.8%

 

gsv663773

Netherlands 2.4%

 

gsv663775

Other* 11.3%

 

gsv663867

* 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

98.0

98.6

Short-Term Investments and Net Other Assets (Liabilities)

2.0

1.4

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

HSBC Holdings PLC sponsored ADR (United Kingdom, Commercial Banks)

3.7

3.7

Total SA (France, Oil, Gas & Consumable Fuels)

3.6

0.0

Vodafone Group PLC sponsored ADR (United Kingdom, Wireless Telecommunication Services)

3.4

3.2

Sanofi SA (France, Pharmaceuticals)

3.4

3.7

Royal Dutch Shell PLC Class A sponsored ADR (United Kingdom, Oil, Gas & Consumable Fuels)

2.7

4.0

Australia & New Zealand Banking Group Ltd. (Australia, Commercial Banks)

2.3

2.4

Westpac Banking Corp. (Australia, Commercial Banks)

2.2

2.7

Sumitomo Mitsui Financial Group, Inc. (Japan, Commercial Banks)

2.2

2.5

BASF AG (Germany, Chemicals)

1.9

0.5

BNP Paribas SA (France, Commercial Banks)

1.9

1.7

 

27.3

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

31.5

35.1

Health Care

10.7

12.4

Consumer Discretionary

10.1

8.7

Telecommunication Services

10.1

8.7

Industrials

9.2

6.2

Materials

7.1

6.0

Energy

7.0

7.7

Consumer Staples

6.4

6.1

Information Technology

3.3

2.3

Utilities

2.6

5.4

Annual Report

Fidelity Series International Value Fund


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 96.5%

Shares

Value

Australia - 6.8%

Ansell Ltd.

2,739,980

$ 50,473,100

Australia & New Zealand Banking Group Ltd.

8,036,752

257,046,479

Telstra Corp. Ltd.

18,817,636

92,128,831

Transurban Group unit

8,142,809

54,642,849

Westfield Group unit

5,624,180

57,515,806

Westpac Banking Corp.

7,830,637

253,784,629

TOTAL AUSTRALIA

765,591,694

Bailiwick of Guernsey - 0.1%

Resolution Ltd.

2,464,700

14,124,091

Bailiwick of Jersey - 1.0%

Informa PLC

6,054,620

54,316,135

Wolseley PLC

1,072,045

57,772,799

TOTAL BAILIWICK OF JERSEY

112,088,934

Belgium - 1.2%

Anheuser-Busch InBev SA NV

429,700

44,544,307

KBC Groupe SA

939,574

51,219,620

UCB SA

668,034

43,918,062

TOTAL BELGIUM

139,681,989

Bermuda - 0.4%

Hongkong Land Holdings Ltd.

7,450,000

45,892,000

Denmark - 0.6%

A.P. Moller - Maersk A/S Series B

7,232

69,973,295

Finland - 1.4%

Nokia Corp. (a)

6,512,851

49,502,804

Sampo Oyj (A Shares)

2,312,667

109,555,424

TOTAL FINLAND

159,058,228

France - 15.6%

Arkema SA

627,223

71,211,798

Atos Origin SA (d)

888,119

75,823,444

BNP Paribas SA

2,913,736

215,767,061

Cap Gemini SA

954,505

62,790,191

Carrefour SA

2,316,919

84,873,597

GDF Suez

4,565,424

113,684,240

Havas SA

6,075,942

50,619,609

Kering SA

266,245

60,496,046

Renault SA

932,959

81,716,435

Sanofi SA

3,560,539

379,636,190

Schneider Electric SA

406,624

34,257,416

Common Stocks - continued

Shares

Value

France - continued

Total SA

6,677,185

$ 409,665,201

Vivendi SA

4,728,010

120,011,722

TOTAL FRANCE

1,760,552,950

Germany - 7.5%

Allianz SE

968,496

162,925,458

BASF AG

2,099,608

218,452,419

Bayer AG

1,060,546

131,813,603

Deutsche Post AG

3,034,602

102,696,755

Fresenius SE & Co. KGaA

479,700

62,350,163

HeidelbergCement Finance AG

791,038

62,358,289

Siemens AG

890,084

113,745,890

TOTAL GERMANY

854,342,577

Hong Kong - 0.9%

Hysan Development Co. Ltd.

12,103,000

56,588,901

Wing Hang Bank Ltd.

3,309,369

47,081,568

TOTAL HONG KONG

103,670,469

Italy - 0.2%

Unione di Banche Italiane ScpA

3,861,763

26,740,875

Japan - 18.9%

AEON Financial Service Co. Ltd. (d)

760,900

23,367,434

AEON Mall Co. Ltd.

1,144,700

32,510,588

Air Water, Inc.

2,272,500

32,483,739

Astellas Pharma, Inc.

1,006,700

56,119,883

Daikin Industries Ltd.

799,000

45,969,182

DENSO Corp.

881,200

42,357,890

Dentsu, Inc.

1,213,300

45,841,142

East Japan Railway Co.

558,500

48,517,284

Hoya Corp.

3,081,600

73,894,824

Isuzu Motors Ltd.

7,078,000

44,078,833

Itochu Corp.

5,680,000

68,297,158

Japan Exchange Group, Inc.

1,349,600

31,375,700

Japan Tobacco, Inc.

2,501,700

90,520,721

JFE Holdings, Inc.

2,268,600

51,575,914

JTEKT Corp.

3,531,600

45,339,652

Kansai Electric Power Co., Inc. (a)

3,503,100

44,338,811

KDDI Corp.

1,865,100

101,007,270

Leopalace21 Corp. (a)

2,705,100

18,780,180

Mitsubishi Electric Corp.

5,395,000

59,301,657

Common Stocks - continued

Shares

Value

Japan - continued

MS&AD Insurance Group Holdings, Inc.

2,492,300

$ 64,444,286

Nippon Telegraph & Telephone Corp.

1,606,400

83,501,208

Omron Corp.

1,256,400

47,945,762

ORIX Corp.

5,892,300

102,061,041

Santen Pharmaceutical Co. Ltd.

1,080,000

54,826,988

Seven & i Holdings Co., Ltd.

2,102,500

77,810,658

Seven Bank Ltd.

9,707,000

34,355,557

Shinsei Bank Ltd.

20,324,000

47,584,711

SoftBank Corp.

853,200

63,716,045

Sumitomo Corp.

4,698,900

61,148,224

Sumitomo Mitsui Financial Group, Inc.

5,147,100

248,789,677

Sumitomo Mitsui Trust Holdings, Inc.

16,471,000

81,351,729

Tokyo Tatemono Co. Ltd.

4,053,000

38,049,591

Toyota Motor Corp.

1,957,200

126,901,305

USS Co. Ltd.

3,078,200

45,078,689

TOTAL JAPAN

2,133,243,333

Netherlands - 3.2%

AEGON NV

4,444,601

35,365,172

ING Groep NV (Certificaten Van Aandelen) (a)

6,040,034

76,755,100

Koninklijke Philips Electronics NV

3,432,226

121,297,386

Royal DSM NV

965,258

73,117,205

Unilever NV (Certificaten Van Aandelen) (Bearer)

1,374,269

54,483,552

TOTAL NETHERLANDS

361,018,415

Norway - 1.1%

Telenor ASA

4,966,853

119,310,266

Singapore - 1.7%

Singapore Telecommunications Ltd.

34,892,000

106,175,946

United Overseas Bank Ltd.

5,190,491

87,079,241

TOTAL SINGAPORE

193,255,187

Spain - 3.1%

Amadeus IT Holding SA Class A

1,470,974

54,623,829

Banco Bilbao Vizcaya Argentaria SA sponsored ADR (d)

14,753,805

172,324,442

International Consolidated Airlines Group SA CDI (a)

7,477,700

41,712,320

Repsol YPF SA

2,970,337

79,772,247

TOTAL SPAIN

348,432,838

Common Stocks - continued

Shares

Value

Sweden - 1.5%

Svenska Cellulosa AB (SCA) (B Shares)

2,085,412

$ 59,214,946

Svenska Handelsbanken AB (A Shares)

2,374,763

107,596,456

TOTAL SWEDEN

166,811,402

Switzerland - 5.7%

Novartis AG

2,776,021

215,481,924

Roche Holding AG (participation certificate)

321,765

89,080,694

Swiss Re Ltd.

1,484,050

130,356,296

Syngenta AG (Switzerland)

192,799

77,816,895

UBS AG (NY Shares)

6,753,271

130,743,327

TOTAL SWITZERLAND

643,479,136

United Kingdom - 24.8%

Barclays PLC

41,411,364

174,236,903

BHP Billiton PLC

6,040,433

186,398,690

British American Tobacco PLC (United Kingdom)

1,378,300

76,043,960

BT Group PLC

10,912,595

66,028,115

Bunzl PLC

3,347,718

73,913,657

Compass Group PLC

5,760,900

82,856,133

GlaxoSmithKline PLC sponsored ADR

1,077,710

56,719,877

HSBC Holdings PLC sponsored ADR (d)

7,634,501

420,202,930

Imperial Tobacco Group PLC

3,165,610

118,213,963

ITV PLC

26,568,285

81,322,614

Kingfisher PLC

13,051,905

79,001,028

Legal & General Group PLC

35,389,646

122,736,750

National Grid PLC

10,993,151

138,148,288

Next PLC

690,200

60,258,001

Prudential PLC

5,154,955

105,422,770

Reed Elsevier PLC

6,389,091

89,534,907

Rolls-Royce Group PLC

2,391,900

44,104,483

Royal Dutch Shell PLC Class A sponsored ADR

4,506,501

300,403,357

Taylor Wimpey PLC

23,224,385

41,036,253

Tesco PLC

18,676,189

109,061,152

Vodafone Group PLC sponsored ADR

10,366,472

381,693,499

TOTAL UNITED KINGDOM

2,807,337,330

Common Stocks - continued

Shares

Value

United States of America - 0.8%

AbbVie, Inc.

1,316,660

$ 63,792,177

Cabot Corp.

654,155

30,490,165

TOTAL UNITED STATES OF AMERICA

94,282,342

TOTAL COMMON STOCKS

(Cost $9,132,988,926)


10,918,887,351

Nonconvertible Preferred Stocks - 1.5%

 

 

 

 

Germany - 1.5%

Volkswagen AG
(Cost $134,683,127)

657,440


167,102,051

Money Market Funds - 4.7%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)

301,766,952

301,766,952

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

226,982,734

226,982,734

TOTAL MONEY MARKET FUNDS

(Cost $528,749,686)


528,749,686

TOTAL INVESTMENT PORTFOLIO - 102.7%

(Cost $9,796,421,739)

11,614,739,088

NET OTHER ASSETS (LIABILITIES) - (2.7)%

(303,165,765)

NET ASSETS - 100%

$ 11,311,573,323

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

$ 135,726

Fidelity Securities Lending Cash Central Fund

10,120,143

Total

$ 10,255,869

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

$ 1,152,517,071

$ 848,259,212

$ 304,257,859

$ -

Consumer Staples

714,766,856

371,363,658

343,403,198

-

Energy

789,840,805

380,175,604

409,665,201

-

Financials

3,583,731,793

2,469,281,354

1,114,450,439

-

Health Care

1,204,212,661

498,147,676

706,064,985

-

Industrials

1,042,690,007

479,073,574

563,616,433

-

Information Technology

364,580,854

193,237,464

171,343,390

-

Materials

803,905,114

455,629,876

348,275,238

-

Telecommunication Services

1,133,572,902

819,320,264

314,252,638

-

Utilities

296,171,339

113,684,240

182,487,099

-

Money Market Funds

528,749,686

528,749,686

-

-

Total Investments in Securities:

$ 11,614,739,088

$ 7,156,922,608

$ 4,457,816,480

$ -

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

$ 765,164,398

Level 2 to Level 1

$ 0

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Series International Value Fund


Financial Statements

Statement of Assets and Liabilities

  

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $221,537,181) - See accompanying schedule:

Unaffiliated issuers (cost $9,267,672,053)

$ 11,085,989,402

 

Fidelity Central Funds (cost $528,749,686)

528,749,686

 

Total Investments (cost $9,796,421,739)

 

$ 11,614,739,088

Cash

 

998,350

Foreign currency held at value (cost $30)

30

Receivable for investments sold

51,949,260

Receivable for fund shares sold

63,338,426

Dividends receivable

37,092,079

Distributions receivable from Fidelity Central Funds

49,427

Prepaid expenses

34,920

Other receivables

574,900

Total assets

11,768,776,480

 

 

 

Liabilities

Payable for investments purchased

$ 222,241,821

Payable for fund shares redeemed

1,159,053

Accrued management fee

5,653,060

Other affiliated payables

954,331

Other payables and accrued expenses

212,158

Collateral on securities loaned, at value

226,982,734

Total liabilities

457,203,157

 

 

 

Net Assets

$ 11,311,573,323

Net Assets consist of:

 

Paid in capital

$ 9,327,349,081

Undistributed net investment income

245,251,345

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(79,359,473)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

1,818,332,370

Net Assets

$ 11,311,573,323

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

  

October 31, 2013

 

 

 

Series International Value:
Net Asset Value
, offering price and redemption price
per share ($5,710,397,209 ÷ 512,560,043 shares)

$ 11.14

 

 

 

Class F:
Net Asset Value
, offering price and redemption price per share ($5,601,176,114 ÷ 501,190,195 shares)

$ 11.18

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Series International Value Fund
Financial Statements - continued

Statement of Operations

  

Year ended October 31, 2013

 

  

  

Investment Income

  

  

Dividends

 

$ 355,489,975

Interest

 

2,014

Income from Fidelity Central Funds

 

10,255,869

Income before foreign taxes withheld

 

365,747,858

Less foreign taxes withheld

 

(22,257,054)

Total income

 

343,490,804

 

 

 

Expenses

Management fee
Basic fee

$ 70,433,562

Performance adjustment

(3,937,564)

Transfer agent fees

9,645,681

Accounting and security lending fees

1,819,849

Custodian fees and expenses

984,114

Independent trustees' compensation

56,634

Audit

74,807

Legal

23,533

Interest

2,304

Miscellaneous

87,127

Total expenses before reductions

79,190,047

Expense reductions

(2,630,141)

76,559,906

Net investment income (loss)

266,930,898

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

868,090,560

Foreign currency transactions

(4,289,247)

Total net realized gain (loss)

 

863,801,313

Change in net unrealized appreciation (depreciation) on:

Investment securities

1,177,646,283

Assets and liabilities in foreign currencies

581,195

Total change in net unrealized appreciation (depreciation)

 

1,178,227,478

Net gain (loss)

2,042,028,791

Net increase (decrease) in net assets resulting from operations

$ 2,308,959,689

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)

$ 266,930,898

$ 273,702,376

Net realized gain (loss)

863,801,313

88,283,539

Change in net unrealized appreciation (depreciation)

1,178,227,478

445,133,181

Net increase (decrease) in net assets resulting
from operations

2,308,959,689

807,119,096

Distributions to shareholders from net investment income

(264,134,724)

(180,442,293)

Distributions to shareholders from net realized gain

(56,993,210)

-

Total distributions

(321,127,934)

(180,442,293)

Share transactions - net increase (decrease)

101,473,805

2,136,137,238

Total increase (decrease) in net assets

2,089,305,560

2,762,814,041

 

 

 

Net Assets

Beginning of period

9,222,267,763

6,459,453,722

End of period (including undistributed net investment income of $245,251,345 and undistributed net investment income of $242,455,171, respectively)

$ 11,311,573,323

$ 9,222,267,763

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Series International Value

Years ended October 31,

2013

2012

2011

2010 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 9.16

$ 8.59

$ 9.91

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .26

  .29

  .30

  .18

Net realized and unrealized gain (loss)

  2.03

  .50

  (1.45)

  (.27)

Total from investment operations

  2.29

  .79

  (1.15)

  (.09)

Distributions from net investment income

  (.26)

  (.22)

  (.13)

  -

Distributions from net realized gain

  (.06)

  -

  (.04)

  -

Total distributions

  (.31) I

  (.22)

  (.17)

  -

Net asset value, end of period

$ 11.14

$ 9.16

$ 8.59

$ 9.91

Total Return B, C

  25.78%

  9.56%

  (11.84)%

  (.90)%

Ratios to Average Net Assets E, H

 

 

 

 

Expenses before reductions

  .88%

  .90%

  .95%

  1.01% A

Expenses net of fee waivers, if any

  .88%

  .90%

  .95%

  1.01% A

Expenses net of all reductions

  .85%

  .87%

  .93%

  .99% A

Net investment income (loss)

  2.58%

  3.35%

  3.05%

  2.24% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,710,397

$ 5,107,633

$ 4,503,487

$ 3,865,058

Portfolio turnover rate F

  80%

  63%

  78%

  72% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period December 3, 2009 (commencement of operations) to October 31, 2010.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Total distributions of $.31 per share is comprised of distributions from net investment income of $.256 and distributions from net realized gain of $.057 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class F

Years ended October 31,

2013

2012

2011

2010 G

Selected Per-Share Data

 

 

 

 

Net asset value, beginning of period

$ 9.19

$ 8.62

$ 9.93

$ 10.00

Income from Investment Operations

 

 

 

 

Net investment income (loss) D

  .28

  .30

  .31

  .20

Net realized and unrealized gain (loss)

  2.04

  .51

  (1.44)

  (.27)

Total from investment operations

  2.32

  .81

  (1.13)

  (.07)

Distributions from net investment income

  (.27)

  (.24)

  (.14)

  -

Distributions from net realized gain

  (.06)

  -

  (.04)

  -

Total distributions

  (.33)

  (.24)

  (.18)

  -

Net asset value, end of period

$ 11.18

$ 9.19

$ 8.62

$ 9.93

Total Return B, C

  26.05%

  9.77%

  (11.61)%

  (.70)%

Ratios to Average Net Assets E, H

 

 

 

 

Expenses before reductions

  .69%

  .70%

  .74%

  .78% A

Expenses net of fee waivers, if any

  .69%

  .70%

  .74%

  .78% A

Expenses net of all reductions

  .67%

  .67%

  .72%

  .75% A

Net investment income (loss)

  2.76%

  3.55%

  3.26%

  2.47% A

Supplemental Data

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,601,176

$ 4,114,635

$ 1,955,967

$ 730,524

Portfolio turnover rate F

  80%

  63%

  78%

  72% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period December 3, 2009 (commencement of operations) to October 31, 2010.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity Series Emerging Markets Fund, Fidelity Series International Growth Fund, Fidelity Series International Small Cap Fund and Fidelity Series International Value Fund (the Funds) are funds of Fidelity Investment Trust (the Trust). The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Each Fund is authorized to issue an unlimited number of shares. Shares of the Funds are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager. Fidelity Series Emerging Markets Fund offers Series Emerging Markets shares and Class F shares. Fidelity Series International Growth Fund offers Series International Growth shares and Class F shares. Fidelity Series International Small Cap Fund offers Series International Small Cap shares and Class F shares. Fidelity Series International Value Fund offers Series International Value shares and Class F shares. All classes have equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. The Funds' investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

The Funds invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by FMR and its affiliates. The Funds' Schedules of Investments list each of the Fidelity Central Funds held as of period end, if any, as an investment of each Fund, but do not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, each Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Funds' Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Funds:

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), each Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or 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 each Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

Each Fund categorizes the inputs to valuation techniques used to value their investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value each Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs),

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 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 each applicable Fund's Schedule of Investments.

Foreign Currency. The Funds may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange 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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Funds' investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Funds are informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Funds determine 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 each 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 each 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.

Income Tax Information and Distributions to Shareholders. Each year, each Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of October 31, 2013, each Fund did not have any unrecognized tax benefits in the financial statements; nor is each Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. Each Fund files a U.S. federal tax return, in addition to state and local tax

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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 each Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), market discount, partnerships, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows for each Fund:

 

Tax cost

Gross unrealized
appreciation

Gross unrealized
depreciation

Net unrealized
appreciation
(depreciation) on
securities and
other investments

Fidelity Series Emerging Markets Fund

$ 6,191,992,464

$ 1,222,465,081

$ (303,698,329)

$ 918,766,752

Fidelity Series International Growth Fund

8,576,465,274

2,856,187,392

(54,926,746)

2,801,260,646

Fidelity Series International Small Cap Fund

1,723,986,871

668,275,054

(37,225,877)

631,049,177

Fidelity Series International Value Fund

9,860,659,757

1,866,792,951

(112,713,620)

1,754,079,331

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows for each Fund:

 

Undistributed
ordinary income

Undistributed
long-term
capital gain

Capital loss
carryforward

Net unrealized
appreciation
(depreciation)

Fidelity Series Emerging Markets Fund

$ 70,981,850

$ -

$ (285,015,404)

$ 918,096,713

Fidelity Series International Growth Fund

94,753,598

45,103,094

 

-

2,801,449,319

Fidelity Series International Small Cap Fund

29,539,645

66,526,090

 

-

631,034,771

Fidelity Series International Value Fund

284,440,274

 

-

 

(54,310,384)

1,754,094,351

Capital loss carryforwards are only available to offset future capital gains of the Funds to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

 

2019

Total with
expiration

Fidelity Series International Value Fund

$ (54,310,384)

$ (54,310,384)

 

No expiration

 

 

 

 

Short-term

 

Long-term

Total no
expiration

Total capital loss
carryfoward

Fidelity Series Emerging Markets Fund

$ (285,015,404)

$ -

$ (285,015,404)

$ (285,015,404)

Fidelity Series International Value Fund

-

-

-

(54,310,384)

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

October 31, 2013

 

 

 

 

Ordinary Income

Long-term
Capital Gains

Total

Fidelity Series Emerging Markets Fund

$ 86,946,753

$ -

$ 86,946,753

Fidelity Series International Growth Fund

154,572,907

-

154,572,907

Fidelity Series International Small Cap Fund

21,986,226

-

21,986,226

Fidelity Series International Value Fund

321,127,934

-

321,127,934

October 31, 2012

 

 

 

 

Ordinary Income

Long-term
Capital Gains

Total

Fidelity Series Emerging Markets Fund

$ 37,299,957

$ 152,630,224

$ 189,930,181

Fidelity Series International Growth Fund

91,195,077

-

91,195,077

Fidelity Series International Small Cap Fund

17,445,879

-

17,445,879

Fidelity Series International Value Fund

180,442,293

-

180,442,293

Delayed Delivery Transactions and When-Issued Securities. During the period, the Funds transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in each applicable Fund's Schedule of Investments. With respect to purchase commitments, each applicable Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Restricted Securities. The Funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of each applicable Fund's Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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 Funds' investment objective allows the Funds 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 Funds used derivatives to increase returns, to gain exposure to certain types of assets and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Funds may not achieve their objectives.

The Funds' use of derivatives increased or decreased their 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 Funds are also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Funds 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 Funds. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the applicable Funds, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period as presented in the Statement of Operations.

Primary Risk Exposure / Derivative Type

Net Realized
Gain (Loss)

Change in
Net Unrealized Appreciation
(Depreciation)

Fidelity Series Emerging Markets Fund

 

 

Equity Risk

 

 

Futures Contracts (a)

$ (4,623,626)

$ (251,067)

Fidelity Series International Growth Fund

 

 

Equity Risk

 

 

Futures Contracts (a)

$ (14,920,138)

$ -

(a) A summary of the value of derivatives by primary risk exposure as of period end, if any, is included at the end of the Schedule of Investments and is representative of activity for the period.

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 Funds used futures contracts to manage their exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent 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. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is included in the Statement of Operations.

Annual Report

Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

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.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, are noted in the table below.

 

Purchases ($)

Sales ($)

Fidelity Series Emerging Markets Fund

5,541,843,012

4,699,585,798

Fidelity Series International Growth Fund

4,154,771,681

3,995,060,275

Fidelity Series International Small Cap Fund

568,439,276

568,627,391

Fidelity Series International Value Fund

7,872,287,660

7,938,246,098

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Funds with investment management related services for which the Funds pay a monthly management fee. The management fee is the sum of an individual fund fee rate and an annualized group fee rate. The individual fund fee rate is applied to each Fund's average net assets. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR, 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 for Fidelity Series International Growth Fund, Fidelity Series International Small Cap Fund and Fidelity Series International Value Fund is subject to a performance adjustment (up to a maximum ± .20% of each applicable Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on each applicable Fund's relative investment performance of the asset-weighted return of all classes as compared to an appropriate benchmark index over the same 36 month performance period. For the reporting period, each Fund's annual management fee rate expressed as a percentage of each Fund's average net assets,

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

including the performance adjustment, if applicable was as follows. 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 asset for the reporting and performance periods.

 

Individual Rate

Group Rate

Total

Fidelity Series Emerging Markets Fund

.55%

.25%

.80%

Fidelity Series International Growth Fund

.45%

.25%

.82%

Fidelity Series International Small Cap Fund

.60%

.25%

.98%

Fidelity Series International Value Fund

.45%

.25%

.66%

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Funds. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of each Fund except for Class F. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

Fidelity Series Emerging Markets Fund

Amount

% of
Average
Net Assets

Series Emerging Markets

$ 5,917,293

.19

Fidelity Series International Growth Fund

 

 

Series International Growth

$ 9,561,788

.19

Fidelity Series International Small Cap Fund

 

 

Series International Small Cap

$ 1,964,643

.19

Fidelity Series International Value Fund

 

 

Series International Value

$ 9,645,681

.19

Accounting and Security Lending Fees. FSC maintains each Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. Certain Funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized

Annual Report

Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions - continued

appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were as follows:

 

Amount

Fidelity Series Emerging Markets Fund

$ 31,619

Fidelity Series International Growth Fund

12,346

Fidelity Series International Small Cap Fund

1,963

Fidelity Series International Value Fund

4,957

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Funds, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. Each applicable fund's activity in this program during the period for which loans were outstanding was as follows:

 

Borrower or
Lender

Average Loan
Balance

Weighted
Average
Interest Rate

Interest Expense

Fidelity Series International Growth Fund

Borrower

$ 35,997,400

.38%

$ 1,909

Fidelity Series International Value Fund

Borrower

$ 23,125,455

.33%

$ 2,304

Other. During the period, FMR reimbursed Fidelity Series Emerging Markets Fund and Fidelity Series International Small Cap Fund for certain losses in the amount of $5,002 and $1,469, respectively.

7. Committed Line of Credit.

Certain Funds participate with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The participating funds have agreed to pay commitment fees on their pro-rata portion of the line of credit, which are reflected in Miscellaneous expenses on the Statement of Operations, and are as follows:

Annual Report

7. Committed Line of Credit - continued

Fidelity Series Emerging Markets Fund

$ 13,144

Fidelity Series International Growth Fund

21,193

Fidelity Series International Small Cap Fund

4,336

Fidelity Series International Value Fund

21,377

During the period, there were no borrowings on this line of credit.

8. Security Lending.

Certain Funds lend portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Funds. On the settlement date of the loan, each applicable Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Funds and any additional required collateral is delivered to the Funds on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Funds may apply collateral received from the borrower against the obligation. The Funds 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 each applicable Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented on each applicable Fund's Statement of Operations as a component of income from Fidelity Central Funds. Security lending activity as of and during the period was as follows:

 

Total Security
Lending Income

Security Lending
Income From
Securities Loaned
to FCM

Value of
Securities
Loaned to FCM
at Period End

Fidelity Series Emerging Markets Fund

$ 437,947

$ 3,840

$ -

Fidelity Series International Growth Fund

$ 5,969,221

$ 20,130

$ 2,488,694

Fidelity Series International Small Cap Fund

$ 1,028,689

$ 18,434

$ 3,264,794

Fidelity Series International Value Fund

$ 10,120,143

$ 440

$ -

Annual Report

Notes to Financial Statements - continued

9. Expense Reductions.

Commissions paid to certain brokers with whom FMR, or its affiliates, places trades on behalf of Certain Funds include an amount in addition to trade execution, which may be rebated back to the Funds to offset certain expenses. In addition, through arrangements with each applicable Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. All of the applicable expense reductions are noted in the table below.

 

Brokerage
Service
reduction

Custody
expense
reduction

 

 

 

Fidelity Series Emerging Markets Fund

$ 1,668,355

$ 70

Fidelity Series International Growth Fund

1,296,863

-

Fidelity Series International Small Cap Fund

148,819

23

Fidelity Series International Value Fund

2,630,141

-

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012

Fidelity Series Emerging Markets Fund

 

 

From net investment income

 

 

Series Emerging Markets

$ 42,756,925

$ 19,056,860

Class F

41,009,060

12,443,149

Total

$ 83,765,985

$ 31,500,009

From net realized gain

 

 

Series Emerging Markets

$ 1,733,389

$ 106,349,572

Class F

1,447,379

52,080,600

Total

$ 3,180,768

$ 158,430,172

Fidelity Series International Growth Fund

 

 

From net investment income

 

 

Series International Growth

$ 79,982,034

$ 54,043,921

Class F

74,590,873

32,249,072

Total

$ 154,572,907

$ 86,292,993

From net realized gain

 

 

Series International Growth

$ -

$ 3,289,630

Class F

-

1,612,454

Total

$ -

$ 4,902,084

Fidelity Series International Small Cap Fund

 

 

From net investment income

 

 

Series International Small Cap

$ 10,164,093

$ 10,151,789

Class F

10,323,285

6,009,596

Total

$ 20,487,378

$ 16,161,385

Annual Report

10. Distributions to Shareholders - continued

Years ended October 31,

2013

2012

From net realized gain

 

 

Series International Small Cap

$ 819,685

$ 861,944

Class F

679,163

422,550

Total

$ 1,498,848

$ 1,284,494

Fidelity Series International Value Fund

 

 

From net investment income

 

 

Series International Value

$ 139,841,918

$ 118,015,488

Class F

124,292,806

62,426,805

Total

$ 264,134,724

$ 180,442,293

From net realized gain

 

 

Series International Value

$ 31,136,677

$ -

Class F

25,856,533

-

Total

$ 56,993,210

$ -

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Fidelity Series Emerging
Markets Fund

 

 

 

Series Emerging Markets

 

 

 

Shares sold

38,959,533

31,451,952

$ 645,995,579

$ 484,451,657

Reinvestment of distributions

2,717,796

8,531,050

44,490,314

125,406,431

Shares redeemed

(31,216,858)

(54,815,665)

(524,357,869)

(853,291,218)

Net increase (decrease)

10,460,471

(14,832,663)

$ 166,128,024

$ (243,433,130)

Class F

 

 

 

 

Shares sold

48,367,901

67,812,678

$ 813,845,994

$ 1,052,327,163

Reinvestment of distributions

2,590,387

4,383,407

42,456,439

64,523,749

Shares redeemed

(10,556,755)

(5,795,660)

(179,653,412)

(91,577,596)

Net increase (decrease)

40,401,533

66,400,425

$ 676,649,021

$ 1,025,273,316

Fidelity Series
International Growth Fund

 

 

 

Series International Growth

 

 

 

Shares sold

39,398,443

74,889,920

$ 510,170,838

$ 802,763,519

Reinvestment of distributions

6,859,523

5,615,431

79,982,034

57,333,551

Shares redeemed

(78,355,276)

(118,422,240)

(971,293,070)

(1,274,656,413)

Net increase (decrease)

(32,097,310)

(37,916,889)

$ (381,140,198)

$ (414,559,343)

Annual Report

Notes to Financial Statements - continued

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Class F

 

 

 

 

Shares sold

72,396,842

152,782,939

$ 918,440,640

$ 1,648,033,706

Reinvestment of distributions

6,386,205

3,310,022

74,590,873

33,861,526

Shares redeemed

(33,723,110)

(10,402,417)

(422,112,675)

(113,389,155)

Net increase (decrease)

45,059,937

145,690,544

$ 570,918,838

$ 1,568,506,077

Fidelity Series International
Small Cap Fund

 

 

Series International Small Cap

 

 

 

Shares sold

5,971,087

10,958,013

$ 84,453,632

$ 125,024,787

Reinvestment of distributions

869,658

1,029,321

10,983,778

11,013,733

Shares redeemed

(16,651,980)

(26,995,589)

(224,499,941)

(307,921,860)

Net increase (decrease)

(9,811,235)

(15,008,255)

$ (129,062,531)

$ (171,883,340)

Class F

 

 

 

 

Shares sold

12,254,974

28,473,754

$ 168,713,546

$ 323,989,745

Reinvestment of distributions

869,759

600,014

11,002,448

6,432,146

Shares redeemed

(7,885,777)

(4,713,797)

(107,516,162)

(55,112,933)

Net increase (decrease)

5,238,956

24,359,971

$ 72,199,832

$ 275,308,958

Fidelity Series International
Value Fund

 

 

Series International Value

 

 

 

Shares sold

47,159,267

161,153,053

$ 484,088,995

$ 1,352,278,473

Reinvestment of distributions

18,706,630

14,462,682

170,978,595

118,015,488

Shares redeemed

(110,968,953)

(141,961,766)

(1,082,752,825)

(1,195,927,164)

Net increase (decrease)

(45,103,056)

33,653,969

$ (427,685,235)

$ 274,366,797

Class F

 

 

 

 

Shares sold

89,535,804

225,653,958

$ 896,793,608

$ 1,901,915,436

Reinvestment of distributions

16,409,764

7,640,980

150,149,339

62,426,805

Shares redeemed

(52,596,433)

(12,312,893)

(517,783,907)

(102,571,800)

Net increase (decrease)

53,349,135

220,982,045

$ 529,159,040

$ 1,861,770,441

12. Other.

The Funds' organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Funds. In the normal course of business, the Funds may also enter into contracts that provide general indemnifications. The Funds' maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Funds. The risk of material loss from such claims is considered remote.

At the end of the period, mutual funds managed by FMR or an FMR affiliate were the owners of record of all of the outstanding shares of the Funds.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity Series Emerging Markets Fund, Fidelity Series International Small Cap Fund and Fidelity Series International Value Fund:

We have audited the accompanying statements of assets and liabilities of Fidelity Series Emerging Markets Fund, Fidelity Series International Small Cap Fund and Fidelity Series International Value Fund (funds of Fidelity Investment Trust), including the schedules of investments, as of October 31, 2013, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 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 Series Emerging Markets Fund, Fidelity Series International Small Cap Fund and Fidelity Series International Value Fund as of October 31, 2013, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 16, 2013

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity Series International Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statement of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Series International Growth Fund (a fund of Fidelity Investment Trust) at October 31, 2013, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Series International Growth Fund's management. Our responsibility is to express an opinion on these financial statements based on our audit. 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 16, 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.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing each fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the funds, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the funds. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The funds' Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the funds' Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the funds' activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the funds' business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the funds are carried out by or through FMR, its affiliates and other service providers, the funds' exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the funds' activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the funds' Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the funds' Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Funds' Trustees."

Annual Report

The funds' Statements of Additional Information (SAIs) include more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544 for Fidelity Series Emerging Markets Fund, Fidelity Series International Growth Fund, Fidelity Series International Small Cap Fund, and Fidelity Series International Value Fund or 1-800-835-5092 for Class F.

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:

Fund

Pay Date

Record Date

Dividends

Capital Gains

Series Emerging Markets Fund

12/09/13

12/06/13

$0.166

$0.006

Class F

12/09/13

12/06/13

$0.192

$0.006

Series International Growth Fund

12/09/13

12/06/13

$0.097

$0.050

Class F

12/09/13

12/06/13

$0.117

$0.050

Series International Small Cap Fund

12/09/13

12/06/13

$0.126

$0.441

Class F

12/09/13

12/06/13

$0.145

$0.441

Series International Value Fund

12/09/13

12/06/13

$0.237

$0.036

Class F

12/09/13

12/06/13

$0.254

$0.036

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.

Fund

 

Series International Growth Fund

$45,103,094

Series International Small Cap Fund

$66,526,090

A percentage of the dividends distributed during the fiscal year for the following funds qualifies for the dividends-received deduction for corporate shareholders.

Fund

December 07, 2012

Series Emerging Markets Fund

0%

Class F

0%

Series International Growth Fund

12%

Class F

10%

Series International Small Cap Fund

8%

Class F

7%

Series International Value Fund

0%

Class F

0%

Annual Report

A percentage of the dividends distributed during the fiscal year for the following funds may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

Fund

December 07, 2012

Series Emerging Markets Fund

100%

Class F

98%

Series International Growth Fund

100%

Class F

100%

Series International Small Cap Fund

100%

Class F

100%

Series International Value Fund

63%

Class F

59%

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

Fund

Pay Date

Income

Taxes

Series Emerging Markets Fund

12/10/12

$0.197

$0.0379

Class F

12/10/12

$0.221

$0.0379

Series International Growth Fund

12/10/12

$0.101

$0.0108

Class F

12/10/12

$0.112

$0.0108

Series International Small Cap Fund

12/10/12

$0.110

$0.0133

Class F

12/10/12

$0.131

$0.0133

Series International Value Fund

12/10/12

$0.206

$0.0080

Class F

12/10/12

$0.217

$0.0080

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 Series Emerging Markets Fund
Fidelity Series International Growth Fund
Fidelity Series International Small Cap Fund
Fidelity Series International Value Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for each fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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 a sleeve of Fidelity Series Emerging Markets Fund in July 2010 and for a sleeve of Fidelity Series International Value Fund in September 2011.

Annual Report

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- and three-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. For each fund (except Fidelity Series Emerging Markets Fund), 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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Series Emerging Markets Fund

gsv663869

Fidelity Series International Growth Fund

gsv663871

Annual Report

Fidelity Series International Small Cap Fund

gsv663873

Fidelity Series International Value Fund

gsv663875

The Board also considered that each of Fidelity Series International Growth Fund's, Fidelity Series International Small Cap Fund's, and Fidelity Series International Value 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the nature, extent, and quality of services provided to 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 (or shorter) periods shown in the charts below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." For Fidelity Series International Small Cap Fund, the Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment (if applicable), 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 19% would mean that 81% of the funds in the Total Mapped Group had higher management fees than a fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to 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 (if applicable), is also included in the charts and considered by the Board.

Annual Report

Fidelity Series Emerging Markets Fund

gsv663877

Fidelity Series International Growth Fund

gsv663879

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Series International Small Cap Fund

gsv663881

Fidelity Series International Value Fund

gsv663883

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 Series International Growth Fund's and Fidelity Series International Small Cap Fund's positive performance adjustment and Fidelity Series International Value Fund's negative performance adjustment on the fund's management fee ranking.

Annual Report

Based on its review, the Board concluded that each fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of the total expense ratio of each class of each fund, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of each fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of each fund compared to competitive fund median expenses. Each class of each fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class of each fund ranked below its competitive median for 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 each fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing each fund and 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of 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.

The Board recognized that each fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board also considered that although each fund is offered only to other funds advised by FMR or an affiliate, it continues to incur investment management expenses. The Board further noted that each fund may continue to realize benefits from the group fee structure, even though assets may not be expected to grow significantly at the fund level. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that each fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

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

Custodians

The Northern Trust Company

Chicago, IL

Fidelity Series Emerging Markets Fund

State Street Bank and Trust Company

Quincy, MA

Fidelity Series International Growth Fund, Fidelity Series International Small Cap Fund, Fidelity Series International Value Fund

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

GSV-S-ANN-1213
1.907943.103

Fidelity®
Global Commodity Stock
Fund

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 1-800-544-8544 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.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Life of
fund
A

  Fidelity® Global Commodity Stock Fund

-1.75%

8.86%

A From March 25, 2009

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Global Commodity Stock Fund, a class of the fund, on March 25, 2009, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® ACWI® (All Country World Index) Index performed over the same period.

gcs841040

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 S. Joseph Wickwire II, Portfolio Manager of Fidelity® Global Commodity Stock Fund: For the year, the fund's Retail Class shares returned -1.75%, lagging the broad market MSCI ACWI index and the MSCI® ACWI® (All Country World Index) Commodity Producers Sector Capped Index, which returned 0.57%. Relative to the sector benchmark, the fund was hurt by a sizable overweighting in gold stocks. The market was unfavorable to gold and gold stocks for much of the period, as the price of the precious metal price fell by 23% by period end. The gold stocks owned by the fund were hit particularly hard, including Barrick Gold, the fund's largest individual detractor. Conversely, positioning in fertilizers & agricultural chemicals helped, due in part to good timing with potash-related fertilizing companies such as Potash Corporation of Saskatchewan, along with underweightings in K&S, and Uralkali, both of which I sold from the fund by period end. Overweighting oil & gas exploration & production also contributed, with investments in Petrominerales, Anadarko Petroleum and a non-index stake in C&C Energia among the fund's top relative performers. I sold Petrominerales and C&C Energia by period end to take profits, but remained overweighted in Anadarko.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 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.

Annual Report

 

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

1.33%

 

 

 

Actual

 

$ 1,000.00

$ 1,036.60

$ 6.83

HypotheticalA

 

$ 1,000.00

$ 1,018.50

$ 6.77

Class T

1.59%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.20

$ 8.16

HypotheticalA

 

$ 1,000.00

$ 1,017.19

$ 8.08

Class B

2.08%

 

 

 

Actual

 

$ 1,000.00

$ 1,032.40

$ 10.66

HypotheticalA

 

$ 1,000.00

$ 1,014.72

$ 10.56

Class C

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 1,032.50

$ 10.71

HypotheticalA

 

$ 1,000.00

$ 1,014.67

$ 10.61

Global Commodity Stock

1.08%

 

 

 

Actual

 

$ 1,000.00

$ 1,037.10

$ 5.55

HypotheticalA

 

$ 1,000.00

$ 1,019.76

$ 5.50

Institutional Class

1.02%

 

 

 

Actual

 

$ 1,000.00

$ 1,037.90

$ 5.24

HypotheticalA

 

$ 1,000.00

$ 1,020.06

$ 5.19

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


Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Monsanto Co.

6.3

6.4

BHP Billiton PLC

5.3

5.2

Syngenta AG (Switzerland)

4.4

4.4

Potash Corp. of Saskatchewan, Inc.

3.4

1.6

Peabody Energy Corp.

3.3

3.0

Rio Tinto PLC

3.3

3.1

Chevron Corp.

3.3

0.4

Bunge Ltd.

3.1

2.0

Archer Daniels Midland Co.

3.1

2.5

International Paper Co.

2.5

2.2

 

38.0

Top Industries (% of fund's net assets)

As of October 31, 2013

gcs841042

Energy 33.6%

 

gcs841044

Agriculture 32.5%

 

gcs841046

Metals 30.9%

 

gcs841048

Other 2.5%

 

gcs841050

Short-Term Investments and
Net Other Assets 0.5%

 

gcs841052

As of April 30, 2013

gcs841042

Metals 37.6%

 

gcs841044

Energy 35.7%

 

gcs841046

Agriculture 24.9%

 

gcs841048

Other 1.6%

 

gcs841050

Short-Term Investments and
Net Other Assets 0.2%

 

gcs841059

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 99.5%

Shares

Value

AEROSPACE & DEFENSE - 0.1%

Aerospace & Defense - 0.1%

Precision Castparts Corp.

500

$ 126,725

Rolls-Royce Group PLC

6,800

125,386

 

252,111

CHEMICALS - 22.2%

Commodity Chemicals - 0.2%

Axiall Corp.

16,400

637,796

Cabot Corp.

2,800

130,508

 

768,304

Diversified Chemicals - 0.3%

Eastman Chemical Co.

1,700

133,943

FMC Corp.

1,700

123,692

Huntsman Corp.

5,800

134,676

Lanxess AG

10,100

710,896

 

1,103,207

Fertilizers & Agricultural Chemicals - 21.7%

Agrium, Inc.

86,600

7,392,126

CF Industries Holdings, Inc.

29,872

6,440,403

China BlueChemical Ltd. (H Shares)

906,000

581,953

Intrepid Potash, Inc. (d)

99,700

1,480,545

Israel Chemicals Ltd.

202,400

1,674,876

Israel Corp. Ltd. (Class A) (a)

1,000

504,502

Monsanto Co.

248,400

26,052,190

Potash Corp. of Saskatchewan, Inc.

456,000

14,170,048

Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR (d)

102,300

2,824,503

Syngenta AG (Switzerland)

45,287

18,278,589

Taiwan Fertilizer Co. Ltd.

240,000

570,749

The Mosaic Co.

143,359

6,573,010

Yara International ASA

84,800

3,660,913

 

90,204,407

TOTAL CHEMICALS

92,075,918

CONSTRUCTION & ENGINEERING - 0.3%

Construction & Engineering - 0.3%

Boart Longyear Ltd. (d)

2,635,000

1,070,902

Chiyoda Corp.

11,000

139,494

 

1,210,396

Common Stocks - continued

Shares

Value

CONSTRUCTION MATERIALS - 0.1%

Construction Materials - 0.1%

Eagle Materials, Inc.

5,400

$ 405,054

Vulcan Materials Co.

3,400

182,070

 

587,124

CONTAINERS & PACKAGING - 0.5%

Paper Packaging - 0.5%

Rock-Tenn Co. Class A

20,100

2,150,901

ELECTRICAL EQUIPMENT - 0.0%

Electrical Components & Equipment - 0.0%

Eaton Corp. PLC

1,900

134,064

ENERGY EQUIPMENT & SERVICES - 1.1%

Oil & Gas Drilling - 0.8%

Ensco PLC Class A

7,500

432,375

Noble Corp.

14,100

531,570

Ocean Rig UDW, Inc. (United States) (a)

63,747

1,117,485

Vantage Drilling Co. (a)

717,582

1,277,296

 

3,358,726

Oil & Gas Equipment & Services - 0.3%

Cameron International Corp. (a)

11,200

614,432

FMC Technologies, Inc. (a)

400

20,220

Halliburton Co.

200

10,606

National Oilwell Varco, Inc.

4,900

397,782

TGS Nopec Geophysical Co. ASA

4,800

132,073

 

1,175,113

TOTAL ENERGY EQUIPMENT & SERVICES

4,533,839

FOOD PRODUCTS - 6.9%

Agricultural Products - 6.9%

Archer Daniels Midland Co.

311,500

12,740,350

Bunge Ltd.

158,400

13,009,392

China Agri-Industries Holdings Ltd.

1,458,300

684,666

Golden Agri-Resources Ltd.

3,377,000

1,631,138

Ingredion, Inc.

400

26,304

Kernel Holding SA (a)

8,400

113,142

PT Charoen Pokphand Indonesia Tbk

806,500

279,027

Wilmar International Ltd.

78,000

217,260

 

28,701,279

Common Stocks - continued

Shares

Value

MACHINERY - 0.5%

Construction & Farm Machinery & Heavy Trucks - 0.5%

Caterpillar, Inc.

3,000

$ 250,080

Manitowoc Co., Inc.

65,300

1,270,738

Samsung Heavy Industries Co. Ltd.

9,190

337,282

 

1,858,100

METALS & MINING - 30.9%

Aluminum - 0.3%

Alcoa, Inc.

130,900

1,213,443

Diversified Metals & Mining - 16.1%

Anglo American PLC (United Kingdom)

217,351

5,175,234

BHP Billiton PLC

716,093

22,097,554

Boliden AB

8,400

119,647

Copper Mountain Mining Corp. (a)

793,131

1,308,383

First Quantum Minerals Ltd.

93,424

1,772,337

Freeport-McMoRan Copper & Gold, Inc.

163,100

5,995,556

Glencore Xstrata PLC

1,649,452

8,992,087

Grupo Mexico SA de CV Series B

755,611

2,386,612

Iluka Resources Ltd.

53,014

516,094

Norilsk Nickel OJSC sponsored ADR

41,300

626,521

Rio Tinto PLC

270,887

13,706,931

Sesa Sterlite Ltd.

13,072

42,849

Sumitomo Metal Mining Co. Ltd.

45,000

623,277

Teck Resources Ltd. Class B (sub. vtg.)

89,100

2,384,204

Turquoise Hill Resources Ltd. (a)(d)

109,214

526,875

Walter Energy, Inc. (d)

26,000

413,140

 

66,687,301

Gold - 8.2%

Agnico Eagle Mines Ltd. (Canada)

38,000

1,128,356

AngloGold Ashanti Ltd. sponsored ADR

64,700

976,970

Argonaut Gold, Inc. (a)

93,200

518,448

B2Gold Corp. (a)

281,680

697,007

Barrick Gold Corp.

252,500

4,911,236

Compania de Minas Buenaventura SA sponsored ADR

23,600

342,200

Detour Gold Corp. (a)

106,500

870,263

Eldorado Gold Corp.

232,250

1,565,931

Franco-Nevada Corp.

26,746

1,203,333

Gold Fields Ltd. sponsored ADR

145,000

667,000

Goldcorp, Inc.

178,510

4,547,284

Harmony Gold Mining Co. Ltd. sponsored ADR

95,800

325,720

Kinross Gold Corp.

245,005

1,245,410

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Gold - continued

New Gold, Inc. (a)

467,100

$ 2,741,718

Newcrest Mining Ltd.

170,030

1,655,250

Newmont Mining Corp.

85,000

2,317,100

Osisko Mining Corp. (a)

251,528

1,227,907

Premier Gold Mines Ltd. (a)

504,000

1,116,616

Pretium Resources, Inc. (a)

60,300

197,212

Randgold Resources Ltd. sponsored ADR

32,500

2,401,750

Romarco Minerals, Inc. (a)

1,116,500

401,561

Royal Gold, Inc.

25,900

1,244,236

Torex Gold Resources, Inc. (a)

327,400

364,249

Yamana Gold, Inc.

151,100

1,498,464

 

34,165,221

Precious Metals & Minerals - 0.9%

Aquarius Platinum Ltd. (United Kingdom) (a)

242,800

168,375

Fresnillo PLC

36,200

566,210

Impala Platinum Holdings Ltd.

38,700

470,318

Industrias Penoles SA de CV

11,200

327,701

Silver Wheaton Corp.

64,200

1,456,838

Tahoe Resources, Inc. (a)

27,300

524,189

 

3,513,631

Steel - 5.4%

African Minerals Ltd. (a)(d)

376,300

1,125,265

ArcelorMittal SA Class A unit (d)

157,000

2,474,320

Carpenter Technology Corp.

800

47,464

Eregli Demir ve Celik Fabrikalari T.A.S.

79,770

110,689

Fortescue Metals Group Ltd.

144,789

712,975

Gerdau SA sponsored ADR

179,500

1,423,435

Hyundai Steel Co.

9,415

776,244

JFE Holdings, Inc.

70,500

1,602,796

Jindal Steel & Power Ltd. (a)

50,655

197,157

London Mining PLC (a)

539,586

1,126,887

Nippon Steel & Sumitomo Metal Corp.

236,000

778,931

POSCO

12,732

3,799,125

SunCoke Energy, Inc. (a)

4,000

80,000

Tata Steel Ltd.

50,717

275,625

Thyssenkrupp AG (a)

39,000

996,826

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Steel - continued

Vale SA (PN-A) sponsored ADR

453,900

$ 6,645,096

Voestalpine AG

8,500

401,449

 

22,574,284

TOTAL METALS & MINING

128,153,880

OIL, GAS & CONSUMABLE FUELS - 32.5%

Coal & Consumable Fuels - 4.1%

Alpha Natural Resources, Inc. (a)

65,037

455,259

Cameco Corp.

47,600

903,471

China Shenhua Energy Co. Ltd. (H Shares)

210,000

639,236

Coal India Ltd.

50,901

237,845

CONSOL Energy, Inc.

20,500

748,250

Peabody Energy Corp.

713,098

13,891,149

Whitehaven Coal Ltd. (d)

58,500

89,572

 

16,964,782

Integrated Oil & Gas - 17.6%

BG Group PLC

282,650

5,771,515

BP PLC

580,900

4,509,301

Cenovus Energy, Inc.

49,800

1,479,695

Chevron Corp.

113,100

13,567,476

China Petroleum & Chemical Corp. (H Shares)

1,469,000

1,189,167

ENI SpA

77,727

1,973,252

Exxon Mobil Corp.

103,061

9,236,327

Gazprom OAO sponsored ADR

312,000

2,910,960

Hess Corp.

17,200

1,396,640

Imperial Oil Ltd.

5,400

235,805

InterOil Corp. (a)(d)

12,300

854,235

LUKOIL Oil Co. sponsored ADR

29,500

1,931,365

Occidental Petroleum Corp.

41,300

3,968,104

Origin Energy Ltd.

29,218

404,013

PetroChina Co. Ltd. (H Shares)

1,226,000

1,396,146

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR (non-vtg.)

191,400

3,475,824

PTT PCL (For. Reg.)

42,600

433,870

Repsol YPF SA

34,309

921,413

Royal Dutch Shell PLC Class A (United Kingdom)

178,850

5,956,569

Statoil ASA

66,200

1,566,372

Suncor Energy, Inc.

97,332

3,537,054

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Integrated Oil & Gas - continued

Surgutneftegaz JSC (Reg.)

99,200

$ 87,320

Total SA

102,700

6,300,951

 

73,103,374

Oil & Gas Exploration & Production - 10.7%

Anadarko Petroleum Corp.

52,900

5,040,841

Apache Corp.

26,800

2,379,840

Baytex Energy Corp.

4,300

179,481

Beach Energy Ltd.

100,000

135,156

Bonanza Creek Energy, Inc. (a)

200

10,108

Cabot Oil & Gas Corp.

50,600

1,787,192

Cairn India Ltd.

1,100

5,644

Canadian Natural Resources Ltd.

74,000

2,348,497

Chesapeake Energy Corp.

31,800

889,128

Cimarex Energy Co.

5,000

526,750

CNOOC Ltd.

120,000

244,077

CNOOC Ltd. sponsored ADR

8,800

1,780,328

Cobalt International Energy, Inc. (a)

68,900

1,599,169

Concho Resources, Inc. (a)

5,800

641,538

ConocoPhillips Co.

64,000

4,691,200

Continental Resources, Inc. (a)

2,200

250,580

Denbury Resources, Inc. (a)

26,900

510,831

Devon Energy Corp.

22,200

1,403,484

Double Eagle Petroleum Co. (a)(d)

139,905

388,936

EOG Resources, Inc.

15,300

2,729,520

EQT Corp.

9,000

770,490

INPEX Corp.

83,200

961,124

Kodiak Oil & Gas Corp. (a)

700

9,079

Kunlun Energy Co. Ltd.

86,000

140,653

Lundin Petroleum AB (a)

5,900

121,823

Marathon Oil Corp.

53,800

1,896,988

Murphy Oil Corp.

10,700

645,424

Noble Energy, Inc.

26,100

1,955,673

Northern Oil & Gas, Inc. (a)

10,300

169,229

NOVATEK OAO GDR (Reg. S)

2,400

337,200

Oil & Natural Gas Corp. Ltd.

34,000

162,044

Oil Search Ltd. ADR

6,941

55,828

Pacific Rubiales Energy Corp.

25,074

518,723

Painted Pony Petroleum Ltd. (a)(e)

15,000

98,547

Painted Pony Petroleum Ltd. (a)

143,100

940,138

PDC Energy, Inc. (a)

300

20,343

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Oil & Gas Exploration & Production - continued

Penn West Petroleum Ltd.

25,800

$ 288,028

Pioneer Natural Resources Co.

7,500

1,535,850

Platino Energy Corp. (a)

137,400

79,068

PTT Exploration and Production PCL (For. Reg.)

27,600

149,417

QEP Resources, Inc.

12,300

406,638

Rosetta Resources, Inc. (a)

6,100

365,634

Santos Ltd.

30,700

440,174

Southwestern Energy Co. (a)

21,700

807,674

Talisman Energy, Inc.

77,500

966,288

Tullow Oil PLC

80,400

1,215,008

Whiting Petroleum Corp. (a)

6,500

434,785

Woodside Petroleum Ltd.

36,352

1,333,781

 

44,367,951

Oil & Gas Storage & Transport - 0.1%

Access Midstream Partners LP

3,400

182,036

Phillips 66 Partners LP

6,400

215,040

 

397,076

TOTAL OIL, GAS & CONSUMABLE FUELS

134,833,183

PAPER & FOREST PRODUCTS - 3.8%

Forest Products - 0.4%

Boise Cascade Co.

13,700

350,857

Canfor Corp. (a)

9,100

188,607

West Fraser Timber Co. Ltd.

11,100

1,017,433

 

1,556,897

Paper Products - 3.4%

Fibria Celulose SA sponsored ADR (a)(d)

18,600

242,730

International Paper Co.

235,400

10,501,194

Nine Dragons Paper (Holdings) Ltd.

898,000

741,287

Stora Enso Oyj (R Shares)

120,700

1,122,581

UPM-Kymmene Corp.

105,400

1,675,781

 

14,283,573

TOTAL PAPER & FOREST PRODUCTS

15,840,470

Common Stocks - continued

Shares

Value

REAL ESTATE INVESTMENT TRUSTS - 0.0%

Specialized REITs - 0.0%

Rayonier, Inc.

700

$ 32,914

Weyerhaeuser Co.

4,200

127,680

 

160,594

SPECIALTY RETAIL - 0.3%

Specialty Stores - 0.3%

Tsutsumi Jewelry Co. Ltd.

52,200

1,271,884

TRADING COMPANIES & DISTRIBUTORS - 0.3%

Trading Companies & Distributors - 0.3%

Daewoo International Corp.

31,200

1,150,949

TOTAL COMMON STOCKS

(Cost $462,108,346)


412,914,692

Nonconvertible Preferred Stocks - 0.0%

 

 

 

 

PAPER & FOREST PRODUCTS - 0.0%

Paper Products - 0.0%

Suzano Papel e Celulose SA
(Cost $108,030)

28,500


115,516

Money Market Funds - 1.8%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)

1,219,168

1,219,168

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

6,069,934

6,069,934

TOTAL MONEY MARKET FUNDS

(Cost $7,289,102)


7,289,102

TOTAL INVESTMENT PORTFOLIO - 101.3%

(Cost $469,505,478)

420,319,310

NET OTHER ASSETS (LIABILITIES) - (1.3)%

(5,252,796)

NET ASSETS - 100%

$ 415,066,514

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 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 $98,547 or 0.0% of net assets.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 2,304

Fidelity Securities Lending Cash Central Fund

554,965

Total

$ 557,269

Other Information

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:

Common Stocks

$ 412,914,692

$ 326,519,152

$ 86,395,540

$ -

Nonconvertible Preferred Stocks

115,516

115,516

-

-

Money Market Funds

7,289,102

7,289,102

-

-

Total Investments in Securities:

$ 420,319,310

$ 333,923,770

$ 86,395,540

$ -

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

$ 7,714,186

Level 2 to Level 1

$ 0

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

38.7%

Canada

16.3%

United Kingdom

14.6%

Switzerland

4.5%

Bermuda

3.7%

Bailiwick of Jersey

2.8%

Brazil

2.7%

Australia

1.5%

France

1.5%

Korea (South)

1.5%

Russia

1.5%

Japan

1.3%

Norway

1.3%

Others (Individually Less Than 1%)

8.1%

 

100.0%

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $5,895,555) - See accompanying schedule:

Unaffiliated issuers (cost $462,216,376)

$ 413,030,208

 

Fidelity Central Funds (cost $7,289,102)

7,289,102

 

Total Investments (cost $469,505,478)

 

$ 420,319,310

Foreign currency held at value (cost $42,375)

42,375

Receivable for investments sold

10,513,562

Receivable for fund shares sold

210,272

Dividends receivable

753,835

Distributions receivable from Fidelity Central Funds

21,487

Prepaid expenses

911

Other receivables

8,785

Total assets

431,870,537

 

 

 

Liabilities

Payable for investments purchased

$ 9,650,706

Payable for fund shares redeemed

629,022

Accrued management fee

242,227

Distribution and service plan fees payable

41,930

Other affiliated payables

121,216

Other payables and accrued expenses

48,988

Collateral on securities loaned, at value

6,069,934

Total liabilities

16,804,023

 

 

 

Net Assets

$ 415,066,514

Net Assets consist of:

 

Paid in capital

$ 501,612,128

Undistributed net investment income

4,309,466

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(41,679,876)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(49,175,204)

Net Assets

$ 415,066,514

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($71,293,097 ÷ 5,031,565 shares)

$ 14.17

 

 

 

Maximum offering price per share (100/94.25 of $14.17)

$ 15.03

Class T:
Net Asset Value
and redemption price per share ($12,551,178 ÷ 888,204 shares)

$ 14.13

 

 

 

Maximum offering price per share (100/96.50 of $14.13)

$ 14.64

Class B:
Net Asset Value
and offering price per share ($2,303,213 ÷ 164,359 shares)A

$ 14.01

 

 

 

Class C:
Net Asset Value
and offering price per share ($23,829,687 ÷ 1,707,183 shares)A

$ 13.96

 

 

 

Global Commodity Stock:
Net Asset Value
, offering price and redemption price per share ($273,475,891 ÷ 19,204,409 shares)

$ 14.24

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($31,613,448 ÷ 2,220,504 shares)

$ 14.24

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 12,264,754

Income from Fidelity Central Funds

 

557,269

Income before foreign taxes withheld

 

12,822,023

Less foreign taxes withheld

 

(937,571)

Total income

 

11,884,452

 

 

 

Expenses

Management fee

$ 3,417,195

Transfer agent fees

1,423,008

Distribution and service plan fees

573,855

Accounting and security lending fees

252,628

Custodian fees and expenses

70,188

Independent trustees' compensation

2,944

Registration fees

93,616

Audit

54,128

Legal

1,376

Interest

1,106

Miscellaneous

5,026

Total expenses before reductions

5,895,070

Expense reductions

(69,435)

5,825,635

Net investment income (loss)

6,058,817

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(781,472)

Foreign currency transactions

9,027

Total net realized gain (loss)

 

(772,445)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(21,267,158)

Assets and liabilities in foreign currencies

18,814

Total change in net unrealized appreciation (depreciation)

 

(21,248,344)

Net gain (loss)

(22,020,789)

Net increase (decrease) in net assets resulting from operations

$ (15,961,972)

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)

$ 6,058,817

$ 6,227,231

Net realized gain (loss)

(772,445)

(27,607,132)

Change in net unrealized appreciation (depreciation)

(21,248,344)

(8,995,088)

Net increase (decrease) in net assets resulting
from operations

(15,961,972)

(30,374,989)

Distributions to shareholders from net investment income

(5,697,049)

(3,692,921)

Distributions to shareholders from net realized gain

-

(671,463)

Total distributions

(5,697,049)

(4,364,384)

Share transactions - net increase (decrease)

(152,423,209)

(156,629,581)

Redemption fees

18,199

31,600

Total increase (decrease) in net assets

(174,064,031)

(191,337,354)

 

 

 

Net Assets

Beginning of period

589,130,545

780,467,899

End of period (including undistributed net investment income of $4,309,466 and undistributed net investment income of $4,752,569, respectively)

$ 415,066,514

$ 589,130,545

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 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.59

$ 15.14

$ 15.60

$ 13.29

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .16

  .11

  .12

  .19 H

  (.01)

Net realized and unrealized gain (loss)

  (.45)

  (.59)

  (.38)

  2.20

  3.29

Total from investment operations

  (.29)

  (.48)

  (.26)

  2.39

  3.28

Distributions from net investment income

  (.13)

  (.05)

  (.13)

  - K

  -

Distributions from net realized gain

  -

  (.01)

  (.06)

  (.08)

  -

Total distributions

  (.13)

  (.07) M

  (.20) L

  (.08)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 14.17

$ 14.59

$ 15.14

$ 15.60

$ 13.29

Total Return B, C, D

  (2.00)%

  (3.19)%

  (1.80)%

  18.04%

  32.90%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  1.36%

  1.34%

  1.32%

  1.37%

  1.65% A

Expenses net of fee waivers, if any

  1.35%

  1.34%

  1.32%

  1.37%

  1.50% A

Expenses net of all reductions

  1.34%

  1.33%

  1.31%

  1.36%

  1.48% A

Net investment income (loss)

  1.12%

  .80%

  .71%

  1.35% H

  (.15)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 71,293

$ 99,694

$ 127,979

$ 60,370

$ 15,705

Portfolio turnover rate G

  65%

  91%

  71%

  54%

  25% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .42%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Amount represents less than $.01 per share.

L Total distributions of $.20 per share is comprised of distributions from net investment income of $.133 and distributions from net realized gain of $.062 per share.

M Total distributions of $.07 per share is comprised of distributions from net investment income of $.052 and distributions from net realized gain of $.014 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.54

$ 15.08

$ 15.55

$ 13.27

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .12

  .08

  .07

  .16 H

  (.03)

Net realized and unrealized gain (loss)

  (.45)

  (.60)

  (.38)

  2.19

  3.29

Total from investment operations

  (.33)

  (.52)

  (.31)

  2.35

  3.26

Distributions from net investment income

  (.08)

  (.01)

  (.10)

  -

  -

Distributions from net realized gain

  -

  (.01)

  (.06)

  (.07)

  -

Total distributions

  (.08)

  (.02)

  (.16)

  (.07)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 14.13

$ 14.54

$ 15.08

$ 15.55

$ 13.27

Total Return B, C, D

  (2.26)%

  (3.43)%

  (2.09)%

  17.73%

  32.70%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  1.62%

  1.61%

  1.60%

  1.63%

  2.04% A

Expenses net of fee waivers, if any

  1.61%

  1.61%

  1.60%

  1.63%

  1.75% A

Expenses net of all reductions

  1.60%

  1.60%

  1.59%

  1.61%

  1.73% A

Net investment income (loss)

  .86%

  .53%

  .43%

  1.10% H

  (.40)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 12,551

$ 16,692

$ 20,831

$ 11,762

$ 4,665

Portfolio turnover rate G

  65%

  91%

  71%

  54%

  25% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .17%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2013

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.41

$ 15.00

$ 15.46

$ 13.22

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .05

  - K

  (.01)

  .08 H

  (.07)

Net realized and unrealized gain (loss)

  (.45)

  (.59)

  (.39)

  2.20

  3.28

Total from investment operations

  (.40)

  (.59)

  (.40)

  2.28

  3.21

Distributions from net investment income

  - K

  -

  -

  -

  -

Distributions from net realized gain

  -

  -

  (.06)

  (.04)

  -

Total distributions

  - K

  -

  (.06)

  (.04)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 14.01

$ 14.41

$ 15.00

$ 15.46

$ 13.22

Total Return B, C, D

  (2.75)%

  (3.93)%

  (2.62)%

  17.23%

  32.20%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  2.11%

  2.10%

  2.11%

  2.16%

  2.66% A

Expenses net of fee waivers, if any

  2.11%

  2.10%

  2.11%

  2.16%

  2.25% A

Expenses net of all reductions

  2.10%

  2.10%

  2.10%

  2.15%

  2.23% A

Net investment income (loss)

  .36%

  .03%

  (.09)%

  .56% H

  (.90)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,303

$ 3,097

$ 4,324

$ 4,348

$ 2,726

Portfolio turnover rate G

  65%

  91%

  71%

  54%

  25% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.37)%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.37

$ 14.95

$ 15.45

$ 13.22

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .05

  .01

  (.01)

  .08 H

  (.07)

Net realized and unrealized gain (loss)

  (.44)

  (.59)

  (.38)

  2.19

  3.28

Total from investment operations

  (.39)

  (.58)

  (.39)

  2.27

  3.21

Distributions from net investment income

  (.02)

  -

  (.05)

  -

  -

Distributions from net realized gain

  -

  -

  (.06)

  (.04)

  -

Total distributions

  (.02)

  -

  (.11)

  (.04)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 13.96

$ 14.37

$ 14.95

$ 15.45

$ 13.22

Total Return B, C, D

  (2.75)%

  (3.88)%

  (2.58)%

  17.21%

  32.20%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  2.11%

  2.10%

  2.09%

  2.14%

  2.53% A

Expenses net of fee waivers, if any

  2.11%

  2.10%

  2.09%

  2.14%

  2.25% A

Expenses net of all reductions

  2.10%

  2.09%

  2.08%

  2.13%

  2.23% A

Net investment income (loss)

  .36%

  .03%

  (.07)%

  .58% H

  (.90)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 23,830

$ 31,865

$ 37,185

$ 14,338

$ 4,798

Portfolio turnover rate G

  65%

  91%

  71%

  54%

  25% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.34)%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Global Commodity Stock

Years ended October 31,

2013

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.66

$ 15.21

$ 15.66

$ 13.31

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .19

  .15

  .16

  .23 G

  .01

Net realized and unrealized gain (loss)

  (.45)

  (.60)

  (.39)

  2.21

  3.29

Total from investment operations

  (.26)

  (.45)

  (.23)

  2.44

  3.30

Distributions from net investment income

  (.16)

  (.08)

  (.16)

  (.01)

  -

Distributions from net realized gain

  -

  (.01)

  (.06)

  (.08)

  -

Total distributions

  (.16)

  (.10) K

  (.22)

  (.09)

  -

Redemption fees added to paid in capital D

  - J

  - J

  - J

  - J

  .01

Net asset value, end of period

$ 14.24

$ 14.66

$ 15.21

$ 15.66

$ 13.31

Total Return B, C

  (1.75)%

  (2.96)%

  (1.59)%

  18.38%

  33.10%

Ratios to Average Net Assets E, I

 

 

 

 

 

Expenses before reductions

  1.11%

  1.10%

  1.08%

  1.10%

  1.42% A

Expenses net of fee waivers, if any

  1.11%

  1.10%

  1.08%

  1.10%

  1.25% A

Expenses net of all reductions

  1.09%

  1.09%

  1.07%

  1.09%

  1.23% A

Net investment income (loss)

  1.37%

  1.04%

  .95%

  1.62% G

  .10% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 273,476

$ 387,242

$ 531,224

$ 310,186

$ 159,439

Portfolio turnover rate F

  65%

  91%

  71%

  54%

  25% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .69%.

H For the period March 25, 2009 (commencement of operations) to October 31, 2009.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Total distributions of $.10 per share is comprised of distributions from net investment income of $.084 and distributions from net realized gain of $.014 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.67

$ 15.22

$ 15.66

$ 13.31

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .20

  .16

  .16

  .23 G

  .01

Net realized and unrealized gain (loss)

  (.45)

  (.60)

  (.38)

  2.21

  3.29

Total from investment operations

  (.25)

  (.44)

  (.22)

  2.44

  3.30

Distributions from net investment income

  (.18)

  (.09)

  (.16)

  (.01)

  -

Distributions from net realized gain

  -

  (.01)

  (.06)

  (.08)

  -

Total distributions

  (.18)

  (.11) K

  (.22)

  (.09)

  -

Redemption fees added to paid in capital D

  - J

  - J

  - J

  - J

  .01

Net asset value, end of period

$ 14.24

$ 14.67

$ 15.22

$ 15.66

$ 13.31

Total Return B, C

  (1.71)%

  (2.90)%

  (1.50)%

  18.39%

  33.10%

Ratios to Average Net Assets E, I

 

 

 

 

 

Expenses before reductions

  1.04%

  1.04%

  1.03%

  1.09%

  1.36% A

Expenses net of fee waivers, if any

  1.04%

  1.04%

  1.03%

  1.09%

  1.25% A

Expenses net of all reductions

  1.03%

  1.03%

  1.03%

  1.07%

  1.23% A

Net investment income (loss)

  1.43%

  1.10%

  .99%

  1.64% G

  .10% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 31,613

$ 50,540

$ 58,925

$ 35,739

$ 9,811

Portfolio turnover rate F

  65%

  91%

  71%

  54%

  25% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .71%.

H For the period March 25, 2009 (commencement of operations) to October 31, 2009.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Total distributions of $.11 per share is comprised of distributions from net investment income of $.093 and distributions from net realized gain of $.014 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity Global Commodity Stock Fund (the Fund) is a non-diversified fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Global Commodity Stock and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. 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. 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

Annual Report

3. Significant Accounting Policies - continued

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), partnerships, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 30,185,400

Gross unrealized depreciation

(86,132,208)

Net unrealized appreciation (depreciation) on securities and other investments

$ (55,946,808)

 

 

Tax Cost

$ 476,266,118

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 4,627,021

Capital loss carryforward

$ (35,236,790)

Net unrealized appreciation (depreciation)

$ (55,935,844)

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

 

2019

$ (6,952,413)

No expiration

 

Short-term

(22,719,124)

Long-term

(5,565,253)

Total no expiration

(28,284,377)

Total capital loss carryforward

$ (35,236,790)

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 5,697,049

$ 4,364,384

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.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $311,798,862 and $462,703,874, 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. For the reporting period, the total annual management fee rate was .71% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 208,174

$ 2,543

Class T

.25%

.25%

69,496

436

Class B

.75%

.25%

26,532

19,956

Class C

.75%

.25%

269,653

34,543

 

 

 

$ 573,855

$ 57,478

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

$ 27,444

Class T

2,976

Class B*

7,373

Class C*

3,342

 

$ 41,135

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales
are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 246,621

.30

Class T

42,562

.31

Class B

7,942

.30

Class C

81,004

.30

Global Commodity Stock

944,581

.30

Institutional Class

100,298

.23

 

$ 1,423,008

 

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 $19,771 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

$ 3,605,577

.41%

$ 1,065

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

Annual Report

Notes to Financial Statements - continued

6. Committed Line of Credit - continued

agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,125 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. 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 $554,965, including $24,917 from securities loaned to FCM.

8. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average loan balance during the period for which loans were outstanding amounted to $1,129,500. The weighted average interest rate was .65%. The interest expense amounted to $41 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

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 $62,291 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $7,144.

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

$ 864,701

$ 437,422

Class T

89,063

12,232

Class B

847

-

Class C

32,277

-

Global Commodity Stock

4,073,304

2,878,965

Institutional Class

636,857

364,302

Total

$ 5,697,049

$ 3,692,921

From net realized gain

 

 

Class A

$ -

$ 117,768

Class T

-

19,027

Global Commodity Stock

-

479,827

Institutional Class

-

54,841

Total

$ -

$ 671,463

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

1,201,755

1,675,922

$ 16,769,552

$ 24,194,276

Reinvestment of distributions

52,559

32,805

744,754

472,060

Shares redeemed

(3,054,897)

(3,329,384)

(42,479,556)

(47,357,051)

Net increase (decrease)

(1,800,583)

(1,620,657)

$ (24,965,250)

$ (22,690,715)

Class T

 

 

 

 

Shares sold

130,604

189,622

$ 1,791,142

$ 2,764,209

Reinvestment of distributions

5,824

1,948

82,471

28,015

Shares redeemed

(396,060)

(424,718)

(5,490,961)

(6,023,857)

Net increase (decrease)

(259,632)

(233,148)

$ (3,617,348)

$ (3,231,633)

Annual Report

Notes to Financial Statements - continued

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Class B

 

 

 

 

Shares sold

7,047

7,831

$ 98,902

$ 113,787

Reinvestment of distributions

54

-

758

-

Shares redeemed

(57,569)

(81,206)

(793,852)

(1,157,702)

Net increase (decrease)

(50,468)

(73,375)

$ (694,192)

$ (1,043,915)

Class C

 

 

 

 

Shares sold

368,295

492,632

$ 5,059,285

$ 7,143,884

Reinvestment of distributions

1,963

-

27,576

-

Shares redeemed

(880,659)

(761,541)

(12,048,987)

(10,673,957)

Net increase (decrease)

(510,401)

(268,909)

$ (6,962,126)

$ (3,530,073)

Global Commodity Stock

 

 

 

 

Shares sold

5,296,700

7,606,851

$ 74,369,495

$ 109,989,271

Reinvestment of distributions

264,635

210,059

3,760,465

3,031,159

Shares redeemed

(12,764,042)

(16,330,927)

(177,408,171)

(233,733,610)

Net increase (decrease)

(7,202,707)

(8,514,017)

$ (99,278,211)

$ (120,713,180)

Institutional Class

 

 

 

 

Shares sold

1,153,936

1,589,148

$ 16,235,437

$ 22,944,496

Reinvestment of distributions

25,953

18,526

368,529

267,335

Shares redeemed

(2,405,021)

(2,034,602)

(33,510,048)

(28,631,896)

Net increase (decrease)

(1,225,132)

(426,928)

$ (16,906,082)

$ (5,420,065)

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 10% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity Global Commodity Stock Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Global Commodity Stock Fund (a fund of Fidelity Investment Trust) at October 31, 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 periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Global Commodity Stock Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 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. O'Hanley, Mr. Lautenbach, 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.

Annual Report

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 1-800-544-8544.

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 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 Global Commodity Stock Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Fidelity Global Commodity Stock Fund

12/09/13

12/06/13

$0.188

$0.013

The fund designates 58% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100%of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Fidelity Global Commodity Stock Fund

12/10/12

$0.171

$0.0105

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 Global Commodity Stock Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, 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.

Annual Report

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 for the most recent one- and three-year periods, as shown below. A peer group comparison is not shown below.

Annual Report

Fidelity Global Commodity Stock Fund

gcs841061

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps 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 31% means that 69% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to 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, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Global Commodity Stock Fund

gcs841063

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.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

The Board noted that the total expense ratio of each of Class A, Class C, Institutional Class, and the retail class ranked below its competitive median for 2012, the total expense ratio of Class B ranked equal to its competitive median for 2012, and the total expense ratio of Class T 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 Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of 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.

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management &
Research (U.K.) Inc.

FIL Investments (Japan) Limited

FIL Investment Advisors

FIL Investment Advisors
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company
Quincy, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) gcs841065
1-800-544-5555

gcs841065
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

GCS-UANN-1213
1.879379.104

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Global Commodity Stock

Fund - Class A, Class T, Class B
and Class C

Annual Report

October 31, 2013

(Fidelity Cover Art)

Class A, Class T, Class B,
and Class C are classes
of Fidelity® Global Commodity
Stock Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Life of
fund
A

  Class A (incl. 5.75% sales charge)

-7.64%

7.20%

  Class T (incl. 3.50% sales charge)

-5.68%

7.47%

  Class B (incl. contingent deferred sales charge) B

-7.61%

7.41%

  Class C (incl. contingent deferred sales charge) C

-3.72%

7.76%

A From March 25, 2009.

B Class B shares' contingent deferred sales charges included in the past one year and life of fund total return figures are 5% and 3%, respectively.

C Class C shares' contingent deferred sales charges included in the past one year and life of fund total return figures are 1% and 0%, respectively.

Annual Report

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Global Commodity Stock Fund - Class A on March 25, 2009, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® ACWI® (All Country World Index) Index performed over the same period.

agc1018932

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 S. Joseph Wickwire II, Portfolio Manager of Fidelity Advisor® Global Commodity Stock Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned - 2.00%, -2.26%, -2.75% and -2.75%, respectively (excluding sales charges), lagging the broad market MSCI ACWI index and the MSCI® ACWI® (All Country World Index) Commodity Producers Sector Capped Index, which returned 0.57%. Relative to the sector benchmark, the fund was hurt by a sizable overweighting in gold stocks. The market was unfavorable to gold and gold stocks for much of the period, as the price of the precious metal price fell by 23% by period end. The gold stocks owned by the fund were hit particularly hard, including Barrick Gold, the fund's largest individual detractor. Conversely, positioning in fertilizers & agricultural chemicals helped, due in part to good timing with potash-related fertilizing companies such as Potash Corporation of Saskatchewan, along with underweightings in K&S and Uralkali, both of which I sold from the fund by period end. Overweighting oil & gas exploration & production also contributed, with investments in Petrominerales, Anadarko Petroleum and a non-index stake in C&C Energia among the fund's top relative performers. I sold Petrominerales and C&C Energia by period end to take profits, but remained overweighted in Anadarko.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 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.

Annual Report

 

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

1.33%

 

 

 

Actual

 

$ 1,000.00

$ 1,036.60

$ 6.83

HypotheticalA

 

$ 1,000.00

$ 1,018.50

$ 6.77

Class T

1.59%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.20

$ 8.16

HypotheticalA

 

$ 1,000.00

$ 1,017.19

$ 8.08

Class B

2.08%

 

 

 

Actual

 

$ 1,000.00

$ 1,032.40

$ 10.66

HypotheticalA

 

$ 1,000.00

$ 1,014.72

$ 10.56

Class C

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 1,032.50

$ 10.71

HypotheticalA

 

$ 1,000.00

$ 1,014.67

$ 10.61

Global Commodity Stock

1.08%

 

 

 

Actual

 

$ 1,000.00

$ 1,037.10

$ 5.55

HypotheticalA

 

$ 1,000.00

$ 1,019.76

$ 5.50

Institutional Class

1.02%

 

 

 

Actual

 

$ 1,000.00

$ 1,037.90

$ 5.24

HypotheticalA

 

$ 1,000.00

$ 1,020.06

$ 5.19

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


Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Monsanto Co.

6.3

6.4

BHP Billiton PLC

5.3

5.2

Syngenta AG (Switzerland)

4.4

4.4

Potash Corp. of Saskatchewan, Inc.

3.4

1.6

Peabody Energy Corp.

3.3

3.0

Rio Tinto PLC

3.3

3.1

Chevron Corp.

3.3

0.4

Bunge Ltd.

3.1

2.0

Archer Daniels Midland Co.

3.1

2.5

International Paper Co.

2.5

2.2

 

38.0

Top Industries (% of fund's net assets)

As of October 31, 2013

agc1018934

Energy 33.6%

 

agc1018936

Agriculture 32.5%

 

agc1018938

Metals 30.9%

 

agc1018940

Other 2.5%

 

agc1018942

Short-Term Investments and
Net Other Assets 0.5%

 

agc1018944

As of April 30, 2013

agc1018934

Metals 37.6%

 

agc1018936

Energy 35.7%

 

agc1018938

Agriculture 24.9%

 

agc1018940

Other 1.6%

 

agc1018942

Short-Term Investments and
Net Other Assets 0.2%

 

agc1018951

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 99.5%

Shares

Value

AEROSPACE & DEFENSE - 0.1%

Aerospace & Defense - 0.1%

Precision Castparts Corp.

500

$ 126,725

Rolls-Royce Group PLC

6,800

125,386

 

252,111

CHEMICALS - 22.2%

Commodity Chemicals - 0.2%

Axiall Corp.

16,400

637,796

Cabot Corp.

2,800

130,508

 

768,304

Diversified Chemicals - 0.3%

Eastman Chemical Co.

1,700

133,943

FMC Corp.

1,700

123,692

Huntsman Corp.

5,800

134,676

Lanxess AG

10,100

710,896

 

1,103,207

Fertilizers & Agricultural Chemicals - 21.7%

Agrium, Inc.

86,600

7,392,126

CF Industries Holdings, Inc.

29,872

6,440,403

China BlueChemical Ltd. (H Shares)

906,000

581,953

Intrepid Potash, Inc. (d)

99,700

1,480,545

Israel Chemicals Ltd.

202,400

1,674,876

Israel Corp. Ltd. (Class A) (a)

1,000

504,502

Monsanto Co.

248,400

26,052,190

Potash Corp. of Saskatchewan, Inc.

456,000

14,170,048

Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR (d)

102,300

2,824,503

Syngenta AG (Switzerland)

45,287

18,278,589

Taiwan Fertilizer Co. Ltd.

240,000

570,749

The Mosaic Co.

143,359

6,573,010

Yara International ASA

84,800

3,660,913

 

90,204,407

TOTAL CHEMICALS

92,075,918

CONSTRUCTION & ENGINEERING - 0.3%

Construction & Engineering - 0.3%

Boart Longyear Ltd. (d)

2,635,000

1,070,902

Chiyoda Corp.

11,000

139,494

 

1,210,396

Common Stocks - continued

Shares

Value

CONSTRUCTION MATERIALS - 0.1%

Construction Materials - 0.1%

Eagle Materials, Inc.

5,400

$ 405,054

Vulcan Materials Co.

3,400

182,070

 

587,124

CONTAINERS & PACKAGING - 0.5%

Paper Packaging - 0.5%

Rock-Tenn Co. Class A

20,100

2,150,901

ELECTRICAL EQUIPMENT - 0.0%

Electrical Components & Equipment - 0.0%

Eaton Corp. PLC

1,900

134,064

ENERGY EQUIPMENT & SERVICES - 1.1%

Oil & Gas Drilling - 0.8%

Ensco PLC Class A

7,500

432,375

Noble Corp.

14,100

531,570

Ocean Rig UDW, Inc. (United States) (a)

63,747

1,117,485

Vantage Drilling Co. (a)

717,582

1,277,296

 

3,358,726

Oil & Gas Equipment & Services - 0.3%

Cameron International Corp. (a)

11,200

614,432

FMC Technologies, Inc. (a)

400

20,220

Halliburton Co.

200

10,606

National Oilwell Varco, Inc.

4,900

397,782

TGS Nopec Geophysical Co. ASA

4,800

132,073

 

1,175,113

TOTAL ENERGY EQUIPMENT & SERVICES

4,533,839

FOOD PRODUCTS - 6.9%

Agricultural Products - 6.9%

Archer Daniels Midland Co.

311,500

12,740,350

Bunge Ltd.

158,400

13,009,392

China Agri-Industries Holdings Ltd.

1,458,300

684,666

Golden Agri-Resources Ltd.

3,377,000

1,631,138

Ingredion, Inc.

400

26,304

Kernel Holding SA (a)

8,400

113,142

PT Charoen Pokphand Indonesia Tbk

806,500

279,027

Wilmar International Ltd.

78,000

217,260

 

28,701,279

Common Stocks - continued

Shares

Value

MACHINERY - 0.5%

Construction & Farm Machinery & Heavy Trucks - 0.5%

Caterpillar, Inc.

3,000

$ 250,080

Manitowoc Co., Inc.

65,300

1,270,738

Samsung Heavy Industries Co. Ltd.

9,190

337,282

 

1,858,100

METALS & MINING - 30.9%

Aluminum - 0.3%

Alcoa, Inc.

130,900

1,213,443

Diversified Metals & Mining - 16.1%

Anglo American PLC (United Kingdom)

217,351

5,175,234

BHP Billiton PLC

716,093

22,097,554

Boliden AB

8,400

119,647

Copper Mountain Mining Corp. (a)

793,131

1,308,383

First Quantum Minerals Ltd.

93,424

1,772,337

Freeport-McMoRan Copper & Gold, Inc.

163,100

5,995,556

Glencore Xstrata PLC

1,649,452

8,992,087

Grupo Mexico SA de CV Series B

755,611

2,386,612

Iluka Resources Ltd.

53,014

516,094

Norilsk Nickel OJSC sponsored ADR

41,300

626,521

Rio Tinto PLC

270,887

13,706,931

Sesa Sterlite Ltd.

13,072

42,849

Sumitomo Metal Mining Co. Ltd.

45,000

623,277

Teck Resources Ltd. Class B (sub. vtg.)

89,100

2,384,204

Turquoise Hill Resources Ltd. (a)(d)

109,214

526,875

Walter Energy, Inc. (d)

26,000

413,140

 

66,687,301

Gold - 8.2%

Agnico Eagle Mines Ltd. (Canada)

38,000

1,128,356

AngloGold Ashanti Ltd. sponsored ADR

64,700

976,970

Argonaut Gold, Inc. (a)

93,200

518,448

B2Gold Corp. (a)

281,680

697,007

Barrick Gold Corp.

252,500

4,911,236

Compania de Minas Buenaventura SA sponsored ADR

23,600

342,200

Detour Gold Corp. (a)

106,500

870,263

Eldorado Gold Corp.

232,250

1,565,931

Franco-Nevada Corp.

26,746

1,203,333

Gold Fields Ltd. sponsored ADR

145,000

667,000

Goldcorp, Inc.

178,510

4,547,284

Harmony Gold Mining Co. Ltd. sponsored ADR

95,800

325,720

Kinross Gold Corp.

245,005

1,245,410

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Gold - continued

New Gold, Inc. (a)

467,100

$ 2,741,718

Newcrest Mining Ltd.

170,030

1,655,250

Newmont Mining Corp.

85,000

2,317,100

Osisko Mining Corp. (a)

251,528

1,227,907

Premier Gold Mines Ltd. (a)

504,000

1,116,616

Pretium Resources, Inc. (a)

60,300

197,212

Randgold Resources Ltd. sponsored ADR

32,500

2,401,750

Romarco Minerals, Inc. (a)

1,116,500

401,561

Royal Gold, Inc.

25,900

1,244,236

Torex Gold Resources, Inc. (a)

327,400

364,249

Yamana Gold, Inc.

151,100

1,498,464

 

34,165,221

Precious Metals & Minerals - 0.9%

Aquarius Platinum Ltd. (United Kingdom) (a)

242,800

168,375

Fresnillo PLC

36,200

566,210

Impala Platinum Holdings Ltd.

38,700

470,318

Industrias Penoles SA de CV

11,200

327,701

Silver Wheaton Corp.

64,200

1,456,838

Tahoe Resources, Inc. (a)

27,300

524,189

 

3,513,631

Steel - 5.4%

African Minerals Ltd. (a)(d)

376,300

1,125,265

ArcelorMittal SA Class A unit (d)

157,000

2,474,320

Carpenter Technology Corp.

800

47,464

Eregli Demir ve Celik Fabrikalari T.A.S.

79,770

110,689

Fortescue Metals Group Ltd.

144,789

712,975

Gerdau SA sponsored ADR

179,500

1,423,435

Hyundai Steel Co.

9,415

776,244

JFE Holdings, Inc.

70,500

1,602,796

Jindal Steel & Power Ltd. (a)

50,655

197,157

London Mining PLC (a)

539,586

1,126,887

Nippon Steel & Sumitomo Metal Corp.

236,000

778,931

POSCO

12,732

3,799,125

SunCoke Energy, Inc. (a)

4,000

80,000

Tata Steel Ltd.

50,717

275,625

Thyssenkrupp AG (a)

39,000

996,826

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Steel - continued

Vale SA (PN-A) sponsored ADR

453,900

$ 6,645,096

Voestalpine AG

8,500

401,449

 

22,574,284

TOTAL METALS & MINING

128,153,880

OIL, GAS & CONSUMABLE FUELS - 32.5%

Coal & Consumable Fuels - 4.1%

Alpha Natural Resources, Inc. (a)

65,037

455,259

Cameco Corp.

47,600

903,471

China Shenhua Energy Co. Ltd. (H Shares)

210,000

639,236

Coal India Ltd.

50,901

237,845

CONSOL Energy, Inc.

20,500

748,250

Peabody Energy Corp.

713,098

13,891,149

Whitehaven Coal Ltd. (d)

58,500

89,572

 

16,964,782

Integrated Oil & Gas - 17.6%

BG Group PLC

282,650

5,771,515

BP PLC

580,900

4,509,301

Cenovus Energy, Inc.

49,800

1,479,695

Chevron Corp.

113,100

13,567,476

China Petroleum & Chemical Corp. (H Shares)

1,469,000

1,189,167

ENI SpA

77,727

1,973,252

Exxon Mobil Corp.

103,061

9,236,327

Gazprom OAO sponsored ADR

312,000

2,910,960

Hess Corp.

17,200

1,396,640

Imperial Oil Ltd.

5,400

235,805

InterOil Corp. (a)(d)

12,300

854,235

LUKOIL Oil Co. sponsored ADR

29,500

1,931,365

Occidental Petroleum Corp.

41,300

3,968,104

Origin Energy Ltd.

29,218

404,013

PetroChina Co. Ltd. (H Shares)

1,226,000

1,396,146

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR (non-vtg.)

191,400

3,475,824

PTT PCL (For. Reg.)

42,600

433,870

Repsol YPF SA

34,309

921,413

Royal Dutch Shell PLC Class A (United Kingdom)

178,850

5,956,569

Statoil ASA

66,200

1,566,372

Suncor Energy, Inc.

97,332

3,537,054

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Integrated Oil & Gas - continued

Surgutneftegaz JSC (Reg.)

99,200

$ 87,320

Total SA

102,700

6,300,951

 

73,103,374

Oil & Gas Exploration & Production - 10.7%

Anadarko Petroleum Corp.

52,900

5,040,841

Apache Corp.

26,800

2,379,840

Baytex Energy Corp.

4,300

179,481

Beach Energy Ltd.

100,000

135,156

Bonanza Creek Energy, Inc. (a)

200

10,108

Cabot Oil & Gas Corp.

50,600

1,787,192

Cairn India Ltd.

1,100

5,644

Canadian Natural Resources Ltd.

74,000

2,348,497

Chesapeake Energy Corp.

31,800

889,128

Cimarex Energy Co.

5,000

526,750

CNOOC Ltd.

120,000

244,077

CNOOC Ltd. sponsored ADR

8,800

1,780,328

Cobalt International Energy, Inc. (a)

68,900

1,599,169

Concho Resources, Inc. (a)

5,800

641,538

ConocoPhillips Co.

64,000

4,691,200

Continental Resources, Inc. (a)

2,200

250,580

Denbury Resources, Inc. (a)

26,900

510,831

Devon Energy Corp.

22,200

1,403,484

Double Eagle Petroleum Co. (a)(d)

139,905

388,936

EOG Resources, Inc.

15,300

2,729,520

EQT Corp.

9,000

770,490

INPEX Corp.

83,200

961,124

Kodiak Oil & Gas Corp. (a)

700

9,079

Kunlun Energy Co. Ltd.

86,000

140,653

Lundin Petroleum AB (a)

5,900

121,823

Marathon Oil Corp.

53,800

1,896,988

Murphy Oil Corp.

10,700

645,424

Noble Energy, Inc.

26,100

1,955,673

Northern Oil & Gas, Inc. (a)

10,300

169,229

NOVATEK OAO GDR (Reg. S)

2,400

337,200

Oil & Natural Gas Corp. Ltd.

34,000

162,044

Oil Search Ltd. ADR

6,941

55,828

Pacific Rubiales Energy Corp.

25,074

518,723

Painted Pony Petroleum Ltd. (a)(e)

15,000

98,547

Painted Pony Petroleum Ltd. (a)

143,100

940,138

PDC Energy, Inc. (a)

300

20,343

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Oil & Gas Exploration & Production - continued

Penn West Petroleum Ltd.

25,800

$ 288,028

Pioneer Natural Resources Co.

7,500

1,535,850

Platino Energy Corp. (a)

137,400

79,068

PTT Exploration and Production PCL (For. Reg.)

27,600

149,417

QEP Resources, Inc.

12,300

406,638

Rosetta Resources, Inc. (a)

6,100

365,634

Santos Ltd.

30,700

440,174

Southwestern Energy Co. (a)

21,700

807,674

Talisman Energy, Inc.

77,500

966,288

Tullow Oil PLC

80,400

1,215,008

Whiting Petroleum Corp. (a)

6,500

434,785

Woodside Petroleum Ltd.

36,352

1,333,781

 

44,367,951

Oil & Gas Storage & Transport - 0.1%

Access Midstream Partners LP

3,400

182,036

Phillips 66 Partners LP

6,400

215,040

 

397,076

TOTAL OIL, GAS & CONSUMABLE FUELS

134,833,183

PAPER & FOREST PRODUCTS - 3.8%

Forest Products - 0.4%

Boise Cascade Co.

13,700

350,857

Canfor Corp. (a)

9,100

188,607

West Fraser Timber Co. Ltd.

11,100

1,017,433

 

1,556,897

Paper Products - 3.4%

Fibria Celulose SA sponsored ADR (a)(d)

18,600

242,730

International Paper Co.

235,400

10,501,194

Nine Dragons Paper (Holdings) Ltd.

898,000

741,287

Stora Enso Oyj (R Shares)

120,700

1,122,581

UPM-Kymmene Corp.

105,400

1,675,781

 

14,283,573

TOTAL PAPER & FOREST PRODUCTS

15,840,470

Common Stocks - continued

Shares

Value

REAL ESTATE INVESTMENT TRUSTS - 0.0%

Specialized REITs - 0.0%

Rayonier, Inc.

700

$ 32,914

Weyerhaeuser Co.

4,200

127,680

 

160,594

SPECIALTY RETAIL - 0.3%

Specialty Stores - 0.3%

Tsutsumi Jewelry Co. Ltd.

52,200

1,271,884

TRADING COMPANIES & DISTRIBUTORS - 0.3%

Trading Companies & Distributors - 0.3%

Daewoo International Corp.

31,200

1,150,949

TOTAL COMMON STOCKS

(Cost $462,108,346)


412,914,692

Nonconvertible Preferred Stocks - 0.0%

 

 

 

 

PAPER & FOREST PRODUCTS - 0.0%

Paper Products - 0.0%

Suzano Papel e Celulose SA
(Cost $108,030)

28,500


115,516

Money Market Funds - 1.8%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)

1,219,168

1,219,168

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

6,069,934

6,069,934

TOTAL MONEY MARKET FUNDS

(Cost $7,289,102)


7,289,102

TOTAL INVESTMENT PORTFOLIO - 101.3%

(Cost $469,505,478)

420,319,310

NET OTHER ASSETS (LIABILITIES) - (1.3)%

(5,252,796)

NET ASSETS - 100%

$ 415,066,514

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 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 $98,547 or 0.0% of net assets.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 2,304

Fidelity Securities Lending Cash Central Fund

554,965

Total

$ 557,269

Other Information

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:

Common Stocks

$ 412,914,692

$ 326,519,152

$ 86,395,540

$ -

Nonconvertible Preferred Stocks

115,516

115,516

-

-

Money Market Funds

7,289,102

7,289,102

-

-

Total Investments in Securities:

$ 420,319,310

$ 333,923,770

$ 86,395,540

$ -

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

$ 7,714,186

Level 2 to Level 1

$ 0

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

38.7%

Canada

16.3%

United Kingdom

14.6%

Switzerland

4.5%

Bermuda

3.7%

Bailiwick of Jersey

2.8%

Brazil

2.7%

Australia

1.5%

France

1.5%

Korea (South)

1.5%

Russia

1.5%

Japan

1.3%

Norway

1.3%

Others (Individually Less Than 1%)

8.1%

 

100.0%

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $5,895,555) - See accompanying schedule:

Unaffiliated issuers (cost $462,216,376)

$ 413,030,208

 

Fidelity Central Funds (cost $7,289,102)

7,289,102

 

Total Investments (cost $469,505,478)

 

$ 420,319,310

Foreign currency held at value (cost $42,375)

42,375

Receivable for investments sold

10,513,562

Receivable for fund shares sold

210,272

Dividends receivable

753,835

Distributions receivable from Fidelity Central Funds

21,487

Prepaid expenses

911

Other receivables

8,785

Total assets

431,870,537

 

 

 

Liabilities

Payable for investments purchased

$ 9,650,706

Payable for fund shares redeemed

629,022

Accrued management fee

242,227

Distribution and service plan fees payable

41,930

Other affiliated payables

121,216

Other payables and accrued expenses

48,988

Collateral on securities loaned, at value

6,069,934

Total liabilities

16,804,023

 

 

 

Net Assets

$ 415,066,514

Net Assets consist of:

 

Paid in capital

$ 501,612,128

Undistributed net investment income

4,309,466

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(41,679,876)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(49,175,204)

Net Assets

$ 415,066,514

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($71,293,097 ÷ 5,031,565 shares)

$ 14.17

 

 

 

Maximum offering price per share (100/94.25 of $14.17)

$ 15.03

Class T:
Net Asset Value
and redemption price per share ($12,551,178 ÷ 888,204 shares)

$ 14.13

 

 

 

Maximum offering price per share (100/96.50 of $14.13)

$ 14.64

Class B:
Net Asset Value
and offering price per share ($2,303,213 ÷ 164,359 shares)A

$ 14.01

 

 

 

Class C:
Net Asset Value
and offering price per share ($23,829,687 ÷ 1,707,183 shares)A

$ 13.96

 

 

 

Global Commodity Stock:
Net Asset Value
, offering price and redemption price per share ($273,475,891 ÷ 19,204,409 shares)

$ 14.24

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($31,613,448 ÷ 2,220,504 shares)

$ 14.24

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 12,264,754

Income from Fidelity Central Funds

 

557,269

Income before foreign taxes withheld

 

12,822,023

Less foreign taxes withheld

 

(937,571)

Total income

 

11,884,452

 

 

 

Expenses

Management fee

$ 3,417,195

Transfer agent fees

1,423,008

Distribution and service plan fees

573,855

Accounting and security lending fees

252,628

Custodian fees and expenses

70,188

Independent trustees' compensation

2,944

Registration fees

93,616

Audit

54,128

Legal

1,376

Interest

1,106

Miscellaneous

5,026

Total expenses before reductions

5,895,070

Expense reductions

(69,435)

5,825,635

Net investment income (loss)

6,058,817

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(781,472)

Foreign currency transactions

9,027

Total net realized gain (loss)

 

(772,445)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(21,267,158)

Assets and liabilities in foreign currencies

18,814

Total change in net unrealized appreciation (depreciation)

 

(21,248,344)

Net gain (loss)

(22,020,789)

Net increase (decrease) in net assets resulting from operations

$ (15,961,972)

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)

$ 6,058,817

$ 6,227,231

Net realized gain (loss)

(772,445)

(27,607,132)

Change in net unrealized appreciation (depreciation)

(21,248,344)

(8,995,088)

Net increase (decrease) in net assets resulting
from operations

(15,961,972)

(30,374,989)

Distributions to shareholders from net investment income

(5,697,049)

(3,692,921)

Distributions to shareholders from net realized gain

-

(671,463)

Total distributions

(5,697,049)

(4,364,384)

Share transactions - net increase (decrease)

(152,423,209)

(156,629,581)

Redemption fees

18,199

31,600

Total increase (decrease) in net assets

(174,064,031)

(191,337,354)

 

 

 

Net Assets

Beginning of period

589,130,545

780,467,899

End of period (including undistributed net investment income of $4,309,466 and undistributed net investment income of $4,752,569, respectively)

$ 415,066,514

$ 589,130,545

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 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.59

$ 15.14

$ 15.60

$ 13.29

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .16

  .11

  .12

  .19 H

  (.01)

Net realized and unrealized gain (loss)

  (.45)

  (.59)

  (.38)

  2.20

  3.29

Total from investment operations

  (.29)

  (.48)

  (.26)

  2.39

  3.28

Distributions from net investment income

  (.13)

  (.05)

  (.13)

  - K

  -

Distributions from net realized gain

  -

  (.01)

  (.06)

  (.08)

  -

Total distributions

  (.13)

  (.07) M

  (.20) L

  (.08)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 14.17

$ 14.59

$ 15.14

$ 15.60

$ 13.29

Total Return B, C, D

  (2.00)%

  (3.19)%

  (1.80)%

  18.04%

  32.90%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  1.36%

  1.34%

  1.32%

  1.37%

  1.65% A

Expenses net of fee waivers, if any

  1.35%

  1.34%

  1.32%

  1.37%

  1.50% A

Expenses net of all reductions

  1.34%

  1.33%

  1.31%

  1.36%

  1.48% A

Net investment income (loss)

  1.12%

  .80%

  .71%

  1.35% H

  (.15)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 71,293

$ 99,694

$ 127,979

$ 60,370

$ 15,705

Portfolio turnover rate G

  65%

  91%

  71%

  54%

  25% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .42%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Amount represents less than $.01 per share.

L Total distributions of $.20 per share is comprised of distributions from net investment income of $.133 and distributions from net realized gain of $.062 per share.

M Total distributions of $.07 per share is comprised of distributions from net investment income of $.052 and distributions from net realized gain of $.014 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.54

$ 15.08

$ 15.55

$ 13.27

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .12

  .08

  .07

  .16 H

  (.03)

Net realized and unrealized gain (loss)

  (.45)

  (.60)

  (.38)

  2.19

  3.29

Total from investment operations

  (.33)

  (.52)

  (.31)

  2.35

  3.26

Distributions from net investment income

  (.08)

  (.01)

  (.10)

  -

  -

Distributions from net realized gain

  -

  (.01)

  (.06)

  (.07)

  -

Total distributions

  (.08)

  (.02)

  (.16)

  (.07)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 14.13

$ 14.54

$ 15.08

$ 15.55

$ 13.27

Total Return B, C, D

  (2.26)%

  (3.43)%

  (2.09)%

  17.73%

  32.70%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  1.62%

  1.61%

  1.60%

  1.63%

  2.04% A

Expenses net of fee waivers, if any

  1.61%

  1.61%

  1.60%

  1.63%

  1.75% A

Expenses net of all reductions

  1.60%

  1.60%

  1.59%

  1.61%

  1.73% A

Net investment income (loss)

  .86%

  .53%

  .43%

  1.10% H

  (.40)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 12,551

$ 16,692

$ 20,831

$ 11,762

$ 4,665

Portfolio turnover rate G

  65%

  91%

  71%

  54%

  25% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .17%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2013

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.41

$ 15.00

$ 15.46

$ 13.22

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .05

  - K

  (.01)

  .08 H

  (.07)

Net realized and unrealized gain (loss)

  (.45)

  (.59)

  (.39)

  2.20

  3.28

Total from investment operations

  (.40)

  (.59)

  (.40)

  2.28

  3.21

Distributions from net investment income

  - K

  -

  -

  -

  -

Distributions from net realized gain

  -

  -

  (.06)

  (.04)

  -

Total distributions

  - K

  -

  (.06)

  (.04)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 14.01

$ 14.41

$ 15.00

$ 15.46

$ 13.22

Total Return B, C, D

  (2.75)%

  (3.93)%

  (2.62)%

  17.23%

  32.20%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  2.11%

  2.10%

  2.11%

  2.16%

  2.66% A

Expenses net of fee waivers, if any

  2.11%

  2.10%

  2.11%

  2.16%

  2.25% A

Expenses net of all reductions

  2.10%

  2.10%

  2.10%

  2.15%

  2.23% A

Net investment income (loss)

  .36%

  .03%

  (.09)%

  .56% H

  (.90)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,303

$ 3,097

$ 4,324

$ 4,348

$ 2,726

Portfolio turnover rate G

  65%

  91%

  71%

  54%

  25% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.37)%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.37

$ 14.95

$ 15.45

$ 13.22

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .05

  .01

  (.01)

  .08 H

  (.07)

Net realized and unrealized gain (loss)

  (.44)

  (.59)

  (.38)

  2.19

  3.28

Total from investment operations

  (.39)

  (.58)

  (.39)

  2.27

  3.21

Distributions from net investment income

  (.02)

  -

  (.05)

  -

  -

Distributions from net realized gain

  -

  -

  (.06)

  (.04)

  -

Total distributions

  (.02)

  -

  (.11)

  (.04)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 13.96

$ 14.37

$ 14.95

$ 15.45

$ 13.22

Total Return B, C, D

  (2.75)%

  (3.88)%

  (2.58)%

  17.21%

  32.20%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  2.11%

  2.10%

  2.09%

  2.14%

  2.53% A

Expenses net of fee waivers, if any

  2.11%

  2.10%

  2.09%

  2.14%

  2.25% A

Expenses net of all reductions

  2.10%

  2.09%

  2.08%

  2.13%

  2.23% A

Net investment income (loss)

  .36%

  .03%

  (.07)%

  .58% H

  (.90)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 23,830

$ 31,865

$ 37,185

$ 14,338

$ 4,798

Portfolio turnover rate G

  65%

  91%

  71%

  54%

  25% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.34)%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Global Commodity Stock

Years ended October 31,

2013

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.66

$ 15.21

$ 15.66

$ 13.31

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .19

  .15

  .16

  .23 G

  .01

Net realized and unrealized gain (loss)

  (.45)

  (.60)

  (.39)

  2.21

  3.29

Total from investment operations

  (.26)

  (.45)

  (.23)

  2.44

  3.30

Distributions from net investment income

  (.16)

  (.08)

  (.16)

  (.01)

  -

Distributions from net realized gain

  -

  (.01)

  (.06)

  (.08)

  -

Total distributions

  (.16)

  (.10) K

  (.22)

  (.09)

  -

Redemption fees added to paid in capital D

  - J

  - J

  - J

  - J

  .01

Net asset value, end of period

$ 14.24

$ 14.66

$ 15.21

$ 15.66

$ 13.31

Total Return B, C

  (1.75)%

  (2.96)%

  (1.59)%

  18.38%

  33.10%

Ratios to Average Net Assets E, I

 

 

 

 

 

Expenses before reductions

  1.11%

  1.10%

  1.08%

  1.10%

  1.42% A

Expenses net of fee waivers, if any

  1.11%

  1.10%

  1.08%

  1.10%

  1.25% A

Expenses net of all reductions

  1.09%

  1.09%

  1.07%

  1.09%

  1.23% A

Net investment income (loss)

  1.37%

  1.04%

  .95%

  1.62% G

  .10% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 273,476

$ 387,242

$ 531,224

$ 310,186

$ 159,439

Portfolio turnover rate F

  65%

  91%

  71%

  54%

  25% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .69%.

H For the period March 25, 2009 (commencement of operations) to October 31, 2009.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Total distributions of $.10 per share is comprised of distributions from net investment income of $.084 and distributions from net realized gain of $.014 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.67

$ 15.22

$ 15.66

$ 13.31

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .20

  .16

  .16

  .23 G

  .01

Net realized and unrealized gain (loss)

  (.45)

  (.60)

  (.38)

  2.21

  3.29

Total from investment operations

  (.25)

  (.44)

  (.22)

  2.44

  3.30

Distributions from net investment income

  (.18)

  (.09)

  (.16)

  (.01)

  -

Distributions from net realized gain

  -

  (.01)

  (.06)

  (.08)

  -

Total distributions

  (.18)

  (.11) K

  (.22)

  (.09)

  -

Redemption fees added to paid in capital D

  - J

  - J

  - J

  - J

  .01

Net asset value, end of period

$ 14.24

$ 14.67

$ 15.22

$ 15.66

$ 13.31

Total Return B, C

  (1.71)%

  (2.90)%

  (1.50)%

  18.39%

  33.10%

Ratios to Average Net Assets E, I

 

 

 

 

 

Expenses before reductions

  1.04%

  1.04%

  1.03%

  1.09%

  1.36% A

Expenses net of fee waivers, if any

  1.04%

  1.04%

  1.03%

  1.09%

  1.25% A

Expenses net of all reductions

  1.03%

  1.03%

  1.03%

  1.07%

  1.23% A

Net investment income (loss)

  1.43%

  1.10%

  .99%

  1.64% G

  .10% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 31,613

$ 50,540

$ 58,925

$ 35,739

$ 9,811

Portfolio turnover rate F

  65%

  91%

  71%

  54%

  25% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .71%.

H For the period March 25, 2009 (commencement of operations) to October 31, 2009.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Total distributions of $.11 per share is comprised of distributions from net investment income of $.093 and distributions from net realized gain of $.014 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity Global Commodity Stock Fund (the Fund) is a non-diversified fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Global Commodity Stock and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. 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. 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

Annual Report

3. Significant Accounting Policies - continued

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), partnerships, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 30,185,400

Gross unrealized depreciation

(86,132,208)

Net unrealized appreciation (depreciation) on securities and other investments

$ (55,946,808)

 

 

Tax Cost

$ 476,266,118

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 4,627,021

Capital loss carryforward

$ (35,236,790)

Net unrealized appreciation (depreciation)

$ (55,935,844)

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

 

2019

$ (6,952,413)

No expiration

 

Short-term

(22,719,124)

Long-term

(5,565,253)

Total no expiration

(28,284,377)

Total capital loss carryforward

$ (35,236,790)

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 5,697,049

$ 4,364,384

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.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $311,798,862 and $462,703,874, 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. For the reporting period, the total annual management fee rate was .71% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 208,174

$ 2,543

Class T

.25%

.25%

69,496

436

Class B

.75%

.25%

26,532

19,956

Class C

.75%

.25%

269,653

34,543

 

 

 

$ 573,855

$ 57,478

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

$ 27,444

Class T

2,976

Class B*

7,373

Class C*

3,342

 

$ 41,135

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales
are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 246,621

.30

Class T

42,562

.31

Class B

7,942

.30

Class C

81,004

.30

Global Commodity Stock

944,581

.30

Institutional Class

100,298

.23

 

$ 1,423,008

 

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 $19,771 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

$ 3,605,577

.41%

$ 1,065

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

Annual Report

Notes to Financial Statements - continued

6. Committed Line of Credit - continued

agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,125 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. 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 $554,965, including $24,917 from securities loaned to FCM.

8. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average loan balance during the period for which loans were outstanding amounted to $1,129,500. The weighted average interest rate was .65%. The interest expense amounted to $41 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

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 $62,291 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $7,144.

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

$ 864,701

$ 437,422

Class T

89,063

12,232

Class B

847

-

Class C

32,277

-

Global Commodity Stock

4,073,304

2,878,965

Institutional Class

636,857

364,302

Total

$ 5,697,049

$ 3,692,921

From net realized gain

 

 

Class A

$ -

$ 117,768

Class T

-

19,027

Global Commodity Stock

-

479,827

Institutional Class

-

54,841

Total

$ -

$ 671,463

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

1,201,755

1,675,922

$ 16,769,552

$ 24,194,276

Reinvestment of distributions

52,559

32,805

744,754

472,060

Shares redeemed

(3,054,897)

(3,329,384)

(42,479,556)

(47,357,051)

Net increase (decrease)

(1,800,583)

(1,620,657)

$ (24,965,250)

$ (22,690,715)

Class T

 

 

 

 

Shares sold

130,604

189,622

$ 1,791,142

$ 2,764,209

Reinvestment of distributions

5,824

1,948

82,471

28,015

Shares redeemed

(396,060)

(424,718)

(5,490,961)

(6,023,857)

Net increase (decrease)

(259,632)

(233,148)

$ (3,617,348)

$ (3,231,633)

Annual Report

Notes to Financial Statements - continued

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Class B

 

 

 

 

Shares sold

7,047

7,831

$ 98,902

$ 113,787

Reinvestment of distributions

54

-

758

-

Shares redeemed

(57,569)

(81,206)

(793,852)

(1,157,702)

Net increase (decrease)

(50,468)

(73,375)

$ (694,192)

$ (1,043,915)

Class C

 

 

 

 

Shares sold

368,295

492,632

$ 5,059,285

$ 7,143,884

Reinvestment of distributions

1,963

-

27,576

-

Shares redeemed

(880,659)

(761,541)

(12,048,987)

(10,673,957)

Net increase (decrease)

(510,401)

(268,909)

$ (6,962,126)

$ (3,530,073)

Global Commodity Stock

 

 

 

 

Shares sold

5,296,700

7,606,851

$ 74,369,495

$ 109,989,271

Reinvestment of distributions

264,635

210,059

3,760,465

3,031,159

Shares redeemed

(12,764,042)

(16,330,927)

(177,408,171)

(233,733,610)

Net increase (decrease)

(7,202,707)

(8,514,017)

$ (99,278,211)

$ (120,713,180)

Institutional Class

 

 

 

 

Shares sold

1,153,936

1,589,148

$ 16,235,437

$ 22,944,496

Reinvestment of distributions

25,953

18,526

368,529

267,335

Shares redeemed

(2,405,021)

(2,034,602)

(33,510,048)

(28,631,896)

Net increase (decrease)

(1,225,132)

(426,928)

$ (16,906,082)

$ (5,420,065)

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 10% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity Global Commodity Stock Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Global Commodity Stock Fund (a fund of Fidelity Investment Trust) at October 31, 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 periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Global Commodity Stock Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 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. O'Hanley, Mr. Lautenbach, 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.

Annual Report

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 1-877-208-0098.

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

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 Global Commodity Stock Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/09/13

12/06/13

$0.146

$0.013

Class T

12/09/13

12/06/13

$0.113

$0.013

Class B

12/09/13

12/06/13

$0.029

$0.013

Class C

12/09/13

12/06/13

$0.033

$0.013

Class A designates 72%, Class T designates 100%, Class B designates 100%, and Class C designates 100% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A, T, B, and C designate 100% of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/10/12

$0.137

$0.0105

Class T

12/10/12

$0.090

$0.0105

Class B

12/10/12

$0.014

$0.0105

Class C

12/10/12

$0.025

$0.0105

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 Global Commodity Stock Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, 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.

Annual Report

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 for the most recent one- and three-year periods, as shown below. A peer group comparison is not shown below.

Annual Report

Fidelity Global Commodity Stock Fund

agc1018953

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps 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 31% means that 69% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to 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, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Global Commodity Stock Fund

agc1018955

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.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

The Board noted that the total expense ratio of each of Class A, Class C, Institutional Class, and the retail class ranked below its competitive median for 2012, the total expense ratio of Class B ranked equal to its competitive median for 2012, and the total expense ratio of Class T 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 Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of 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.

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors (U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)

AGCS-UANN-1213
1.879395.104

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Global Commodity Stock

Fund - Institutional Class

Annual Report

October 31, 2013

(Fidelity Cover Art)

Institutional Class is a
class of Fidelity® Global
Commodity Stock Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Life of
fund
A

  Institutional Class

-1.71%

8.91%

A From March 25, 2009.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Global Commodity Stock Fund - Institutional Class on March 25, 2009, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® ACWI® (All Country World Index) Index performed over the same period.

csi1195354

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 S. Joseph Wickwire II, Portfolio Manager of Fidelity Advisor® Global Commodity Stock Fund: For the year, the fund's Institutional Class shares returned -1.71%, lagging the broad market MSCI ACWI index and the MSCI® ACWI® (All Country World Index) Commodity Producers Sector Capped Index, which returned 0.57%. Relative to the sector benchmark, the fund was hurt by a sizable overweighting in gold stocks. The market was unfavorable to gold and gold stocks for much of the period, as the price of the precious metal price fell by 23% by period end. The gold stocks owned by the fund were hit particularly hard, including Barrick Gold, the fund's largest individual detractor. Conversely, positioning in fertilizers & agricultural chemicals helped, due in part to good timing with potash-related fertilizing companies such as Potash Corporation of Saskatchewan, along with underweightings in K&S and Uralkali, both of which I sold from the fund by period end. Overweighting oil & gas exploration & production also contributed, with investments in Petrominerales, Anadarko Petroleum and a non-index stake in C&C Energia among the fund's top relative performers. I sold Petrominerales and C&C Energia by period end to take profits, but remained overweighted in Anadarko.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 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.

Annual Report

Shareholder Expense Example - continued

 

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

1.33%

 

 

 

Actual

 

$ 1,000.00

$ 1,036.60

$ 6.83

HypotheticalA

 

$ 1,000.00

$ 1,018.50

$ 6.77

Class T

1.59%

 

 

 

Actual

 

$ 1,000.00

$ 1,035.20

$ 8.16

HypotheticalA

 

$ 1,000.00

$ 1,017.19

$ 8.08

Class B

2.08%

 

 

 

Actual

 

$ 1,000.00

$ 1,032.40

$ 10.66

HypotheticalA

 

$ 1,000.00

$ 1,014.72

$ 10.56

Class C

2.09%

 

 

 

Actual

 

$ 1,000.00

$ 1,032.50

$ 10.71

HypotheticalA

 

$ 1,000.00

$ 1,014.67

$ 10.61

Global Commodity Stock

1.08%

 

 

 

Actual

 

$ 1,000.00

$ 1,037.10

$ 5.55

HypotheticalA

 

$ 1,000.00

$ 1,019.76

$ 5.50

Institutional Class

1.02%

 

 

 

Actual

 

$ 1,000.00

$ 1,037.90

$ 5.24

HypotheticalA

 

$ 1,000.00

$ 1,020.06

$ 5.19

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


Investment Changes (Unaudited)

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Monsanto Co.

6.3

6.4

BHP Billiton PLC

5.3

5.2

Syngenta AG (Switzerland)

4.4

4.4

Potash Corp. of Saskatchewan, Inc.

3.4

1.6

Peabody Energy Corp.

3.3

3.0

Rio Tinto PLC

3.3

3.1

Chevron Corp.

3.3

0.4

Bunge Ltd.

3.1

2.0

Archer Daniels Midland Co.

3.1

2.5

International Paper Co.

2.5

2.2

 

38.0

Top Industries (% of fund's net assets)

As of October 31, 2013

csi1195356

Energy 33.6%

 

csi1195358

Agriculture 32.5%

 

csi1195360

Metals 30.9%

 

csi1195362

Other 2.5%

 

csi1195364

Short-Term Investments and
Net Other Assets 0.5%

 

csi1195366

As of April 30, 2013

csi1195356

Metals 37.6%

 

csi1195358

Energy 35.7%

 

csi1195360

Agriculture 24.9%

 

csi1195362

Other 1.6%

 

csi1195364

Short-Term Investments and
Net Other Assets 0.2%

 

csi1195373

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 99.5%

Shares

Value

AEROSPACE & DEFENSE - 0.1%

Aerospace & Defense - 0.1%

Precision Castparts Corp.

500

$ 126,725

Rolls-Royce Group PLC

6,800

125,386

 

252,111

CHEMICALS - 22.2%

Commodity Chemicals - 0.2%

Axiall Corp.

16,400

637,796

Cabot Corp.

2,800

130,508

 

768,304

Diversified Chemicals - 0.3%

Eastman Chemical Co.

1,700

133,943

FMC Corp.

1,700

123,692

Huntsman Corp.

5,800

134,676

Lanxess AG

10,100

710,896

 

1,103,207

Fertilizers & Agricultural Chemicals - 21.7%

Agrium, Inc.

86,600

7,392,126

CF Industries Holdings, Inc.

29,872

6,440,403

China BlueChemical Ltd. (H Shares)

906,000

581,953

Intrepid Potash, Inc. (d)

99,700

1,480,545

Israel Chemicals Ltd.

202,400

1,674,876

Israel Corp. Ltd. (Class A) (a)

1,000

504,502

Monsanto Co.

248,400

26,052,190

Potash Corp. of Saskatchewan, Inc.

456,000

14,170,048

Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR (d)

102,300

2,824,503

Syngenta AG (Switzerland)

45,287

18,278,589

Taiwan Fertilizer Co. Ltd.

240,000

570,749

The Mosaic Co.

143,359

6,573,010

Yara International ASA

84,800

3,660,913

 

90,204,407

TOTAL CHEMICALS

92,075,918

CONSTRUCTION & ENGINEERING - 0.3%

Construction & Engineering - 0.3%

Boart Longyear Ltd. (d)

2,635,000

1,070,902

Chiyoda Corp.

11,000

139,494

 

1,210,396

Common Stocks - continued

Shares

Value

CONSTRUCTION MATERIALS - 0.1%

Construction Materials - 0.1%

Eagle Materials, Inc.

5,400

$ 405,054

Vulcan Materials Co.

3,400

182,070

 

587,124

CONTAINERS & PACKAGING - 0.5%

Paper Packaging - 0.5%

Rock-Tenn Co. Class A

20,100

2,150,901

ELECTRICAL EQUIPMENT - 0.0%

Electrical Components & Equipment - 0.0%

Eaton Corp. PLC

1,900

134,064

ENERGY EQUIPMENT & SERVICES - 1.1%

Oil & Gas Drilling - 0.8%

Ensco PLC Class A

7,500

432,375

Noble Corp.

14,100

531,570

Ocean Rig UDW, Inc. (United States) (a)

63,747

1,117,485

Vantage Drilling Co. (a)

717,582

1,277,296

 

3,358,726

Oil & Gas Equipment & Services - 0.3%

Cameron International Corp. (a)

11,200

614,432

FMC Technologies, Inc. (a)

400

20,220

Halliburton Co.

200

10,606

National Oilwell Varco, Inc.

4,900

397,782

TGS Nopec Geophysical Co. ASA

4,800

132,073

 

1,175,113

TOTAL ENERGY EQUIPMENT & SERVICES

4,533,839

FOOD PRODUCTS - 6.9%

Agricultural Products - 6.9%

Archer Daniels Midland Co.

311,500

12,740,350

Bunge Ltd.

158,400

13,009,392

China Agri-Industries Holdings Ltd.

1,458,300

684,666

Golden Agri-Resources Ltd.

3,377,000

1,631,138

Ingredion, Inc.

400

26,304

Kernel Holding SA (a)

8,400

113,142

PT Charoen Pokphand Indonesia Tbk

806,500

279,027

Wilmar International Ltd.

78,000

217,260

 

28,701,279

Common Stocks - continued

Shares

Value

MACHINERY - 0.5%

Construction & Farm Machinery & Heavy Trucks - 0.5%

Caterpillar, Inc.

3,000

$ 250,080

Manitowoc Co., Inc.

65,300

1,270,738

Samsung Heavy Industries Co. Ltd.

9,190

337,282

 

1,858,100

METALS & MINING - 30.9%

Aluminum - 0.3%

Alcoa, Inc.

130,900

1,213,443

Diversified Metals & Mining - 16.1%

Anglo American PLC (United Kingdom)

217,351

5,175,234

BHP Billiton PLC

716,093

22,097,554

Boliden AB

8,400

119,647

Copper Mountain Mining Corp. (a)

793,131

1,308,383

First Quantum Minerals Ltd.

93,424

1,772,337

Freeport-McMoRan Copper & Gold, Inc.

163,100

5,995,556

Glencore Xstrata PLC

1,649,452

8,992,087

Grupo Mexico SA de CV Series B

755,611

2,386,612

Iluka Resources Ltd.

53,014

516,094

Norilsk Nickel OJSC sponsored ADR

41,300

626,521

Rio Tinto PLC

270,887

13,706,931

Sesa Sterlite Ltd.

13,072

42,849

Sumitomo Metal Mining Co. Ltd.

45,000

623,277

Teck Resources Ltd. Class B (sub. vtg.)

89,100

2,384,204

Turquoise Hill Resources Ltd. (a)(d)

109,214

526,875

Walter Energy, Inc. (d)

26,000

413,140

 

66,687,301

Gold - 8.2%

Agnico Eagle Mines Ltd. (Canada)

38,000

1,128,356

AngloGold Ashanti Ltd. sponsored ADR

64,700

976,970

Argonaut Gold, Inc. (a)

93,200

518,448

B2Gold Corp. (a)

281,680

697,007

Barrick Gold Corp.

252,500

4,911,236

Compania de Minas Buenaventura SA sponsored ADR

23,600

342,200

Detour Gold Corp. (a)

106,500

870,263

Eldorado Gold Corp.

232,250

1,565,931

Franco-Nevada Corp.

26,746

1,203,333

Gold Fields Ltd. sponsored ADR

145,000

667,000

Goldcorp, Inc.

178,510

4,547,284

Harmony Gold Mining Co. Ltd. sponsored ADR

95,800

325,720

Kinross Gold Corp.

245,005

1,245,410

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Gold - continued

New Gold, Inc. (a)

467,100

$ 2,741,718

Newcrest Mining Ltd.

170,030

1,655,250

Newmont Mining Corp.

85,000

2,317,100

Osisko Mining Corp. (a)

251,528

1,227,907

Premier Gold Mines Ltd. (a)

504,000

1,116,616

Pretium Resources, Inc. (a)

60,300

197,212

Randgold Resources Ltd. sponsored ADR

32,500

2,401,750

Romarco Minerals, Inc. (a)

1,116,500

401,561

Royal Gold, Inc.

25,900

1,244,236

Torex Gold Resources, Inc. (a)

327,400

364,249

Yamana Gold, Inc.

151,100

1,498,464

 

34,165,221

Precious Metals & Minerals - 0.9%

Aquarius Platinum Ltd. (United Kingdom) (a)

242,800

168,375

Fresnillo PLC

36,200

566,210

Impala Platinum Holdings Ltd.

38,700

470,318

Industrias Penoles SA de CV

11,200

327,701

Silver Wheaton Corp.

64,200

1,456,838

Tahoe Resources, Inc. (a)

27,300

524,189

 

3,513,631

Steel - 5.4%

African Minerals Ltd. (a)(d)

376,300

1,125,265

ArcelorMittal SA Class A unit (d)

157,000

2,474,320

Carpenter Technology Corp.

800

47,464

Eregli Demir ve Celik Fabrikalari T.A.S.

79,770

110,689

Fortescue Metals Group Ltd.

144,789

712,975

Gerdau SA sponsored ADR

179,500

1,423,435

Hyundai Steel Co.

9,415

776,244

JFE Holdings, Inc.

70,500

1,602,796

Jindal Steel & Power Ltd. (a)

50,655

197,157

London Mining PLC (a)

539,586

1,126,887

Nippon Steel & Sumitomo Metal Corp.

236,000

778,931

POSCO

12,732

3,799,125

SunCoke Energy, Inc. (a)

4,000

80,000

Tata Steel Ltd.

50,717

275,625

Thyssenkrupp AG (a)

39,000

996,826

Common Stocks - continued

Shares

Value

METALS & MINING - CONTINUED

Steel - continued

Vale SA (PN-A) sponsored ADR

453,900

$ 6,645,096

Voestalpine AG

8,500

401,449

 

22,574,284

TOTAL METALS & MINING

128,153,880

OIL, GAS & CONSUMABLE FUELS - 32.5%

Coal & Consumable Fuels - 4.1%

Alpha Natural Resources, Inc. (a)

65,037

455,259

Cameco Corp.

47,600

903,471

China Shenhua Energy Co. Ltd. (H Shares)

210,000

639,236

Coal India Ltd.

50,901

237,845

CONSOL Energy, Inc.

20,500

748,250

Peabody Energy Corp.

713,098

13,891,149

Whitehaven Coal Ltd. (d)

58,500

89,572

 

16,964,782

Integrated Oil & Gas - 17.6%

BG Group PLC

282,650

5,771,515

BP PLC

580,900

4,509,301

Cenovus Energy, Inc.

49,800

1,479,695

Chevron Corp.

113,100

13,567,476

China Petroleum & Chemical Corp. (H Shares)

1,469,000

1,189,167

ENI SpA

77,727

1,973,252

Exxon Mobil Corp.

103,061

9,236,327

Gazprom OAO sponsored ADR

312,000

2,910,960

Hess Corp.

17,200

1,396,640

Imperial Oil Ltd.

5,400

235,805

InterOil Corp. (a)(d)

12,300

854,235

LUKOIL Oil Co. sponsored ADR

29,500

1,931,365

Occidental Petroleum Corp.

41,300

3,968,104

Origin Energy Ltd.

29,218

404,013

PetroChina Co. Ltd. (H Shares)

1,226,000

1,396,146

Petroleo Brasileiro SA - Petrobras (PN) sponsored ADR (non-vtg.)

191,400

3,475,824

PTT PCL (For. Reg.)

42,600

433,870

Repsol YPF SA

34,309

921,413

Royal Dutch Shell PLC Class A (United Kingdom)

178,850

5,956,569

Statoil ASA

66,200

1,566,372

Suncor Energy, Inc.

97,332

3,537,054

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Integrated Oil & Gas - continued

Surgutneftegaz JSC (Reg.)

99,200

$ 87,320

Total SA

102,700

6,300,951

 

73,103,374

Oil & Gas Exploration & Production - 10.7%

Anadarko Petroleum Corp.

52,900

5,040,841

Apache Corp.

26,800

2,379,840

Baytex Energy Corp.

4,300

179,481

Beach Energy Ltd.

100,000

135,156

Bonanza Creek Energy, Inc. (a)

200

10,108

Cabot Oil & Gas Corp.

50,600

1,787,192

Cairn India Ltd.

1,100

5,644

Canadian Natural Resources Ltd.

74,000

2,348,497

Chesapeake Energy Corp.

31,800

889,128

Cimarex Energy Co.

5,000

526,750

CNOOC Ltd.

120,000

244,077

CNOOC Ltd. sponsored ADR

8,800

1,780,328

Cobalt International Energy, Inc. (a)

68,900

1,599,169

Concho Resources, Inc. (a)

5,800

641,538

ConocoPhillips Co.

64,000

4,691,200

Continental Resources, Inc. (a)

2,200

250,580

Denbury Resources, Inc. (a)

26,900

510,831

Devon Energy Corp.

22,200

1,403,484

Double Eagle Petroleum Co. (a)(d)

139,905

388,936

EOG Resources, Inc.

15,300

2,729,520

EQT Corp.

9,000

770,490

INPEX Corp.

83,200

961,124

Kodiak Oil & Gas Corp. (a)

700

9,079

Kunlun Energy Co. Ltd.

86,000

140,653

Lundin Petroleum AB (a)

5,900

121,823

Marathon Oil Corp.

53,800

1,896,988

Murphy Oil Corp.

10,700

645,424

Noble Energy, Inc.

26,100

1,955,673

Northern Oil & Gas, Inc. (a)

10,300

169,229

NOVATEK OAO GDR (Reg. S)

2,400

337,200

Oil & Natural Gas Corp. Ltd.

34,000

162,044

Oil Search Ltd. ADR

6,941

55,828

Pacific Rubiales Energy Corp.

25,074

518,723

Painted Pony Petroleum Ltd. (a)(e)

15,000

98,547

Painted Pony Petroleum Ltd. (a)

143,100

940,138

PDC Energy, Inc. (a)

300

20,343

Common Stocks - continued

Shares

Value

OIL, GAS & CONSUMABLE FUELS - CONTINUED

Oil & Gas Exploration & Production - continued

Penn West Petroleum Ltd.

25,800

$ 288,028

Pioneer Natural Resources Co.

7,500

1,535,850

Platino Energy Corp. (a)

137,400

79,068

PTT Exploration and Production PCL (For. Reg.)

27,600

149,417

QEP Resources, Inc.

12,300

406,638

Rosetta Resources, Inc. (a)

6,100

365,634

Santos Ltd.

30,700

440,174

Southwestern Energy Co. (a)

21,700

807,674

Talisman Energy, Inc.

77,500

966,288

Tullow Oil PLC

80,400

1,215,008

Whiting Petroleum Corp. (a)

6,500

434,785

Woodside Petroleum Ltd.

36,352

1,333,781

 

44,367,951

Oil & Gas Storage & Transport - 0.1%

Access Midstream Partners LP

3,400

182,036

Phillips 66 Partners LP

6,400

215,040

 

397,076

TOTAL OIL, GAS & CONSUMABLE FUELS

134,833,183

PAPER & FOREST PRODUCTS - 3.8%

Forest Products - 0.4%

Boise Cascade Co.

13,700

350,857

Canfor Corp. (a)

9,100

188,607

West Fraser Timber Co. Ltd.

11,100

1,017,433

 

1,556,897

Paper Products - 3.4%

Fibria Celulose SA sponsored ADR (a)(d)

18,600

242,730

International Paper Co.

235,400

10,501,194

Nine Dragons Paper (Holdings) Ltd.

898,000

741,287

Stora Enso Oyj (R Shares)

120,700

1,122,581

UPM-Kymmene Corp.

105,400

1,675,781

 

14,283,573

TOTAL PAPER & FOREST PRODUCTS

15,840,470

Common Stocks - continued

Shares

Value

REAL ESTATE INVESTMENT TRUSTS - 0.0%

Specialized REITs - 0.0%

Rayonier, Inc.

700

$ 32,914

Weyerhaeuser Co.

4,200

127,680

 

160,594

SPECIALTY RETAIL - 0.3%

Specialty Stores - 0.3%

Tsutsumi Jewelry Co. Ltd.

52,200

1,271,884

TRADING COMPANIES & DISTRIBUTORS - 0.3%

Trading Companies & Distributors - 0.3%

Daewoo International Corp.

31,200

1,150,949

TOTAL COMMON STOCKS

(Cost $462,108,346)


412,914,692

Nonconvertible Preferred Stocks - 0.0%

 

 

 

 

PAPER & FOREST PRODUCTS - 0.0%

Paper Products - 0.0%

Suzano Papel e Celulose SA
(Cost $108,030)

28,500


115,516

Money Market Funds - 1.8%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)

1,219,168

1,219,168

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

6,069,934

6,069,934

TOTAL MONEY MARKET FUNDS

(Cost $7,289,102)


7,289,102

TOTAL INVESTMENT PORTFOLIO - 101.3%

(Cost $469,505,478)

420,319,310

NET OTHER ASSETS (LIABILITIES) - (1.3)%

(5,252,796)

NET ASSETS - 100%

$ 415,066,514

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 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 $98,547 or 0.0% of net assets.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 2,304

Fidelity Securities Lending Cash Central Fund

554,965

Total

$ 557,269

Other Information

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:

Common Stocks

$ 412,914,692

$ 326,519,152

$ 86,395,540

$ -

Nonconvertible Preferred Stocks

115,516

115,516

-

-

Money Market Funds

7,289,102

7,289,102

-

-

Total Investments in Securities:

$ 420,319,310

$ 333,923,770

$ 86,395,540

$ -

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

$ 7,714,186

Level 2 to Level 1

$ 0

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

38.7%

Canada

16.3%

United Kingdom

14.6%

Switzerland

4.5%

Bermuda

3.7%

Bailiwick of Jersey

2.8%

Brazil

2.7%

Australia

1.5%

France

1.5%

Korea (South)

1.5%

Russia

1.5%

Japan

1.3%

Norway

1.3%

Others (Individually Less Than 1%)

8.1%

 

100.0%

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value (including securities loaned of $5,895,555) - See accompanying schedule:

Unaffiliated issuers (cost $462,216,376)

$ 413,030,208

 

Fidelity Central Funds (cost $7,289,102)

7,289,102

 

Total Investments (cost $469,505,478)

 

$ 420,319,310

Foreign currency held at value (cost $42,375)

42,375

Receivable for investments sold

10,513,562

Receivable for fund shares sold

210,272

Dividends receivable

753,835

Distributions receivable from Fidelity Central Funds

21,487

Prepaid expenses

911

Other receivables

8,785

Total assets

431,870,537

 

 

 

Liabilities

Payable for investments purchased

$ 9,650,706

Payable for fund shares redeemed

629,022

Accrued management fee

242,227

Distribution and service plan fees payable

41,930

Other affiliated payables

121,216

Other payables and accrued expenses

48,988

Collateral on securities loaned, at value

6,069,934

Total liabilities

16,804,023

 

 

 

Net Assets

$ 415,066,514

Net Assets consist of:

 

Paid in capital

$ 501,612,128

Undistributed net investment income

4,309,466

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(41,679,876)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

(49,175,204)

Net Assets

$ 415,066,514

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($71,293,097 ÷ 5,031,565 shares)

$ 14.17

 

 

 

Maximum offering price per share (100/94.25 of $14.17)

$ 15.03

Class T:
Net Asset Value
and redemption price per share ($12,551,178 ÷ 888,204 shares)

$ 14.13

 

 

 

Maximum offering price per share (100/96.50 of $14.13)

$ 14.64

Class B:
Net Asset Value
and offering price per share ($2,303,213 ÷ 164,359 shares)A

$ 14.01

 

 

 

Class C:
Net Asset Value
and offering price per share ($23,829,687 ÷ 1,707,183 shares)A

$ 13.96

 

 

 

Global Commodity Stock:
Net Asset Value
, offering price and redemption price per share ($273,475,891 ÷ 19,204,409 shares)

$ 14.24

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($31,613,448 ÷ 2,220,504 shares)

$ 14.24

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended October 31, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 12,264,754

Income from Fidelity Central Funds

 

557,269

Income before foreign taxes withheld

 

12,822,023

Less foreign taxes withheld

 

(937,571)

Total income

 

11,884,452

 

 

 

Expenses

Management fee

$ 3,417,195

Transfer agent fees

1,423,008

Distribution and service plan fees

573,855

Accounting and security lending fees

252,628

Custodian fees and expenses

70,188

Independent trustees' compensation

2,944

Registration fees

93,616

Audit

54,128

Legal

1,376

Interest

1,106

Miscellaneous

5,026

Total expenses before reductions

5,895,070

Expense reductions

(69,435)

5,825,635

Net investment income (loss)

6,058,817

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(781,472)

Foreign currency transactions

9,027

Total net realized gain (loss)

 

(772,445)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(21,267,158)

Assets and liabilities in foreign currencies

18,814

Total change in net unrealized appreciation (depreciation)

 

(21,248,344)

Net gain (loss)

(22,020,789)

Net increase (decrease) in net assets resulting from operations

$ (15,961,972)

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2013

Year ended
October 31,
2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 6,058,817

$ 6,227,231

Net realized gain (loss)

(772,445)

(27,607,132)

Change in net unrealized appreciation (depreciation)

(21,248,344)

(8,995,088)

Net increase (decrease) in net assets resulting
from operations

(15,961,972)

(30,374,989)

Distributions to shareholders from net investment income

(5,697,049)

(3,692,921)

Distributions to shareholders from net realized gain

-

(671,463)

Total distributions

(5,697,049)

(4,364,384)

Share transactions - net increase (decrease)

(152,423,209)

(156,629,581)

Redemption fees

18,199

31,600

Total increase (decrease) in net assets

(174,064,031)

(191,337,354)

 

 

 

Net Assets

Beginning of period

589,130,545

780,467,899

End of period (including undistributed net investment income of $4,309,466 and undistributed net investment income of $4,752,569, respectively)

$ 415,066,514

$ 589,130,545

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 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.59

$ 15.14

$ 15.60

$ 13.29

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .16

  .11

  .12

  .19 H

  (.01)

Net realized and unrealized gain (loss)

  (.45)

  (.59)

  (.38)

  2.20

  3.29

Total from investment operations

  (.29)

  (.48)

  (.26)

  2.39

  3.28

Distributions from net investment income

  (.13)

  (.05)

  (.13)

  - K

  -

Distributions from net realized gain

  -

  (.01)

  (.06)

  (.08)

  -

Total distributions

  (.13)

  (.07) M

  (.20) L

  (.08)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 14.17

$ 14.59

$ 15.14

$ 15.60

$ 13.29

Total Return B, C, D

  (2.00)%

  (3.19)%

  (1.80)%

  18.04%

  32.90%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  1.36%

  1.34%

  1.32%

  1.37%

  1.65% A

Expenses net of fee waivers, if any

  1.35%

  1.34%

  1.32%

  1.37%

  1.50% A

Expenses net of all reductions

  1.34%

  1.33%

  1.31%

  1.36%

  1.48% A

Net investment income (loss)

  1.12%

  .80%

  .71%

  1.35% H

  (.15)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 71,293

$ 99,694

$ 127,979

$ 60,370

$ 15,705

Portfolio turnover rate G

  65%

  91%

  71%

  54%

  25% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .42%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Amount represents less than $.01 per share.

L Total distributions of $.20 per share is comprised of distributions from net investment income of $.133 and distributions from net realized gain of $.062 per share.

M Total distributions of $.07 per share is comprised of distributions from net investment income of $.052 and distributions from net realized gain of $.014 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.54

$ 15.08

$ 15.55

$ 13.27

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .12

  .08

  .07

  .16 H

  (.03)

Net realized and unrealized gain (loss)

  (.45)

  (.60)

  (.38)

  2.19

  3.29

Total from investment operations

  (.33)

  (.52)

  (.31)

  2.35

  3.26

Distributions from net investment income

  (.08)

  (.01)

  (.10)

  -

  -

Distributions from net realized gain

  -

  (.01)

  (.06)

  (.07)

  -

Total distributions

  (.08)

  (.02)

  (.16)

  (.07)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 14.13

$ 14.54

$ 15.08

$ 15.55

$ 13.27

Total Return B, C, D

  (2.26)%

  (3.43)%

  (2.09)%

  17.73%

  32.70%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  1.62%

  1.61%

  1.60%

  1.63%

  2.04% A

Expenses net of fee waivers, if any

  1.61%

  1.61%

  1.60%

  1.63%

  1.75% A

Expenses net of all reductions

  1.60%

  1.60%

  1.59%

  1.61%

  1.73% A

Net investment income (loss)

  .86%

  .53%

  .43%

  1.10% H

  (.40)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 12,551

$ 16,692

$ 20,831

$ 11,762

$ 4,665

Portfolio turnover rate G

  65%

  91%

  71%

  54%

  25% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the sales charges.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .17%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class B

Years ended October 31,

2013

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.41

$ 15.00

$ 15.46

$ 13.22

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .05

  - K

  (.01)

  .08 H

  (.07)

Net realized and unrealized gain (loss)

  (.45)

  (.59)

  (.39)

  2.20

  3.28

Total from investment operations

  (.40)

  (.59)

  (.40)

  2.28

  3.21

Distributions from net investment income

  - K

  -

  -

  -

  -

Distributions from net realized gain

  -

  -

  (.06)

  (.04)

  -

Total distributions

  - K

  -

  (.06)

  (.04)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 14.01

$ 14.41

$ 15.00

$ 15.46

$ 13.22

Total Return B, C, D

  (2.75)%

  (3.93)%

  (2.62)%

  17.23%

  32.20%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  2.11%

  2.10%

  2.11%

  2.16%

  2.66% A

Expenses net of fee waivers, if any

  2.11%

  2.10%

  2.11%

  2.16%

  2.25% A

Expenses net of all reductions

  2.10%

  2.10%

  2.10%

  2.15%

  2.23% A

Net investment income (loss)

  .36%

  .03%

  (.09)%

  .56% H

  (.90)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,303

$ 3,097

$ 4,324

$ 4,348

$ 2,726

Portfolio turnover rate G

  65%

  91%

  71%

  54%

  25% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.37)%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012

2011

2010

2009 I

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.37

$ 14.95

$ 15.45

$ 13.22

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) E

  .05

  .01

  (.01)

  .08 H

  (.07)

Net realized and unrealized gain (loss)

  (.44)

  (.59)

  (.38)

  2.19

  3.28

Total from investment operations

  (.39)

  (.58)

  (.39)

  2.27

  3.21

Distributions from net investment income

  (.02)

  -

  (.05)

  -

  -

Distributions from net realized gain

  -

  -

  (.06)

  (.04)

  -

Total distributions

  (.02)

  -

  (.11)

  (.04)

  -

Redemption fees added to paid in capital E

  - K

  - K

  - K

  - K

  .01

Net asset value, end of period

$ 13.96

$ 14.37

$ 14.95

$ 15.45

$ 13.22

Total Return B, C, D

  (2.75)%

  (3.88)%

  (2.58)%

  17.21%

  32.20%

Ratios to Average Net Assets F, J

 

 

 

 

 

Expenses before reductions

  2.11%

  2.10%

  2.09%

  2.14%

  2.53% A

Expenses net of fee waivers, if any

  2.11%

  2.10%

  2.09%

  2.14%

  2.25% A

Expenses net of all reductions

  2.10%

  2.09%

  2.08%

  2.13%

  2.23% A

Net investment income (loss)

  .36%

  .03%

  (.07)%

  .58% H

  (.90)% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 23,830

$ 31,865

$ 37,185

$ 14,338

$ 4,798

Portfolio turnover rate G

  65%

  91%

  71%

  54%

  25% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Total returns do not include the effect of the contingent deferred sales charge.

E Calculated based on average shares outstanding during the period.

F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.34)%.

I For the period March 25, 2009 (commencement of operations) to October 31, 2009.

J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

K Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Global Commodity Stock

Years ended October 31,

2013

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.66

$ 15.21

$ 15.66

$ 13.31

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .19

  .15

  .16

  .23 G

  .01

Net realized and unrealized gain (loss)

  (.45)

  (.60)

  (.39)

  2.21

  3.29

Total from investment operations

  (.26)

  (.45)

  (.23)

  2.44

  3.30

Distributions from net investment income

  (.16)

  (.08)

  (.16)

  (.01)

  -

Distributions from net realized gain

  -

  (.01)

  (.06)

  (.08)

  -

Total distributions

  (.16)

  (.10) K

  (.22)

  (.09)

  -

Redemption fees added to paid in capital D

  - J

  - J

  - J

  - J

  .01

Net asset value, end of period

$ 14.24

$ 14.66

$ 15.21

$ 15.66

$ 13.31

Total Return B, C

  (1.75)%

  (2.96)%

  (1.59)%

  18.38%

  33.10%

Ratios to Average Net Assets E, I

 

 

 

 

 

Expenses before reductions

  1.11%

  1.10%

  1.08%

  1.10%

  1.42% A

Expenses net of fee waivers, if any

  1.11%

  1.10%

  1.08%

  1.10%

  1.25% A

Expenses net of all reductions

  1.09%

  1.09%

  1.07%

  1.09%

  1.23% A

Net investment income (loss)

  1.37%

  1.04%

  .95%

  1.62% G

  .10% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 273,476

$ 387,242

$ 531,224

$ 310,186

$ 159,439

Portfolio turnover rate F

  65%

  91%

  71%

  54%

  25% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .69%.

H For the period March 25, 2009 (commencement of operations) to October 31, 2009.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Total distributions of $.10 per share is comprised of distributions from net investment income of $.084 and distributions from net realized gain of $.014 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012

2011

2010

2009 H

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 14.67

$ 15.22

$ 15.66

$ 13.31

$ 10.00

Income from Investment Operations

 

 

 

 

 

Net investment income (loss) D

  .20

  .16

  .16

  .23 G

  .01

Net realized and unrealized gain (loss)

  (.45)

  (.60)

  (.38)

  2.21

  3.29

Total from investment operations

  (.25)

  (.44)

  (.22)

  2.44

  3.30

Distributions from net investment income

  (.18)

  (.09)

  (.16)

  (.01)

  -

Distributions from net realized gain

  -

  (.01)

  (.06)

  (.08)

  -

Total distributions

  (.18)

  (.11) K

  (.22)

  (.09)

  -

Redemption fees added to paid in capital D

  - J

  - J

  - J

  - J

  .01

Net asset value, end of period

$ 14.24

$ 14.67

$ 15.22

$ 15.66

$ 13.31

Total Return B, C

  (1.71)%

  (2.90)%

  (1.50)%

  18.39%

  33.10%

Ratios to Average Net Assets E, I

 

 

 

 

 

Expenses before reductions

  1.04%

  1.04%

  1.03%

  1.09%

  1.36% A

Expenses net of fee waivers, if any

  1.04%

  1.04%

  1.03%

  1.09%

  1.25% A

Expenses net of all reductions

  1.03%

  1.03%

  1.03%

  1.07%

  1.23% A

Net investment income (loss)

  1.43%

  1.10%

  .99%

  1.64% G

  .10% A

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 31,613

$ 50,540

$ 58,925

$ 35,739

$ 9,811

Portfolio turnover rate F

  65%

  91%

  71%

  54%

  25% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.13 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .71%.

H For the period March 25, 2009 (commencement of operations) to October 31, 2009.

I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

J Amount represents less than $.01 per share.

K Total distributions of $.11 per share is comprised of distributions from net investment income of $.093 and distributions from net realized gain of $.014 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity Global Commodity Stock Fund (the Fund) is a non-diversified fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Global Commodity Stock and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. 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. 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

Annual Report

3. Significant Accounting Policies - continued

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

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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.

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

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), partnerships, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 30,185,400

Gross unrealized depreciation

(86,132,208)

Net unrealized appreciation (depreciation) on securities and other investments

$ (55,946,808)

 

 

Tax Cost

$ 476,266,118

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 4,627,021

Capital loss carryforward

$ (35,236,790)

Net unrealized appreciation (depreciation)

$ (55,935,844)

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

 

2019

$ (6,952,413)

No expiration

 

Short-term

(22,719,124)

Long-term

(5,565,253)

Total no expiration

(28,284,377)

Total capital loss carryforward

$ (35,236,790)

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 5,697,049

$ 4,364,384

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.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $311,798,862 and $462,703,874, 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. For the reporting period, the total annual management fee rate was .71% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 208,174

$ 2,543

Class T

.25%

.25%

69,496

436

Class B

.75%

.25%

26,532

19,956

Class C

.75%

.25%

269,653

34,543

 

 

 

$ 573,855

$ 57,478

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

$ 27,444

Class T

2,976

Class B*

7,373

Class C*

3,342

 

$ 41,135

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales
are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 246,621

.30

Class T

42,562

.31

Class B

7,942

.30

Class C

81,004

.30

Global Commodity Stock

944,581

.30

Institutional Class

100,298

.23

 

$ 1,423,008

 

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 $19,771 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

$ 3,605,577

.41%

$ 1,065

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

Annual Report

Notes to Financial Statements - continued

6. Committed Line of Credit - continued

agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,125 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. 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 $554,965, including $24,917 from securities loaned to FCM.

8. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average loan balance during the period for which loans were outstanding amounted to $1,129,500. The weighted average interest rate was .65%. The interest expense amounted to $41 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

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 $62,291 for the period.

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $7,144.

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

$ 864,701

$ 437,422

Class T

89,063

12,232

Class B

847

-

Class C

32,277

-

Global Commodity Stock

4,073,304

2,878,965

Institutional Class

636,857

364,302

Total

$ 5,697,049

$ 3,692,921

From net realized gain

 

 

Class A

$ -

$ 117,768

Class T

-

19,027

Global Commodity Stock

-

479,827

Institutional Class

-

54,841

Total

$ -

$ 671,463

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

1,201,755

1,675,922

$ 16,769,552

$ 24,194,276

Reinvestment of distributions

52,559

32,805

744,754

472,060

Shares redeemed

(3,054,897)

(3,329,384)

(42,479,556)

(47,357,051)

Net increase (decrease)

(1,800,583)

(1,620,657)

$ (24,965,250)

$ (22,690,715)

Class T

 

 

 

 

Shares sold

130,604

189,622

$ 1,791,142

$ 2,764,209

Reinvestment of distributions

5,824

1,948

82,471

28,015

Shares redeemed

(396,060)

(424,718)

(5,490,961)

(6,023,857)

Net increase (decrease)

(259,632)

(233,148)

$ (3,617,348)

$ (3,231,633)

Annual Report

Notes to Financial Statements - continued

11. Share Transactions - continued

 

Shares

Dollars

Years ended October 31,

2013

2012

2013

2012

Class B

 

 

 

 

Shares sold

7,047

7,831

$ 98,902

$ 113,787

Reinvestment of distributions

54

-

758

-

Shares redeemed

(57,569)

(81,206)

(793,852)

(1,157,702)

Net increase (decrease)

(50,468)

(73,375)

$ (694,192)

$ (1,043,915)

Class C

 

 

 

 

Shares sold

368,295

492,632

$ 5,059,285

$ 7,143,884

Reinvestment of distributions

1,963

-

27,576

-

Shares redeemed

(880,659)

(761,541)

(12,048,987)

(10,673,957)

Net increase (decrease)

(510,401)

(268,909)

$ (6,962,126)

$ (3,530,073)

Global Commodity Stock

 

 

 

 

Shares sold

5,296,700

7,606,851

$ 74,369,495

$ 109,989,271

Reinvestment of distributions

264,635

210,059

3,760,465

3,031,159

Shares redeemed

(12,764,042)

(16,330,927)

(177,408,171)

(233,733,610)

Net increase (decrease)

(7,202,707)

(8,514,017)

$ (99,278,211)

$ (120,713,180)

Institutional Class

 

 

 

 

Shares sold

1,153,936

1,589,148

$ 16,235,437

$ 22,944,496

Reinvestment of distributions

25,953

18,526

368,529

267,335

Shares redeemed

(2,405,021)

(2,034,602)

(33,510,048)

(28,631,896)

Net increase (decrease)

(1,225,132)

(426,928)

$ (16,906,082)

$ (5,420,065)

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 10% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity Global Commodity Stock Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Global Commodity Stock Fund (a fund of Fidelity Investment Trust) at October 31, 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 periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Global Commodity Stock Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 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. O'Hanley, Mr. Lautenbach, 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.

Annual Report

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 1-877-208-0098.

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

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 Global Commodity Stock Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/09/13

12/06/13

$0.188

$0.013

Institutional Class designates 53% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class designates 100% of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/10/12

$0.187

$0.0105

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 Global Commodity Stock Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, 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.

Annual Report

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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 for the most recent one- and three-year periods, as shown below. A peer group comparison is not shown below.

Annual Report

Fidelity Global Commodity Stock Fund

csi1195375

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps 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 31% means that 69% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to 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, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Global Commodity Stock Fund

csi1195377

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.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

The Board noted that the total expense ratio of each of Class A, Class C, Institutional Class, and the retail class ranked below its competitive median for 2012, the total expense ratio of Class B ranked equal to its competitive median for 2012, and the total expense ratio of Class T 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 Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of 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.

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

FIL Investment Advisors

FIL Investments (Japan) Limited

FIL Investment Advisors
(U.K.) Limited

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company
Quincy, MA

(Fidelity Investment logo)(registered trademark)

AGCSI-UANN-1213
1.879388.104

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Total Emerging Markets

Fund - Class A, Class T,
and Class C

Annual Report

October 31, 2013

(Fidelity Cover Art)

Class A, Class T, and
Class C are classes of
Fidelity® Total Emerging
Markets Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Life of fund A

  Class A (incl. 5.75% sales charge)

0.12%

4.37%

  Class T (incl. 3.50% sales charge)

2.23%

5.35%

  Class C (incl. contingent deferred sales charge) B

4.31%

6.68%

A From November 1, 2011.

B Class C shares' contingent deferred sales charges included in the past one year and life of fund total return figures are 1% and 0%, respectively.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Total Emerging Markets Fund - Class A on November 1, 2011, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® Emerging Markets Index performed over the same period.

ate1384690

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 persistent preference for higher-risk assets. The period was not without turbulence, however. In the spring and summer, world central banks, especially in the U.S. and China, made clear their intentions to maintain accommodative monetary policies. That stance, along with modest cyclical improvements around the globe and generally low valuations, underpinned the broad rally in equities. Europe (+32%) shone, with most markets on the Continent notching solid, index-beating gains. Another bright spot, Japan, posted a 34% full-year result, despite a struggling yen and a weak second half. The U.S. - by far the largest index component - also outperformed, up roughly 28%. 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 shown by results in Brazil (-1%), Russia (+12%), India (+1%) and China (+8%). Against a strong tilt toward equities, global bond markets fell flat, with the Barclays® Global Aggregate GDP Weighted Index returning -0.15% for the full period.

Comments from John Carlson, Lead Portfolio Manager of Fidelity Advisor® Total Emerging Markets Fund: For the year, the fund's Class A, Class T and Class C shares gained 6.23%, 5.93% and 5.31%, respectively (excluding sales charges). By comparison, the fund's primary benchmark, the MSCI® Emerging Markets Index, returned 6.90%, while the Fidelity Total Emerging Markets Composite IndexSM advanced 3.07%. Versus the Composite index, the biggest boost came from security selection among equities. Here, the top individual contributor was Taiwan's ECLAT Textile, a supplier of performance fabrics that enjoyed pricing power for its products. We also were helped by Mobile TeleSystems, a Russian wireless telecom provider that was lifted by easing competitive conditions and upward revisions to its earnings forecasts. Conversely, the materials sector was the only notable area of weakness. Turning to emerging-markets (EM) debt, an underweighting here was helpful, as were our picks in Venezuela. Detractors included security selection in Russia and Mexico, as our holdings here were primarily long-duration securities that underperformed. It also hurt to largely avoid Argentina, which rallied significantly.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Fidelity Total Emerging Markets Fund


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 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.

Annual Report

 

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

1.65%

 

 

 

Actual

 

$ 1,000.00

$ 1,010.70

$ 8.36

HypotheticalA

 

$ 1,000.00

$ 1,016.89

$ 8.39

Class T

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,008.90

$ 9.62

HypotheticalA

 

$ 1,000.00

$ 1,015.63

$ 9.65

Class C

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,006.20

$ 12.14

HypotheticalA

 

$ 1,000.00

$ 1,013.11

$ 12.18

Total Emerging Markets

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.50

$ 7.10

HypotheticalA

 

$ 1,000.00

$ 1,018.15

$ 7.12

Institutional Class

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.50

$ 7.10

HypotheticalA

 

$ 1,000.00

$ 1,018.15

$ 7.12

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 Total Emerging Markets Fund


Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Samsung Electronics Co. Ltd. (Korea (South), Semiconductors & Semiconductor Equipment)

3.6

4.0

Taiwan Semiconductor Manufacturing Co. Ltd. (Taiwan, Semiconductors & Semiconductor Equipment)

2.4

2.4

Tencent Holdings Ltd. (Cayman Islands, Internet Software & Services)

1.6

0.8

Sberbank (Savings Bank of the Russian Federation) (Russia, Commercial Banks)

1.6

1.3

Industrial & Commercial Bank of China Ltd. (H Shares) (China, Commercial Banks)

1.4

1.1

 

10.6

Top Five Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.9

21.9

Information Technology

12.5

10.7

Energy

11.4

13.0

Materials

7.8

8.1

Telecommunication Services

6.7

6.2

Top Five Countries as of October 31, 2013

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Korea (South)

14.1

10.9

Russia

7.8

8.1

Brazil

7.8

10.1

Cayman Islands

6.8

5.6

Taiwan

5.5

5.9

Percentages are adjusted for the effect of open futures contracts, if applicable.

Asset Allocation (% of fund's net assets)

As of October 31, 2013

As of April 30, 2013

ate1384692

Stocks and
Equity Futures 76.5%

 

ate1384692

Stocks 75.7%

 

ate1384695

Bonds 22.2%

 

ate1384695

Bonds 22.3%

 

ate1384698

Short-Term
Investments and
Net Other Assets
(Liabilities) 1.3%

 

ate1384698

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.0%

 

ate1384701

Annual Report

Fidelity Total Emerging Markets Fund


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 72.7%

Shares

Value

Argentina - 0.1%

Grupo Financiero Galicia SA sponsored ADR

13,090

$ 126,711

Austria - 0.4%

Erste Group Bank AG

8,890

313,529

Bailiwick of Jersey - 0.3%

Atrium European Real Estate Ltd.

45,129

269,973

Bermuda - 1.4%

Aquarius Platinum Ltd. (Australia) (a)

117,431

77,138

BW Offshore Ltd.

228,373

313,420

Cosan Ltd. Class A

17,863

281,521

GP Investments Ltd. Class A (depositary receipt) (a)

101,622

182,359

Shangri-La Asia Ltd.

110,000

201,470

Stolt-Nielsen SA

7,271

205,804

TOTAL BERMUDA

1,261,712

Brazil - 6.8%

Anhanguera Educacional Participacoes SA

34,600

206,964

Arezzo Industria e Comercio SA

9,700

145,054

BHG SA (Brazil Hospitality Group) (a)

13,600

99,563

BR Properties SA

42,820

363,173

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

8,700

323,640

Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) sponsored ADR

20,630

218,884

Companhia Paranaense de Energia-Copel (PN-B) sponsored ADR

13,665

189,670

Estacio Participacoes SA

24,200

186,885

Fibria Celulose SA (a)

10,000

129,676

Gerdau SA sponsored ADR

44,800

355,264

Itau Unibanco Holding SA sponsored ADR

76,790

1,183,334

Petroleo Brasileiro SA - Petrobras:

(PN) sponsored ADR (non-vtg.)

11,606

210,765

sponsored ADR

26,526

462,348

Smiles SA

14,300

187,607

TIM Participacoes SA sponsored ADR

3,280

83,378

Ultrapar Participacoes SA

21,700

578,292

Vale SA (PN-A) sponsored ADR

72,200

1,057,008

TOTAL BRAZIL

5,981,505

British Virgin Islands - 0.0%

Luxoft Holding, Inc.

1,100

32,142

Canada - 0.6%

First Quantum Minerals Ltd.

12,500

237,136

Common Stocks - continued

Shares

Value

Canada - continued

Goldcorp, Inc.

5,900

$ 150,294

Pan American Silver Corp.

9,200

97,612

Torex Gold Resources, Inc. (a)

61,700

68,644

TOTAL CANADA

553,686

Cayman Islands - 6.1%

21Vianet Group, Inc. ADR (a)

10,920

196,560

58.com, Inc. ADR

300

7,236

Anta Sports Products Ltd.

149,000

213,708

Anton Oilfield Services Group

356,000

224,997

China Liansu Group Holdings Ltd.

270,000

172,733

Cimc Enric Holdings Ltd.

124,000

174,652

Ctrip.com International Ltd. sponsored ADR (a)

4,400

238,700

Eurasia Drilling Co. Ltd. GDR (Reg. S)

8,934

378,355

GCL-Poly Energy Holdings Ltd. (a)

1,193,000

366,225

Greatview Aseptic Pack Co. Ltd.

398,000

250,515

Haitian International Holdings Ltd.

78,000

187,932

Hengan International Group Co. Ltd.

42,000

514,369

Hilong Holding Ltd.

166,000

110,481

Springland International Holdings Ltd.

300,000

164,452

Tencent Holdings Ltd.

25,800

1,408,301

Uni-President China Holdings Ltd.

272,000

271,895

Veripos

29,165

144,036

Xueda Education Group sponsored ADR

28,100

131,508

Yingde Gases Group Co. Ltd.

188,000

193,020

TOTAL CAYMAN ISLANDS

5,349,675

Chile - 1.2%

Banco Santander Chile

5,905,977

362,948

Embotelladora Andina SA ADR

2,300

59,570

Empresa Nacional de Electricidad SA

110,318

168,196

Empresa Nacional de Telecomunicaciones SA (ENTEL)

12,847

197,702

Inversiones La Construccion SA

7,739

116,179

Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR

4,200

115,962

TOTAL CHILE

1,020,557

China - 5.3%

Anhui Conch Cement Co. Ltd. (H Shares)

73,000

254,695

BBMG Corp. (H Shares)

351,500

252,075

China Communications Construction Co. Ltd. (H Shares)

349,000

284,944

China Construction Bank Corp. (H Shares)

653,000

507,037

China Pacific Insurance Group Co. Ltd. (H Shares)

251,600

908,655

Common Stocks - continued

Shares

Value

China - continued

China Suntien Green Energy Corp. Ltd. (H Shares)

247,200

$ 86,407

China Telecom Corp. Ltd. (H Shares)

846,157

441,995

Industrial & Commercial Bank of China Ltd. (H Shares)

1,739,000

1,217,950

Maanshan Iron & Steel Ltd. (H Shares) (a)

568,000

145,059

PICC Property & Casualty Co. Ltd. (H Shares)

177,000

271,219

Weichai Power Co. Ltd. (H Shares)

59,400

237,891

TOTAL CHINA

4,607,927

Cyprus - 0.3%

Globaltrans Investment PLC GDR (Reg. S)

19,300

293,360

Czech Republic - 0.1%

Ceske Energeticke Zavody A/S

1,780

51,236

Denmark - 0.2%

Auriga Industries A/S Series B (a)

5,323

208,821

France - 0.2%

Technip SA

1,888

197,769

Hong Kong - 1.3%

AIA Group Ltd.

32,100

162,922

CNOOC Ltd.

24,000

48,815

CNOOC Ltd. sponsored ADR

700

141,617

Far East Horizon Ltd.

343,000

250,846

Lenovo Group Ltd.

418,000

447,491

Sinotruk Hong Kong Ltd.

233,500

122,277

TOTAL HONG KONG

1,173,968

India - 5.3%

Axis Bank Ltd.

31,183

618,711

Bajaj Auto Ltd.

6,012

207,792

Bharti Airtel Ltd.

42,507

253,218

Bharti Infratel Ltd.

81,097

216,942

Eicher Motors Ltd.

3,283

210,853

Grasim Industries Ltd.

4,724

222,055

Indiabulls Real Estate Ltd.

167,722

170,514

ITC Ltd.

106,950

581,401

JK Cement Ltd.

21,830

68,493

Larsen & Toubro Ltd.

19,537

308,698

Lupin Ltd.

14,534

215,798

Maruti Suzuki India Ltd. 

11,768

312,456

Mundra Port and SEZ Ltd.

107,251

253,230

NHPC Ltd.

481,849

141,527

NTPC Ltd.

107,028

258,956

Petronet LNG Ltd.

78,017

157,303

Common Stocks - continued

Shares

Value

India - continued

Phoenix Mills Ltd. (a)

34,705

$ 131,895

SREI Infrastructure Finance Ltd.

435,998

144,687

Ultratech Cemco Ltd.

5,561

177,490

TOTAL INDIA

4,652,019

Indonesia - 1.3%

PT AKR Corporindo Tbk

247,500

106,486

PT Bakrieland Development Tbk (a)

21,996,000

97,564

PT Bank Rakyat Indonesia Tbk

398,000

278,925

PT Bank Tabungan Negara Tbk

1,280,200

110,161

PT Kalbe Farma Tbk

1,665,500

192,073

PT Telkomunikasi Indonesia Tbk sponsored ADR

7,626

310,836

TOTAL INDONESIA

1,096,045

Isle of Man - 0.0%

IBS Group Holding Ltd. GDR (Reg. S)

1,300

35,116

Israel - 0.2%

NICE Systems Ltd. sponsored ADR

4,500

176,310

Kenya - 0.3%

Equity Bank Ltd.

576,900

239,953

Korea (South) - 13.2%

AMOREPACIFIC Group, Inc.

727

256,541

Daewoo International Corp.

17,225

635,420

Daou Technology, Inc.

11,720

160,679

E-Mart Co. Ltd.

2,632

629,926

Hana Financial Group, Inc.

26,070

1,004,695

Hankook Shell Oil Co. Ltd.

265

131,341

Hyundai Industrial Development & Construction Co.

11,590

257,730

Hyundai Mobis

1,115

314,660

KB Financial Group, Inc.

25,480

1,002,989

Korea Electric Power Corp. (a)

9,825

262,255

Korea Plant Service & Engineering Co. Ltd.

370

18,757

Korean Reinsurance Co.

27,060

303,420

KT&G Corp.

3,666

267,710

LG Chemical Ltd.

1,313

370,537

LG Corp.

5,031

297,229

Lotte Chemical Corp.

822

168,462

NHN Corp.

1,129

635,094

Oci Co. Ltd.

1,507

272,637

POSCO sponsored ADR

5,000

372,300

Samsung Electronics Co. Ltd.

2,306

3,183,223

Samsung Life Insurance Co. Ltd.

4,099

403,612

Common Stocks - continued

Shares

Value

Korea (South) - continued

SK Hynix, Inc. (a)

8,360

$ 251,679

SK Telecom Co. Ltd.

1,502

327,153

TOTAL KOREA (SOUTH)

11,528,049

Luxembourg - 0.3%

Subsea 7 SA

12,335

260,871

Malaysia - 0.3%

Petronas Dagangan Bhd

22,500

218,121

Tenaga Nasional Bhd

10,950

32,713

TOTAL MALAYSIA

250,834

Mexico - 4.0%

Alpek SA de CV

42,600

92,434

America Movil S.A.B. de CV Series L sponsored ADR

35,713

764,615

CEMEX SA de CV sponsored ADR

26,435

279,682

El Puerto de Liverpool S.A.B. de CV Class C

20,300

219,240

Fomento Economico Mexicano S.A.B. de CV sponsored ADR

5,450

508,485

Gruma S.A.B. de CV Series B (a)

49,500

339,251

Grupo Comercial Chedraui S.A.B. de CV

70,900

221,711

Grupo Financiero Banorte S.A.B. de CV Series O

65,600

418,722

Grupo Televisa SA de CV (CPO) sponsored ADR

21,000

639,240

TOTAL MEXICO

3,483,380

Netherlands - 0.3%

Fugro NV (Certificaten Van Aandelen)

4,347

272,000

Nigeria - 1.3%

Guaranty Trust Bank PLC GDR (Reg. S)

53,750

419,250

Zenith Bank PLC

5,102,305

692,088

TOTAL NIGERIA

1,111,338

Norway - 0.9%

ElectroMagnetic GeoServices ASA (a)

77,389

89,374

Spectrum ASA

12,824

74,320

TGS Nopec Geophysical Co. ASA

21,811

600,136

TOTAL NORWAY

763,830

Panama - 0.3%

Copa Holdings SA Class A

2,060

308,052

Philippines - 1.1%

Alliance Global Group, Inc.

344,300

209,934

Common Stocks - continued

Shares

Value

Philippines - continued

Metropolitan Bank & Trust Co.

137,074

$ 282,300

Robinsons Land Corp.

915,700

480,999

TOTAL PHILIPPINES

973,233

Poland - 0.4%

Powszechny Zaklad Ubezpieczen SA

1,874

285,205

Telekomunikacja Polska SA

24,900

80,673

TOTAL POLAND

365,878

Portugal - 0.4%

BPI-SGPS SA (a)

56,385

89,571

Jeronimo Martins SGPS SA

11,900

219,900

TOTAL PORTUGAL

309,471

Russia - 5.3%

DIXY Group OJSC (a)

6,505

85,739

E.ON Russia JSC

6,198,200

481,233

Gazprom OAO sponsored ADR

51,032

476,129

LUKOIL Oil Co.

1,100

72,165

Magnit OJSC

1,776

477,914

Mobile TeleSystems OJSC

83,280

876,666

Norilsk Nickel OJSC ADR

15,400

233,156

RusHydro JSC sponsored ADR

25,070

42,218

Sberbank (Savings Bank of the Russian Federation)

433,550

1,389,707

Sistema JSFC

277,400

309,068

VTB Bank OJSC sponsored GDR (Reg. S)

84,600

235,103

TOTAL RUSSIA

4,679,098

Singapore - 1.1%

Ezion Holdings Ltd.

263,000

474,255

First Resources Ltd.

160,000

251,167

Super Group Ltd. Singapore

60,000

203,349

TOTAL SINGAPORE

928,771

South Africa - 3.8%

Aspen Pharmacare Holdings Ltd.

14,400

400,883

Barclays Africa Group Ltd.

17,591

271,590

Blue Label Telecoms Ltd.

54,600

51,343

Impala Platinum Holdings Ltd.

18,500

224,829

JSE Ltd.

17,210

150,521

Life Healthcare Group Holdings Ltd.

66,300

270,781

MTN Group Ltd.

32,350

643,020

Naspers Ltd. Class N

10,800

1,010,205

Common Stocks - continued

Shares

Value

South Africa - continued

Reunert Ltd.

20,200

$ 141,860

Wilson Bayly Holmes-Ovcon Ltd.

7,900

138,495

TOTAL SOUTH AFRICA

3,303,527

Sri Lanka - 0.2%

Dialog Axiata PLC

2,387,100

165,948

Taiwan - 5.5%

Chipbond Technology Corp.

74,000

149,332

Chroma ATE, Inc.

43,000

91,449

Cleanaway Co. Ltd.

23,000

143,774

E.SUN Financial Holdings Co. Ltd.

411,700

274,840

ECLAT Textile Co. Ltd.

26,660

293,002

Hon Hai Precision Industry Co. Ltd. (Foxconn)

28,950

73,272

King Slide Works Co. Ltd.

6,000

52,998

MediaTek, Inc.

41,000

559,946

Taiwan Fertilizer Co. Ltd.

156,300

371,700

Taiwan Semiconductor Manufacturing Co. Ltd.

381,000

1,401,553

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

36,242

667,215

Tong Hsing Electronics Industries Ltd.

26,000

137,354

Unified-President Enterprises Corp.

135,739

258,243

Universal Cement Corp.

79,000

72,465

Yuanta Financial Holding Co. Ltd.

443,500

241,074

TOTAL TAIWAN

4,788,217

Thailand - 0.5%

Bangkok Bank PCL (For. Reg.)

61,700

408,360

Togo - 0.2%

Ecobank Transnational, Inc.

2,409,565

210,609

Turkey - 0.9%

Aygaz A/S

24,074

110,225

Tupras Turkiye Petrol Rafinelleri A/S

15,400

349,465

Turkiye Halk Bankasi A/S

36,800

297,718

TOTAL TURKEY

757,408

United Kingdom - 0.4%

John Wood Group PLC

19,934

259,533

Mondi PLC

6,900

123,247

TOTAL UNITED KINGDOM

382,780

United States of America - 0.9%

Cognizant Technology Solutions Corp. Class A (a)

2,400

208,632

InvenSense, Inc. (a)

13,111

221,445

Common Stocks - continued

Shares

Value

United States of America - continued

Sohu.com, Inc. (a)

3,700

$ 247,752

Universal Display Corp. (a)

2,247

71,679

TOTAL UNITED STATES OF AMERICA

749,508

TOTAL COMMON STOCKS

(Cost $54,256,585)


63,643,176

Nonconvertible Preferred Stocks - 3.4%

 

 

 

 

Brazil - 1.0%

Alpargatas Sa (PN)

28,500

197,192

Banco do Estado Rio Grande do Sul SA

25,700

185,276

Braskem SA (PN-A)

20,300

180,146

Companhia Paranaense de Energia-Copel (PN-B)

715

9,971

Lojas Americanas SA (PN)

38,333

283,707

TOTAL BRAZIL

856,292

Chile - 0.2%

Embotelladora Andina SA Class A

47,759

202,317

Korea (South) - 0.9%

Hyundai Motor Co. Series 2

3,701

418,476

Samsung Electronics Co. Ltd.

374

360,862

TOTAL KOREA (SOUTH)

779,338

Russia - 1.3%

Sberbank (Savings Bank of the Russian Federation)

292,600

755,706

Surgutneftegas

476,850

354,618

TOTAL RUSSIA

1,110,324

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $2,357,183)


2,948,271

Nonconvertible Bonds - 7.4%

 

Principal
Amount (c)

 

Bailiwick of Jersey - 0.2%

Polyus Gold International Ltd. 5.625% 4/29/20 (e)

$ 200,000

199,500

Canada - 0.5%

Pacific Rubiales Energy Corp. 7.25% 12/12/21 (e)

400,000

441,000

Cayman Islands - 0.6%

Odebrecht Finance Ltd. 7.5% (e)(f)

475,000

475,000

Nonconvertible Bonds - continued

 

Principal
Amount (c)

Value

Costa Rica - 0.2%

Instituto Costarricense de Electricidad 6.95% 11/10/21 (e)

$ 200,000

$ 211,000

Georgia - 0.4%

Georgia Bank Joint Stock Co. 7.75% 7/5/17 (e)

300,000

319,500

Indonesia - 0.2%

PT Pertamina Persero 5.625% 5/20/43 (e)

200,000

168,500

Israel - 0.3%

Israel Electric Corp. Ltd. 6.7% 2/10/17 (e)

250,000

270,625

Kazakhstan - 1.0%

KazMunaiGaz Finance Sub BV 7% 5/5/20 (e)

150,000

171,570

KazMunaiGaz National Co. 5.75% 4/30/43 (e)

300,000

272,220

Zhaikmunai International BV 7.125% 11/13/19 (e)

400,000

424,000

TOTAL KAZAKHSTAN

867,790

Luxembourg - 0.7%

Millicom International Cellular SA 4.75% 5/22/20 (e)

200,000

188,000

RSHB Capital SA:

5.1% 7/25/18 (e)

200,000

204,240

5.298% 12/27/17 (e)

200,000

207,500

TOTAL LUXEMBOURG

599,740

Mexico - 1.2%

America Movil S.A.B. de CV 6.45% 12/5/22

MXN

9,750,000

701,251

Petroleos Mexicanos 6.625% (e)(f)

300,000

309,000

TOTAL MEXICO

1,010,251

Netherlands - 0.3%

Indosat Palapa Co. BV 7.375% 7/29/20 (e)

100,000

107,625

Mozambique Ematum Finance 2020 6.305% 9/11/20 (Reg. S)

200,000

188,500

TOTAL NETHERLANDS

296,125

Paraguay - 0.2%

Telefonica Celular del Paraguay SA 6.75% 12/13/22 (e)

200,000

203,000

Trinidad & Tobago - 0.2%

Petroleum Co. of Trinidad & Tobago Ltd. 9.75% 8/14/19 (e)

150,000

190,875

Turkey - 0.2%

Arcelik A/S 5% 4/3/23 (e)

200,000

180,000

Nonconvertible Bonds - continued

 

Principal
Amount (c)

Value

Venezuela - 1.2%

Petroleos de Venezuela SA 8.5% 11/2/17 (e)

$ 1,200,000

$ 1,077,000

TOTAL NONCONVERTIBLE BONDS

(Cost $6,679,240)


6,509,906

Government Obligations - 14.9%

 

Armenia - 0.2%

Republic of Armenia 6% 9/30/20 (e)

200,000

196,750

Aruba - 0.4%

Aruba Government 4.625% 9/14/23 (e)

400,000

376,000

Azerbaijan - 0.4%

State Oil Co. of Azerbaijan Republic 5.45% 2/9/17 (Reg. S)

300,000

321,000

Bahrain - 0.2%

Bahrain Kingdom 6.125% 8/1/23 (e)

200,000

207,000

Barbados - 0.1%

Barbados Government 7% 8/4/22 (e)

100,000

95,000

Belarus - 0.5%

Belarus Republic:

8.75% 8/3/15 (Reg. S)

325,000

325,813

8.95% 1/26/18

100,000

99,250

TOTAL BELARUS

425,063

Belize - 0.2%

Belize Government 5% 2/20/38 (d)(e)

332,500

204,488

Bermuda - 0.1%

Bermuda Government 5.603% 7/20/20 (e)

100,000

106,625

Bolivia - 0.2%

Plurinational State of Bolivia 4.875% 10/29/22 (e)

200,000

195,000

Cayman Islands - 0.1%

Cayman Island Government 5.95% 11/24/19 (e)

100,000

112,000

Congo - 0.3%

Congo Republic 3.5% 6/30/29 (d)

325,883

286,777

Dominican Republic - 0.2%

Dominican Republic 5.875% 4/18/24 (e)

150,000

146,250

Ecuador - 0.5%

Ecuador Republic 9.375% 12/15/15 (e)

386,000

409,160

Government Obligations - continued

 

Principal
Amount (c)

Value

El Salvador - 0.2%

El Salvador Republic 7.625% 2/1/41 (e)

$ 150,000

$ 156,375

Guatemala - 0.2%

Guatemalan Republic 4.875% 2/13/28 (e)

200,000

188,000

Honduras - 0.2%

Republic of Honduras 7.5% 3/15/24 (e)

200,000

176,000

Hungary - 1.2%

Hungarian Republic:

4.75% 2/3/15

140,000

144,200

6.375% 3/29/21

508,000

551,815

7.625% 3/29/41

350,000

394,188

TOTAL HUNGARY

1,090,203

Iraq - 0.2%

Republic of Iraq 5.8% 1/15/28 (Reg. S)

250,000

216,875

Ivory Coast - 0.3%

Ivory Coast 7.1% 12/31/32 (d)

275,000

248,188

Jamaica - 0.2%

Jamaican Government 8% 6/24/19

150,000

146,625

Jordan - 0.3%

Jordanian Kingdom 3.875% 11/12/15

300,000

300,375

Lebanon - 0.6%

Lebanese Republic:

6.1% 10/4/22

200,000

195,000

11.625% 5/11/16 (Reg. S)

250,000

288,750

TOTAL LEBANON

483,750

Mongolia - 0.2%

Mongolian People's Republic 5.125% 12/5/22 (Reg. S)

200,000

176,600

Morocco - 0.4%

Moroccan Kingdom:

4.25% 12/11/22 (e)

200,000

188,500

5.5% 12/11/42 (e)

200,000

175,000

TOTAL MOROCCO

363,500

Namibia - 0.2%

Republic of Namibia 5.5% 11/3/21 (e)

200,000

210,500

Netherlands - 0.3%

Republic of Angola 7% 8/16/19 (Issued by Northern Lights III BV for Republic of Angola) (Reg. S)

250,000

270,625

Government Obligations - continued

 

Principal
Amount (c)

Value

Nigeria - 0.4%

Republic of Nigeria 6.75% 1/28/21 (e)

$ 350,000

$ 383,250

Panama - 0.2%

Panamanian Republic 4.3% 4/29/53

200,000

163,200

Peru - 0.5%

Peruvian Republic:

7.35% 7/21/25

100,000

128,250

8.75% 11/21/33

200,000

291,500

TOTAL PERU

419,750

Philippines - 0.5%

Philippine Republic 10.625% 3/16/25

300,000

474,000

Romania - 0.3%

Romanian Republic 6.75% 2/7/22 (e)

190,000

219,450

Russia - 1.2%

Russian Federation:

5.625% 4/4/42 (e)

350,000

364,000

7.5% 3/31/30 (Reg. S)

250,250

297,798

12.75% 6/24/28 (Reg. S)

225,000

391,500

TOTAL RUSSIA

1,053,298

Senegal - 0.3%

Republic of Senegal 8.75% 5/13/21 (e)

200,000

219,500

Slovenia - 0.5%

Republic of Slovenia:

4.75% 5/10/18 (e)

200,000

197,500

5.85% 5/10/23 (e)

200,000

195,000

TOTAL SLOVENIA

392,500

Sri Lanka - 0.4%

Democratic Socialist Republic of Sri Lanka 6.25% 10/4/20 (e)

300,000

304,500

Tanzania - 0.2%

Tanzania United Republic of 6.3921% 3/8/20 (h)

200,000

209,250

Turkey - 0.3%

Turkish Republic 11.875% 1/15/30

165,000

270,188

Ukraine - 0.7%

Ukraine Government:

7.5% 4/17/23 (Reg. S)

200,000

175,000

Government Obligations - continued

 

Principal
Amount (c)

Value

Ukraine - continued

Ukraine Government: - continued

7.75% 9/23/20 (e)

$ 225,000

$ 205,583

9.25% 7/24/17 (e)

200,000

193,500

TOTAL UKRAINE

574,083

United States of America - 0.1%

U.S. Treasury Bills, yield at date of purchase 0.02% 11/29/13 to 1/2/14 (g)

50,000

49,998

Venezuela - 0.9%

Venezuelan Republic 8.5% 10/8/14

815,000

806,035

Vietnam - 0.3%

Vietnamese Socialist Republic 6.75% 1/29/20 (e)

200,000

218,750

Zambia - 0.2%

Republic of Zambia 5.375% 9/20/22 (e)

200,000

180,500

TOTAL GOVERNMENT OBLIGATIONS

(Cost $13,106,317)


13,046,981

Money Market Funds - 1.4%

Shares

 

Fidelity Cash Central Fund, 0.09% (b)
(Cost $1,249,619)

1,249,619


1,249,619

TOTAL INVESTMENT PORTFOLIO - 99.8%

(Cost $77,648,944)

87,397,953

NET OTHER ASSETS (LIABILITIES) - 0.2%

155,686

NET ASSETS - 100%

$ 87,553,639

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

6 NYSE E-mini MSCI Emerging Markets Index Contracts (United States)

Dec. 2013

$ 307,170

$ (9,007)

 

The face value of futures purchased as a percentage of net assets is 0.4%

Currency Abbreviations

MXN

-

Mexican peso

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) Amount is stated in United States dollars unless otherwise noted.

(d) Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $11,444,336 or 13.1% of net assets.

(f) Security is perpetual in nature with no stated maturity date.

(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 $49,998.

(h) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 3,903

Fidelity Securities Lending Cash Central Fund

20

Total

$ 3,923

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 table 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

$ 5,671,881

$ 5,671,881

$ -

$ -

Consumer Staples

5,673,128

5,673,128

-

-

Energy

6,824,418

6,775,603

48,815

-

Financials

17,832,600

16,829,611

1,002,989

-

Health Care

1,079,535

863,737

215,798

-

Industrials

4,958,488

4,958,488

-

-

Information Technology

11,090,547

9,688,994

1,401,553

-

Materials

6,822,552

6,600,497

222,055

-

Telecommunication Services

4,671,214

3,902,066

769,148

-

Utilities

1,967,084

1,704,829

262,255

-

Corporate Bonds

6,509,906

-

6,509,906

-

Government Obligations

13,046,981

-

13,046,981

-

Money Market Funds

1,249,619

1,249,619

-

-

Total Investments in Securities:

$ 87,397,953

$ 63,918,453

$ 23,479,500

$ -

Derivative Instruments:

Liabilities

Futures Contracts

$ (9,007)

$ (9,007)

$ -

$ -

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)

$ -

$ (9,007)

(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.

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

AAA,AA,A

1.0%

BBB

6.9%

BB

5.5%

B

6.0%

CCC,CC,C

1.6%

Not Rated

1.2%

Equities

76.5%

Short-Term Investments and Net Other Assets

1.3%

 

100.0%

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the date indicated and do not reflect subsequent changes. Percentages are adjusted for the effect of futures contracts, if applicable.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Total Emerging Markets Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $76,399,325)

$ 86,148,334

 

Fidelity Central Funds (cost $1,249,619)

1,249,619

 

Total Investments (cost $77,648,944)

 

$ 87,397,953

Cash

 

42,610

Foreign currency held at value (cost $91,066)

91,061

Receivable for investments sold

722,628

Receivable for fund shares sold

317,152

Dividends receivable

68,199

Interest receivable

355,898

Distributions receivable from Fidelity Central Funds

106

Prepaid expenses

239

Receivable from investment adviser for expense reductions

50,718

Other receivables

6,124

Total assets

89,052,688

 

 

 

Liabilities

Payable for investments purchased

$ 933,179

Payable for fund shares redeemed

270,336

Accrued management fee

57,802

Distribution and service plan fees payable

12,355

Payable for daily variation margin for derivative instruments

3,420

Other affiliated payables

18,570

Custodian fee payable

140,291

Other payables and accrued expenses

63,096

Total liabilities

1,499,049

 

 

 

Net Assets

$ 87,553,639

Net Assets consist of:

 

Paid in capital

$ 80,118,542

Undistributed net investment income

1,219,736

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(3,516,388)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

9,731,749

Net Assets

$ 87,553,639

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Total Emerging Markets Fund
Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($18,837,427 ÷ 1,657,238 shares)

$ 11.37

 

 

 

Maximum offering price per share (100/94.25 of $11.37)

$ 12.06

Class T:
Net Asset Value
and redemption price per share ($5,967,419 ÷ 526,353 shares)

$ 11.34

 

 

 

Maximum offering price per share (100/96.50 of $11.34)

$ 11.75

Class C:
Net Asset Value
and offering price per share ($7,435,717 ÷ 658,492 shares)A

$ 11.29

 

 

 

Total Emerging Markets:
Net Asset Value
, offering price and redemption price per share ($49,959,436 ÷ 4,383,198 shares)

$ 11.40

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($5,353,640 ÷ 469,800 shares)

$ 11.40

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

 

$ 2,210,247

Interest

 

1,561,521

Income from Fidelity Central Funds

 

3,923

Income before foreign taxes withheld

 

3,775,691

Less foreign taxes withheld

 

(240,765)

Total income

 

3,534,926

 

 

 

Expenses

Management fee

$ 884,762

Transfer agent fees

222,603

Distribution and service plan fees

128,889

Accounting and security lending fees

56,973

Custodian fees and expenses

410,719

Independent trustees' compensation

654

Registration fees

70,912

Audit

81,699

Legal

281

Interest

253

Miscellaneous

998

Total expenses before reductions

1,858,743

Expense reductions

(223,996)

1,634,747

Net investment income (loss)

1,900,179

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $30,003)

(1,717,551)

Investment not meeting investment restrictions

922

Foreign currency transactions

(84,114)

Futures contracts

(77,497)

Total net realized gain (loss)

 

(1,878,240)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $54,244)

1,880,839

Assets and liabilities in foreign currencies

415

Futures contracts

(9,007)

Total change in net unrealized appreciation (depreciation)

 

1,872,247

Net gain (loss)

(5,993)

Net increase (decrease) in net assets resulting from operations

$ 1,894,186

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Total Emerging Markets Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2013

For the period
November 1, 2011
(commencement of
operations) to
October 31, 2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,900,179

$ 1,612,877

Net realized gain (loss)

(1,878,240)

(1,586,062)

Change in net unrealized appreciation (depreciation)

1,872,247

7,859,502

Net increase (decrease) in net assets resulting
from operations

1,894,186

7,886,317

Distributions to shareholders from net investment income

(1,561,667)

(96,645)

Distributions to shareholders from net realized gain

(137,352)

-

Total distributions

(1,699,019)

(96,645)

Share transactions - net increase (decrease)

(15,755,086)

95,209,478

Redemption fees

87,191

27,217

Total increase (decrease) in net assets

(15,472,728)

103,026,367

 

 

 

Net Assets

Beginning of period

103,026,367

-

End of period (including undistributed net investment income of $1,219,736 and undistributed net investment income of $1,406,377, respectively)

$ 87,553,639

$ 103,026,367

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2013

2012 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.86

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) C

  .18

  .20

Net realized and unrealized gain (loss)

  .48 F

  .68

Total from investment operations

  .66

  .88

Distributions from net investment income

  (.15)

  (.02)

Distributions from net realized gain

  (.01)

  -

Total distributions

  (.16)

  (.02)

Redemption fees added to paid in capital C

  .01

  - I

Net asset value, end of period

$ 11.37

$ 10.86

Total Return A, B

  6.23%

  8.80%

Ratios to Average Net Assets D, H

 

 

Expenses before reductions

  1.89%

  1.87%

Expenses net of fee waivers, if any

  1.65%

  1.65%

Expenses net of all reductions

  1.62%

  1.62%

Net investment income (loss)

  1.61%

  1.92%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 18,837

$ 7,675

Portfolio turnover rate E

  120%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

G For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Financial Highlights - Class T

Years ended October 31,

2013

2012 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.84

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) C

  .15

  .17

Net realized and unrealized gain (loss)

  .48 F

  .68

Total from investment operations

  .63

  .85

Distributions from net investment income

  (.12)

  (.01)

Distributions from net realized gain

  (.01)

  -

Total distributions

  (.14) J

  (.01)

Redemption fees added to paid in capital C

  .01

  - I

Net asset value, end of period

$ 11.34

$ 10.84

Total Return A, B

  5.93%

  8.56%

Ratios to Average Net Assets D, H

 

 

Expenses before reductions

  2.13%

  2.10%

Expenses net of fee waivers, if any

  1.90%

  1.90%

Expenses net of all reductions

  1.88%

  1.87%

Net investment income (loss)

  1.36%

  1.67%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 5,967

$ 5,823

Portfolio turnover rate E

  120%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

G For the period November 1, 2011 (commencement of operations) to October 31, 2012.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Total distributions of $.14 per share is comprised of distributions from net investment income of $.124 and distributions from net realized gain of $.014 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.80

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) C

  .09

  .12

Net realized and unrealized gain (loss)

  .47 F

  .69

Total from investment operations

  .56

  .81

Distributions from net investment income

  (.07)

  (.01)

Distributions from net realized gain

  (.01)

  -

Total distributions

  (.08)

  (.01)

Redemption fees added to paid in capital C

  .01

  - I

Net asset value, end of period

$ 11.29

$ 10.80

Total Return A, B

  5.31%

  8.07%

Ratios to Average Net Assets D, H

 

 

Expenses before reductions

  2.65%

  2.63%

Expenses net of fee waivers, if any

  2.40%

  2.40%

Expenses net of all reductions

  2.37%

  2.37%

Net investment income (loss)

  .86%

  1.17%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 7,436

$ 5,824

Portfolio turnover rate E

  120%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

G For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Financial Highlights - Total Emerging Markets

Years ended October 31,

2013

2012 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.89

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) B

  .21

  .22

Net realized and unrealized gain (loss)

  .47 E

  .69

Total from investment operations

  .68

  .91

Distributions from net investment income

  (.17)

  (.02)

Distributions from net realized gain

  (.01)

  -

Total distributions

  (.18)

  (.02)

Redemption fees added to paid in capital B

  .01

  - H

Net asset value, end of period

$ 11.40

$ 10.89

Total Return A

  6.44%

  9.15%

Ratios to Average Net Assets C, G

 

 

Expenses before reductions

  1.56%

  1.60%

Expenses net of fee waivers, if any

  1.40%

  1.40%

Expenses net of all reductions

  1.38%

  1.38%

Net investment income (loss)

  1.85%

  2.16%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 49,959

$ 81,416

Portfolio turnover rate D

  120%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

F For the period November 1, 2011 (commencement of operations) to October 31, 2012.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.89

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) B

  .20

  .22

Net realized and unrealized gain (loss)

  .48 E

  .69

Total from investment operations

  .68

  .91

Distributions from net investment income

  (.17)

  (.02)

Distributions from net realized gain

  (.01)

  -

Total distributions

  (.18)

  (.02)

Redemption fees added to paid in capital B

  .01

  - H

Net asset value, end of period

$ 11.40

$ 10.89

Total Return A

  6.44%

  9.15%

Ratios to Average Net Assets C, G

 

 

Expenses before reductions

  1.63%

  1.62%

Expenses net of fee waivers, if any

  1.40%

  1.40%

Expenses net of all reductions

  1.37%

  1.37%

Net investment income (loss)

  1.86%

  2.17%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 5,354

$ 2,287

Portfolio turnover rate D

  120%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

F For the period November 1, 2011 (commencement of operations) to October 31, 2012.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Total Emerging Markets Fund


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity Total Emerging Markets Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Total Emerging Markets and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. 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

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

securities. For corporate bonds and foreign government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. 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 or official closing 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, 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. 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

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. 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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures transactions, foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, capital loss carry forwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 12,054,189

Gross unrealized depreciation

(2,823,600)

Net unrealized appreciation (depreciation) on securities and other investments

$ 9,230,589

 

 

Tax Cost

$ 78,167,364

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 1,161,940

Capital loss carryforward

$ (2,949,184)

Net unrealized appreciation (depreciation)

$ 9,230,033

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.

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

No expiration

 

Short-term

$ (2,949,184)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 1,699,019

$ 96,645

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

New Accounting Pronouncement. 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

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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.

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

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

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 $(77,497) and a change in net unrealized appreciation (depreciation) of $(9,007) 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 $127,907,727 and $141,712,892, respectively.

The Fund realized a gain on the sale of an investment not meeting the investment restrictions of the Fund.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .55% of the Fund's average net assets and an annualized group fee rate that averaged .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. For the reporting period, the total annual management fee rate was .81% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period,

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 35,394

$ 11,702

Class T

.25%

.25%

31,862

11,312

Class C

.75%

.25%

61,633

54,524

 

 

 

$ 128,889

$ 77,538

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, and Class C redemptions. The deferred sales charges range from 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 13,119

Class T

3,441

Class C*

578

 

$ 17,138

* When Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 31,225

.22

Class T

15,225

.24

Class C

15,227

.25

Total Emerging Markets

153,704

.19

Institutional Class

7,222

.19

 

$ 222,603

 

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 $996 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

$ 3,919,500

.39%

$ 253

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

Annual Report

7. Committed Line of Credit - continued

agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $248 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $20. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

FMR contractually agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. This reimbursement will remain in place through December 31, 2014. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

9. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

 

 

 

Class A

1.65%

$ 33,991

Class T

1.90%

14,907

Class C

2.40%

15,690

Total Emerging Markets

1.40%

123,344

Institutional Class

1.40%

8,511

 

 

$ 196,443

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $426.

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 $26,904 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 $223.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012 A

From net investment income

 

 

Class A

$ 104,565

$ 9,099

Class T

69,282

4,204

Class C

35,970

3,000

Total Emerging Markets

1,316,259

75,940

Institutional Class

35,591

4,402

Total

$ 1,561,667

$ 96,645

From net realized gain

 

 

Class A

$ 10,027

$ -

Class T

7,822

-

Class C

7,516

-

Total Emerging Markets

109,039

-

Institutional Class

2,948

-

Total

$ 137,352

$ -

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

Annual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013

2012 A

2013

2012 A

Class A

 

 

 

 

Shares sold

1,550,621

723,537

$ 17,267,543

$ 7,311,002

Reinvestment of distributions

9,656

949

105,541

9,099

Shares redeemed

(609,546)

(17,979)

(6,666,165)

(179,387)

Net increase (decrease)

950,731

706,507

$ 10,706,919

$ 7,140,714

Class T

 

 

 

 

Shares sold

277,882

597,107

$ 3,114,089

$ 6,082,522

Reinvestment of distributions

7,041

439

76,883

4,204

Shares redeemed

(295,695)

(60,421)

(3,268,261)

(637,924)

Net increase (decrease)

(10,772)

537,125

$ (77,289)

$ 5,448,802

Class C

 

 

 

 

Shares sold

431,831

540,321

$ 4,824,945

$ 5,429,037

Reinvestment of distributions

3,973

314

43,420

3,000

Shares redeemed

(316,804)

(1,143)

(3,521,280)

(12,081)

Net increase (decrease)

119,000

539,492

$ 1,347,085

$ 5,419,956

Total Emerging Markets

 

 

 

 

Shares sold

5,085,608

8,901,615

$ 57,439,168

$ 89,854,661

Reinvestment of distributions

113,766

7,686

1,243,462

73,759

Shares redeemed

(8,294,710)

(1,430,767)

(89,232,029)

(14,834,512)

Net increase (decrease)

(3,095,336)

7,478,534

$ (30,549,399)

$ 75,093,908

Institutional Class

 

 

 

 

Shares sold

491,268

209,638

$ 5,357,985

$ 2,101,696

Reinvestment of distributions

3,526

459

38,539

4,402

Shares redeemed

(235,091)

-

(2,578,926)

-

Net increase (decrease)

259,703

210,097

$ 2,817,598

$ 2,106,098

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

12. Other - continued

claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 16% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity Total Emerging Markets Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Total Emerging Markets Fund (a fund of Fidelity Investment Trust) at October 31, 2013, the results of its operations for the year then ended, the changes in its net assets for the period indicated and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Total Emerging Markets Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 17, 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.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 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)

Class A designates 71%; Class T designates 82%; and Class C designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/10/12

$0.155

$0.0157

Class T

12/10/12

$0.135

$0.0157

Class C

12/10/12

$0.085

$0.0157

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 Total Emerging Markets Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

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 for the most recent one-year period, as shown below. A peer group comparison is not shown below.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Total Emerging Markets Fund

ate1384703

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps 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 13% means that 87% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to 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, is also included in the chart and considered by the Board.

Annual Report

Fidelity Total Emerging Markets Fund

ate1384705

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.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expense ratio of each of Class A 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.

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class C, Institutional Class, and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.65%, 1.90%, 2.40%, 1.40%, and 1.40% through December 31, 2013.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

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.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisors

FIL Investment Advisors (UK) Limited

FIL Investments (Japan) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

ATEK-UANN-1213
1.931267.101

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Total Emerging Markets

Fund - Institutional Class

Annual Report

October 31, 2013

(Fidelity Cover Art)

Institutional Class is a
class of Fidelity® Total
Emerging Markets Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Life of
fund
A

  Institutional Class

6.44%

7.78%

A From November 1, 2011.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Total Emerging Markets Fund - Institutional Class on November 1, 2011, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® Emerging Markets Index performed over the same period.

eki1573469

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 persistent preference for higher-risk assets. The period was not without turbulence, however. In the spring and summer, world central banks, especially in the U.S. and China, made clear their intentions to maintain accommodative monetary policies. That stance, along with modest cyclical improvements around the globe and generally low valuations, underpinned the broad rally in equities. Europe (+32%) shone, with most markets on the Continent notching solid, index-beating gains. Another bright spot, Japan, posted a 34% full-year result, despite a struggling yen and a weak second half. The U.S. - by far the largest index component - also outperformed, up roughly 28%. 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 shown by results in Brazil (-1%), Russia (+12%), India (+1%) and China (+8%). Against a strong tilt toward equities, global bond markets fell flat, with the Barclays® Global Aggregate GDP Weighted Index returning -0.15% for the full period.

Comments from John Carlson, Lead Portfolio Manager of Fidelity Advisor® Total Emerging Markets Fund: For the year, the fund's Institutional Class shares gained 6.44%. By comparison, the fund's primary benchmark, the MSCI® Emerging Markets Index, returned 6.90%, while the Fidelity Total Emerging Markets Composite IndexSM advanced 3.07%. Versus the Composite index, the biggest boost came from security selection among equities. Here, the top individual contributor was Taiwan's ECLAT Textile, a supplier of performance fabrics that enjoyed pricing power for its products. We also were helped by Mobile TeleSystems, a Russian wireless telecom provider that was lifted by easing competitive conditions and upward revisions to its earnings forecasts. Conversely, the materials sector was the only notable area of weakness. Turning to emerging-markets (EM) debt, an underweighting here was helpful, as were our picks in Venezuela. Detractors included security selection in Russia and Mexico, as our holdings here were primarily long-duration securities that underperformed. It also hurt to largely avoid Argentina, which rallied significantly.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Fidelity Total Emerging Markets Fund


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 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.

Annual Report

Fidelity Total Emerging Markets Fund

Shareholder Expense Example - continued

 

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

1.65%

 

 

 

Actual

 

$ 1,000.00

$ 1,010.70

$ 8.36

HypotheticalA

 

$ 1,000.00

$ 1,016.89

$ 8.39

Class T

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,008.90

$ 9.62

HypotheticalA

 

$ 1,000.00

$ 1,015.63

$ 9.65

Class C

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,006.20

$ 12.14

HypotheticalA

 

$ 1,000.00

$ 1,013.11

$ 12.18

Total Emerging Markets

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.50

$ 7.10

HypotheticalA

 

$ 1,000.00

$ 1,018.15

$ 7.12

Institutional Class

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.50

$ 7.10

HypotheticalA

 

$ 1,000.00

$ 1,018.15

$ 7.12

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 Total Emerging Markets Fund


Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Samsung Electronics Co. Ltd. (Korea (South), Semiconductors & Semiconductor Equipment)

3.6

4.0

Taiwan Semiconductor Manufacturing Co. Ltd. (Taiwan, Semiconductors & Semiconductor Equipment)

2.4

2.4

Tencent Holdings Ltd. (Cayman Islands, Internet Software & Services)

1.6

0.8

Sberbank (Savings Bank of the Russian Federation) (Russia, Commercial Banks)

1.6

1.3

Industrial & Commercial Bank of China Ltd. (H Shares) (China, Commercial Banks)

1.4

1.1

 

10.6

Top Five Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.9

21.9

Information Technology

12.5

10.7

Energy

11.4

13.0

Materials

7.8

8.1

Telecommunication Services

6.7

6.2

Top Five Countries as of October 31, 2013

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Korea (South)

14.1

10.9

Russia

7.8

8.1

Brazil

7.8

10.1

Cayman Islands

6.8

5.6

Taiwan

5.5

5.9

Percentages are adjusted for the effect of open futures contracts, if applicable.

Asset Allocation (% of fund's net assets)

As of October 31, 2013

As of April 30, 2013

eki1573471

Stocks and
Equity Futures 76.5%

 

eki1573471

Stocks 75.7%

 

eki1573474

Bonds 22.2%

 

eki1573474

Bonds 22.3%

 

eki1573477

Short-Term
Investments and
Net Other Assets
(Liabilities) 1.3%

 

eki1573477

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.0%

 

eki1573480

Annual Report

Fidelity Total Emerging Markets Fund


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 72.7%

Shares

Value

Argentina - 0.1%

Grupo Financiero Galicia SA sponsored ADR

13,090

$ 126,711

Austria - 0.4%

Erste Group Bank AG

8,890

313,529

Bailiwick of Jersey - 0.3%

Atrium European Real Estate Ltd.

45,129

269,973

Bermuda - 1.4%

Aquarius Platinum Ltd. (Australia) (a)

117,431

77,138

BW Offshore Ltd.

228,373

313,420

Cosan Ltd. Class A

17,863

281,521

GP Investments Ltd. Class A (depositary receipt) (a)

101,622

182,359

Shangri-La Asia Ltd.

110,000

201,470

Stolt-Nielsen SA

7,271

205,804

TOTAL BERMUDA

1,261,712

Brazil - 6.8%

Anhanguera Educacional Participacoes SA

34,600

206,964

Arezzo Industria e Comercio SA

9,700

145,054

BHG SA (Brazil Hospitality Group) (a)

13,600

99,563

BR Properties SA

42,820

363,173

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

8,700

323,640

Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) sponsored ADR

20,630

218,884

Companhia Paranaense de Energia-Copel (PN-B) sponsored ADR

13,665

189,670

Estacio Participacoes SA

24,200

186,885

Fibria Celulose SA (a)

10,000

129,676

Gerdau SA sponsored ADR

44,800

355,264

Itau Unibanco Holding SA sponsored ADR

76,790

1,183,334

Petroleo Brasileiro SA - Petrobras:

(PN) sponsored ADR (non-vtg.)

11,606

210,765

sponsored ADR

26,526

462,348

Smiles SA

14,300

187,607

TIM Participacoes SA sponsored ADR

3,280

83,378

Ultrapar Participacoes SA

21,700

578,292

Vale SA (PN-A) sponsored ADR

72,200

1,057,008

TOTAL BRAZIL

5,981,505

British Virgin Islands - 0.0%

Luxoft Holding, Inc.

1,100

32,142

Canada - 0.6%

First Quantum Minerals Ltd.

12,500

237,136

Common Stocks - continued

Shares

Value

Canada - continued

Goldcorp, Inc.

5,900

$ 150,294

Pan American Silver Corp.

9,200

97,612

Torex Gold Resources, Inc. (a)

61,700

68,644

TOTAL CANADA

553,686

Cayman Islands - 6.1%

21Vianet Group, Inc. ADR (a)

10,920

196,560

58.com, Inc. ADR

300

7,236

Anta Sports Products Ltd.

149,000

213,708

Anton Oilfield Services Group

356,000

224,997

China Liansu Group Holdings Ltd.

270,000

172,733

Cimc Enric Holdings Ltd.

124,000

174,652

Ctrip.com International Ltd. sponsored ADR (a)

4,400

238,700

Eurasia Drilling Co. Ltd. GDR (Reg. S)

8,934

378,355

GCL-Poly Energy Holdings Ltd. (a)

1,193,000

366,225

Greatview Aseptic Pack Co. Ltd.

398,000

250,515

Haitian International Holdings Ltd.

78,000

187,932

Hengan International Group Co. Ltd.

42,000

514,369

Hilong Holding Ltd.

166,000

110,481

Springland International Holdings Ltd.

300,000

164,452

Tencent Holdings Ltd.

25,800

1,408,301

Uni-President China Holdings Ltd.

272,000

271,895

Veripos

29,165

144,036

Xueda Education Group sponsored ADR

28,100

131,508

Yingde Gases Group Co. Ltd.

188,000

193,020

TOTAL CAYMAN ISLANDS

5,349,675

Chile - 1.2%

Banco Santander Chile

5,905,977

362,948

Embotelladora Andina SA ADR

2,300

59,570

Empresa Nacional de Electricidad SA

110,318

168,196

Empresa Nacional de Telecomunicaciones SA (ENTEL)

12,847

197,702

Inversiones La Construccion SA

7,739

116,179

Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR

4,200

115,962

TOTAL CHILE

1,020,557

China - 5.3%

Anhui Conch Cement Co. Ltd. (H Shares)

73,000

254,695

BBMG Corp. (H Shares)

351,500

252,075

China Communications Construction Co. Ltd. (H Shares)

349,000

284,944

China Construction Bank Corp. (H Shares)

653,000

507,037

China Pacific Insurance Group Co. Ltd. (H Shares)

251,600

908,655

Common Stocks - continued

Shares

Value

China - continued

China Suntien Green Energy Corp. Ltd. (H Shares)

247,200

$ 86,407

China Telecom Corp. Ltd. (H Shares)

846,157

441,995

Industrial & Commercial Bank of China Ltd. (H Shares)

1,739,000

1,217,950

Maanshan Iron & Steel Ltd. (H Shares) (a)

568,000

145,059

PICC Property & Casualty Co. Ltd. (H Shares)

177,000

271,219

Weichai Power Co. Ltd. (H Shares)

59,400

237,891

TOTAL CHINA

4,607,927

Cyprus - 0.3%

Globaltrans Investment PLC GDR (Reg. S)

19,300

293,360

Czech Republic - 0.1%

Ceske Energeticke Zavody A/S

1,780

51,236

Denmark - 0.2%

Auriga Industries A/S Series B (a)

5,323

208,821

France - 0.2%

Technip SA

1,888

197,769

Hong Kong - 1.3%

AIA Group Ltd.

32,100

162,922

CNOOC Ltd.

24,000

48,815

CNOOC Ltd. sponsored ADR

700

141,617

Far East Horizon Ltd.

343,000

250,846

Lenovo Group Ltd.

418,000

447,491

Sinotruk Hong Kong Ltd.

233,500

122,277

TOTAL HONG KONG

1,173,968

India - 5.3%

Axis Bank Ltd.

31,183

618,711

Bajaj Auto Ltd.

6,012

207,792

Bharti Airtel Ltd.

42,507

253,218

Bharti Infratel Ltd.

81,097

216,942

Eicher Motors Ltd.

3,283

210,853

Grasim Industries Ltd.

4,724

222,055

Indiabulls Real Estate Ltd.

167,722

170,514

ITC Ltd.

106,950

581,401

JK Cement Ltd.

21,830

68,493

Larsen & Toubro Ltd.

19,537

308,698

Lupin Ltd.

14,534

215,798

Maruti Suzuki India Ltd. 

11,768

312,456

Mundra Port and SEZ Ltd.

107,251

253,230

NHPC Ltd.

481,849

141,527

NTPC Ltd.

107,028

258,956

Petronet LNG Ltd.

78,017

157,303

Common Stocks - continued

Shares

Value

India - continued

Phoenix Mills Ltd. (a)

34,705

$ 131,895

SREI Infrastructure Finance Ltd.

435,998

144,687

Ultratech Cemco Ltd.

5,561

177,490

TOTAL INDIA

4,652,019

Indonesia - 1.3%

PT AKR Corporindo Tbk

247,500

106,486

PT Bakrieland Development Tbk (a)

21,996,000

97,564

PT Bank Rakyat Indonesia Tbk

398,000

278,925

PT Bank Tabungan Negara Tbk

1,280,200

110,161

PT Kalbe Farma Tbk

1,665,500

192,073

PT Telkomunikasi Indonesia Tbk sponsored ADR

7,626

310,836

TOTAL INDONESIA

1,096,045

Isle of Man - 0.0%

IBS Group Holding Ltd. GDR (Reg. S)

1,300

35,116

Israel - 0.2%

NICE Systems Ltd. sponsored ADR

4,500

176,310

Kenya - 0.3%

Equity Bank Ltd.

576,900

239,953

Korea (South) - 13.2%

AMOREPACIFIC Group, Inc.

727

256,541

Daewoo International Corp.

17,225

635,420

Daou Technology, Inc.

11,720

160,679

E-Mart Co. Ltd.

2,632

629,926

Hana Financial Group, Inc.

26,070

1,004,695

Hankook Shell Oil Co. Ltd.

265

131,341

Hyundai Industrial Development & Construction Co.

11,590

257,730

Hyundai Mobis

1,115

314,660

KB Financial Group, Inc.

25,480

1,002,989

Korea Electric Power Corp. (a)

9,825

262,255

Korea Plant Service & Engineering Co. Ltd.

370

18,757

Korean Reinsurance Co.

27,060

303,420

KT&G Corp.

3,666

267,710

LG Chemical Ltd.

1,313

370,537

LG Corp.

5,031

297,229

Lotte Chemical Corp.

822

168,462

NHN Corp.

1,129

635,094

Oci Co. Ltd.

1,507

272,637

POSCO sponsored ADR

5,000

372,300

Samsung Electronics Co. Ltd.

2,306

3,183,223

Samsung Life Insurance Co. Ltd.

4,099

403,612

Common Stocks - continued

Shares

Value

Korea (South) - continued

SK Hynix, Inc. (a)

8,360

$ 251,679

SK Telecom Co. Ltd.

1,502

327,153

TOTAL KOREA (SOUTH)

11,528,049

Luxembourg - 0.3%

Subsea 7 SA

12,335

260,871

Malaysia - 0.3%

Petronas Dagangan Bhd

22,500

218,121

Tenaga Nasional Bhd

10,950

32,713

TOTAL MALAYSIA

250,834

Mexico - 4.0%

Alpek SA de CV

42,600

92,434

America Movil S.A.B. de CV Series L sponsored ADR

35,713

764,615

CEMEX SA de CV sponsored ADR

26,435

279,682

El Puerto de Liverpool S.A.B. de CV Class C

20,300

219,240

Fomento Economico Mexicano S.A.B. de CV sponsored ADR

5,450

508,485

Gruma S.A.B. de CV Series B (a)

49,500

339,251

Grupo Comercial Chedraui S.A.B. de CV

70,900

221,711

Grupo Financiero Banorte S.A.B. de CV Series O

65,600

418,722

Grupo Televisa SA de CV (CPO) sponsored ADR

21,000

639,240

TOTAL MEXICO

3,483,380

Netherlands - 0.3%

Fugro NV (Certificaten Van Aandelen)

4,347

272,000

Nigeria - 1.3%

Guaranty Trust Bank PLC GDR (Reg. S)

53,750

419,250

Zenith Bank PLC

5,102,305

692,088

TOTAL NIGERIA

1,111,338

Norway - 0.9%

ElectroMagnetic GeoServices ASA (a)

77,389

89,374

Spectrum ASA

12,824

74,320

TGS Nopec Geophysical Co. ASA

21,811

600,136

TOTAL NORWAY

763,830

Panama - 0.3%

Copa Holdings SA Class A

2,060

308,052

Philippines - 1.1%

Alliance Global Group, Inc.

344,300

209,934

Common Stocks - continued

Shares

Value

Philippines - continued

Metropolitan Bank & Trust Co.

137,074

$ 282,300

Robinsons Land Corp.

915,700

480,999

TOTAL PHILIPPINES

973,233

Poland - 0.4%

Powszechny Zaklad Ubezpieczen SA

1,874

285,205

Telekomunikacja Polska SA

24,900

80,673

TOTAL POLAND

365,878

Portugal - 0.4%

BPI-SGPS SA (a)

56,385

89,571

Jeronimo Martins SGPS SA

11,900

219,900

TOTAL PORTUGAL

309,471

Russia - 5.3%

DIXY Group OJSC (a)

6,505

85,739

E.ON Russia JSC

6,198,200

481,233

Gazprom OAO sponsored ADR

51,032

476,129

LUKOIL Oil Co.

1,100

72,165

Magnit OJSC

1,776

477,914

Mobile TeleSystems OJSC

83,280

876,666

Norilsk Nickel OJSC ADR

15,400

233,156

RusHydro JSC sponsored ADR

25,070

42,218

Sberbank (Savings Bank of the Russian Federation)

433,550

1,389,707

Sistema JSFC

277,400

309,068

VTB Bank OJSC sponsored GDR (Reg. S)

84,600

235,103

TOTAL RUSSIA

4,679,098

Singapore - 1.1%

Ezion Holdings Ltd.

263,000

474,255

First Resources Ltd.

160,000

251,167

Super Group Ltd. Singapore

60,000

203,349

TOTAL SINGAPORE

928,771

South Africa - 3.8%

Aspen Pharmacare Holdings Ltd.

14,400

400,883

Barclays Africa Group Ltd.

17,591

271,590

Blue Label Telecoms Ltd.

54,600

51,343

Impala Platinum Holdings Ltd.

18,500

224,829

JSE Ltd.

17,210

150,521

Life Healthcare Group Holdings Ltd.

66,300

270,781

MTN Group Ltd.

32,350

643,020

Naspers Ltd. Class N

10,800

1,010,205

Common Stocks - continued

Shares

Value

South Africa - continued

Reunert Ltd.

20,200

$ 141,860

Wilson Bayly Holmes-Ovcon Ltd.

7,900

138,495

TOTAL SOUTH AFRICA

3,303,527

Sri Lanka - 0.2%

Dialog Axiata PLC

2,387,100

165,948

Taiwan - 5.5%

Chipbond Technology Corp.

74,000

149,332

Chroma ATE, Inc.

43,000

91,449

Cleanaway Co. Ltd.

23,000

143,774

E.SUN Financial Holdings Co. Ltd.

411,700

274,840

ECLAT Textile Co. Ltd.

26,660

293,002

Hon Hai Precision Industry Co. Ltd. (Foxconn)

28,950

73,272

King Slide Works Co. Ltd.

6,000

52,998

MediaTek, Inc.

41,000

559,946

Taiwan Fertilizer Co. Ltd.

156,300

371,700

Taiwan Semiconductor Manufacturing Co. Ltd.

381,000

1,401,553

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

36,242

667,215

Tong Hsing Electronics Industries Ltd.

26,000

137,354

Unified-President Enterprises Corp.

135,739

258,243

Universal Cement Corp.

79,000

72,465

Yuanta Financial Holding Co. Ltd.

443,500

241,074

TOTAL TAIWAN

4,788,217

Thailand - 0.5%

Bangkok Bank PCL (For. Reg.)

61,700

408,360

Togo - 0.2%

Ecobank Transnational, Inc.

2,409,565

210,609

Turkey - 0.9%

Aygaz A/S

24,074

110,225

Tupras Turkiye Petrol Rafinelleri A/S

15,400

349,465

Turkiye Halk Bankasi A/S

36,800

297,718

TOTAL TURKEY

757,408

United Kingdom - 0.4%

John Wood Group PLC

19,934

259,533

Mondi PLC

6,900

123,247

TOTAL UNITED KINGDOM

382,780

United States of America - 0.9%

Cognizant Technology Solutions Corp. Class A (a)

2,400

208,632

InvenSense, Inc. (a)

13,111

221,445

Common Stocks - continued

Shares

Value

United States of America - continued

Sohu.com, Inc. (a)

3,700

$ 247,752

Universal Display Corp. (a)

2,247

71,679

TOTAL UNITED STATES OF AMERICA

749,508

TOTAL COMMON STOCKS

(Cost $54,256,585)


63,643,176

Nonconvertible Preferred Stocks - 3.4%

 

 

 

 

Brazil - 1.0%

Alpargatas Sa (PN)

28,500

197,192

Banco do Estado Rio Grande do Sul SA

25,700

185,276

Braskem SA (PN-A)

20,300

180,146

Companhia Paranaense de Energia-Copel (PN-B)

715

9,971

Lojas Americanas SA (PN)

38,333

283,707

TOTAL BRAZIL

856,292

Chile - 0.2%

Embotelladora Andina SA Class A

47,759

202,317

Korea (South) - 0.9%

Hyundai Motor Co. Series 2

3,701

418,476

Samsung Electronics Co. Ltd.

374

360,862

TOTAL KOREA (SOUTH)

779,338

Russia - 1.3%

Sberbank (Savings Bank of the Russian Federation)

292,600

755,706

Surgutneftegas

476,850

354,618

TOTAL RUSSIA

1,110,324

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $2,357,183)


2,948,271

Nonconvertible Bonds - 7.4%

 

Principal
Amount (c)

 

Bailiwick of Jersey - 0.2%

Polyus Gold International Ltd. 5.625% 4/29/20 (e)

$ 200,000

199,500

Canada - 0.5%

Pacific Rubiales Energy Corp. 7.25% 12/12/21 (e)

400,000

441,000

Cayman Islands - 0.6%

Odebrecht Finance Ltd. 7.5% (e)(f)

475,000

475,000

Nonconvertible Bonds - continued

 

Principal
Amount (c)

Value

Costa Rica - 0.2%

Instituto Costarricense de Electricidad 6.95% 11/10/21 (e)

$ 200,000

$ 211,000

Georgia - 0.4%

Georgia Bank Joint Stock Co. 7.75% 7/5/17 (e)

300,000

319,500

Indonesia - 0.2%

PT Pertamina Persero 5.625% 5/20/43 (e)

200,000

168,500

Israel - 0.3%

Israel Electric Corp. Ltd. 6.7% 2/10/17 (e)

250,000

270,625

Kazakhstan - 1.0%

KazMunaiGaz Finance Sub BV 7% 5/5/20 (e)

150,000

171,570

KazMunaiGaz National Co. 5.75% 4/30/43 (e)

300,000

272,220

Zhaikmunai International BV 7.125% 11/13/19 (e)

400,000

424,000

TOTAL KAZAKHSTAN

867,790

Luxembourg - 0.7%

Millicom International Cellular SA 4.75% 5/22/20 (e)

200,000

188,000

RSHB Capital SA:

5.1% 7/25/18 (e)

200,000

204,240

5.298% 12/27/17 (e)

200,000

207,500

TOTAL LUXEMBOURG

599,740

Mexico - 1.2%

America Movil S.A.B. de CV 6.45% 12/5/22

MXN

9,750,000

701,251

Petroleos Mexicanos 6.625% (e)(f)

300,000

309,000

TOTAL MEXICO

1,010,251

Netherlands - 0.3%

Indosat Palapa Co. BV 7.375% 7/29/20 (e)

100,000

107,625

Mozambique Ematum Finance 2020 6.305% 9/11/20 (Reg. S)

200,000

188,500

TOTAL NETHERLANDS

296,125

Paraguay - 0.2%

Telefonica Celular del Paraguay SA 6.75% 12/13/22 (e)

200,000

203,000

Trinidad & Tobago - 0.2%

Petroleum Co. of Trinidad & Tobago Ltd. 9.75% 8/14/19 (e)

150,000

190,875

Turkey - 0.2%

Arcelik A/S 5% 4/3/23 (e)

200,000

180,000

Nonconvertible Bonds - continued

 

Principal
Amount (c)

Value

Venezuela - 1.2%

Petroleos de Venezuela SA 8.5% 11/2/17 (e)

$ 1,200,000

$ 1,077,000

TOTAL NONCONVERTIBLE BONDS

(Cost $6,679,240)


6,509,906

Government Obligations - 14.9%

 

Armenia - 0.2%

Republic of Armenia 6% 9/30/20 (e)

200,000

196,750

Aruba - 0.4%

Aruba Government 4.625% 9/14/23 (e)

400,000

376,000

Azerbaijan - 0.4%

State Oil Co. of Azerbaijan Republic 5.45% 2/9/17 (Reg. S)

300,000

321,000

Bahrain - 0.2%

Bahrain Kingdom 6.125% 8/1/23 (e)

200,000

207,000

Barbados - 0.1%

Barbados Government 7% 8/4/22 (e)

100,000

95,000

Belarus - 0.5%

Belarus Republic:

8.75% 8/3/15 (Reg. S)

325,000

325,813

8.95% 1/26/18

100,000

99,250

TOTAL BELARUS

425,063

Belize - 0.2%

Belize Government 5% 2/20/38 (d)(e)

332,500

204,488

Bermuda - 0.1%

Bermuda Government 5.603% 7/20/20 (e)

100,000

106,625

Bolivia - 0.2%

Plurinational State of Bolivia 4.875% 10/29/22 (e)

200,000

195,000

Cayman Islands - 0.1%

Cayman Island Government 5.95% 11/24/19 (e)

100,000

112,000

Congo - 0.3%

Congo Republic 3.5% 6/30/29 (d)

325,883

286,777

Dominican Republic - 0.2%

Dominican Republic 5.875% 4/18/24 (e)

150,000

146,250

Ecuador - 0.5%

Ecuador Republic 9.375% 12/15/15 (e)

386,000

409,160

Government Obligations - continued

 

Principal
Amount (c)

Value

El Salvador - 0.2%

El Salvador Republic 7.625% 2/1/41 (e)

$ 150,000

$ 156,375

Guatemala - 0.2%

Guatemalan Republic 4.875% 2/13/28 (e)

200,000

188,000

Honduras - 0.2%

Republic of Honduras 7.5% 3/15/24 (e)

200,000

176,000

Hungary - 1.2%

Hungarian Republic:

4.75% 2/3/15

140,000

144,200

6.375% 3/29/21

508,000

551,815

7.625% 3/29/41

350,000

394,188

TOTAL HUNGARY

1,090,203

Iraq - 0.2%

Republic of Iraq 5.8% 1/15/28 (Reg. S)

250,000

216,875

Ivory Coast - 0.3%

Ivory Coast 7.1% 12/31/32 (d)

275,000

248,188

Jamaica - 0.2%

Jamaican Government 8% 6/24/19

150,000

146,625

Jordan - 0.3%

Jordanian Kingdom 3.875% 11/12/15

300,000

300,375

Lebanon - 0.6%

Lebanese Republic:

6.1% 10/4/22

200,000

195,000

11.625% 5/11/16 (Reg. S)

250,000

288,750

TOTAL LEBANON

483,750

Mongolia - 0.2%

Mongolian People's Republic 5.125% 12/5/22 (Reg. S)

200,000

176,600

Morocco - 0.4%

Moroccan Kingdom:

4.25% 12/11/22 (e)

200,000

188,500

5.5% 12/11/42 (e)

200,000

175,000

TOTAL MOROCCO

363,500

Namibia - 0.2%

Republic of Namibia 5.5% 11/3/21 (e)

200,000

210,500

Netherlands - 0.3%

Republic of Angola 7% 8/16/19 (Issued by Northern Lights III BV for Republic of Angola) (Reg. S)

250,000

270,625

Government Obligations - continued

 

Principal
Amount (c)

Value

Nigeria - 0.4%

Republic of Nigeria 6.75% 1/28/21 (e)

$ 350,000

$ 383,250

Panama - 0.2%

Panamanian Republic 4.3% 4/29/53

200,000

163,200

Peru - 0.5%

Peruvian Republic:

7.35% 7/21/25

100,000

128,250

8.75% 11/21/33

200,000

291,500

TOTAL PERU

419,750

Philippines - 0.5%

Philippine Republic 10.625% 3/16/25

300,000

474,000

Romania - 0.3%

Romanian Republic 6.75% 2/7/22 (e)

190,000

219,450

Russia - 1.2%

Russian Federation:

5.625% 4/4/42 (e)

350,000

364,000

7.5% 3/31/30 (Reg. S)

250,250

297,798

12.75% 6/24/28 (Reg. S)

225,000

391,500

TOTAL RUSSIA

1,053,298

Senegal - 0.3%

Republic of Senegal 8.75% 5/13/21 (e)

200,000

219,500

Slovenia - 0.5%

Republic of Slovenia:

4.75% 5/10/18 (e)

200,000

197,500

5.85% 5/10/23 (e)

200,000

195,000

TOTAL SLOVENIA

392,500

Sri Lanka - 0.4%

Democratic Socialist Republic of Sri Lanka 6.25% 10/4/20 (e)

300,000

304,500

Tanzania - 0.2%

Tanzania United Republic of 6.3921% 3/8/20 (h)

200,000

209,250

Turkey - 0.3%

Turkish Republic 11.875% 1/15/30

165,000

270,188

Ukraine - 0.7%

Ukraine Government:

7.5% 4/17/23 (Reg. S)

200,000

175,000

Government Obligations - continued

 

Principal
Amount (c)

Value

Ukraine - continued

Ukraine Government: - continued

7.75% 9/23/20 (e)

$ 225,000

$ 205,583

9.25% 7/24/17 (e)

200,000

193,500

TOTAL UKRAINE

574,083

United States of America - 0.1%

U.S. Treasury Bills, yield at date of purchase 0.02% 11/29/13 to 1/2/14 (g)

50,000

49,998

Venezuela - 0.9%

Venezuelan Republic 8.5% 10/8/14

815,000

806,035

Vietnam - 0.3%

Vietnamese Socialist Republic 6.75% 1/29/20 (e)

200,000

218,750

Zambia - 0.2%

Republic of Zambia 5.375% 9/20/22 (e)

200,000

180,500

TOTAL GOVERNMENT OBLIGATIONS

(Cost $13,106,317)


13,046,981

Money Market Funds - 1.4%

Shares

 

Fidelity Cash Central Fund, 0.09% (b)
(Cost $1,249,619)

1,249,619


1,249,619

TOTAL INVESTMENT PORTFOLIO - 99.8%

(Cost $77,648,944)

87,397,953

NET OTHER ASSETS (LIABILITIES) - 0.2%

155,686

NET ASSETS - 100%

$ 87,553,639

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

6 NYSE E-mini MSCI Emerging Markets Index Contracts (United States)

Dec. 2013

$ 307,170

$ (9,007)

 

The face value of futures purchased as a percentage of net assets is 0.4%

Currency Abbreviations

MXN

-

Mexican peso

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) Amount is stated in United States dollars unless otherwise noted.

(d) Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $11,444,336 or 13.1% of net assets.

(f) Security is perpetual in nature with no stated maturity date.

(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 $49,998.

(h) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 3,903

Fidelity Securities Lending Cash Central Fund

20

Total

$ 3,923

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 table 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

$ 5,671,881

$ 5,671,881

$ -

$ -

Consumer Staples

5,673,128

5,673,128

-

-

Energy

6,824,418

6,775,603

48,815

-

Financials

17,832,600

16,829,611

1,002,989

-

Health Care

1,079,535

863,737

215,798

-

Industrials

4,958,488

4,958,488

-

-

Information Technology

11,090,547

9,688,994

1,401,553

-

Materials

6,822,552

6,600,497

222,055

-

Telecommunication Services

4,671,214

3,902,066

769,148

-

Utilities

1,967,084

1,704,829

262,255

-

Corporate Bonds

6,509,906

-

6,509,906

-

Government Obligations

13,046,981

-

13,046,981

-

Money Market Funds

1,249,619

1,249,619

-

-

Total Investments in Securities:

$ 87,397,953

$ 63,918,453

$ 23,479,500

$ -

Derivative Instruments:

Liabilities

Futures Contracts

$ (9,007)

$ (9,007)

$ -

$ -

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)

$ -

$ (9,007)

(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.

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

AAA,AA,A

1.0%

BBB

6.9%

BB

5.5%

B

6.0%

CCC,CC,C

1.6%

Not Rated

1.2%

Equities

76.5%

Short-Term Investments and Net Other Assets

1.3%

 

100.0%

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the date indicated and do not reflect subsequent changes. Percentages are adjusted for the effect of futures contracts, if applicable.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Total Emerging Markets Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $76,399,325)

$ 86,148,334

 

Fidelity Central Funds (cost $1,249,619)

1,249,619

 

Total Investments (cost $77,648,944)

 

$ 87,397,953

Cash

 

42,610

Foreign currency held at value (cost $91,066)

91,061

Receivable for investments sold

722,628

Receivable for fund shares sold

317,152

Dividends receivable

68,199

Interest receivable

355,898

Distributions receivable from Fidelity Central Funds

106

Prepaid expenses

239

Receivable from investment adviser for expense reductions

50,718

Other receivables

6,124

Total assets

89,052,688

 

 

 

Liabilities

Payable for investments purchased

$ 933,179

Payable for fund shares redeemed

270,336

Accrued management fee

57,802

Distribution and service plan fees payable

12,355

Payable for daily variation margin for derivative instruments

3,420

Other affiliated payables

18,570

Custodian fee payable

140,291

Other payables and accrued expenses

63,096

Total liabilities

1,499,049

 

 

 

Net Assets

$ 87,553,639

Net Assets consist of:

 

Paid in capital

$ 80,118,542

Undistributed net investment income

1,219,736

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(3,516,388)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

9,731,749

Net Assets

$ 87,553,639

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($18,837,427 ÷ 1,657,238 shares)

$ 11.37

 

 

 

Maximum offering price per share (100/94.25 of $11.37)

$ 12.06

Class T:
Net Asset Value
and redemption price per share ($5,967,419 ÷ 526,353 shares)

$ 11.34

 

 

 

Maximum offering price per share (100/96.50 of $11.34)

$ 11.75

Class C:
Net Asset Value
and offering price per share ($7,435,717 ÷ 658,492 shares)A

$ 11.29

 

 

 

Total Emerging Markets:
Net Asset Value
, offering price and redemption price per share ($49,959,436 ÷ 4,383,198 shares)

$ 11.40

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($5,353,640 ÷ 469,800 shares)

$ 11.40

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 Total Emerging Markets Fund
Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 2,210,247

Interest

 

1,561,521

Income from Fidelity Central Funds

 

3,923

Income before foreign taxes withheld

 

3,775,691

Less foreign taxes withheld

 

(240,765)

Total income

 

3,534,926

 

 

 

Expenses

Management fee

$ 884,762

Transfer agent fees

222,603

Distribution and service plan fees

128,889

Accounting and security lending fees

56,973

Custodian fees and expenses

410,719

Independent trustees' compensation

654

Registration fees

70,912

Audit

81,699

Legal

281

Interest

253

Miscellaneous

998

Total expenses before reductions

1,858,743

Expense reductions

(223,996)

1,634,747

Net investment income (loss)

1,900,179

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $30,003)

(1,717,551)

Investment not meeting investment restrictions

922

Foreign currency transactions

(84,114)

Futures contracts

(77,497)

Total net realized gain (loss)

 

(1,878,240)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $54,244)

1,880,839

Assets and liabilities in foreign currencies

415

Futures contracts

(9,007)

Total change in net unrealized appreciation (depreciation)

 

1,872,247

Net gain (loss)

(5,993)

Net increase (decrease) in net assets resulting from operations

$ 1,894,186

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

For the period
November 1, 2011
(commencement of
operations) to
October 31, 2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,900,179

$ 1,612,877

Net realized gain (loss)

(1,878,240)

(1,586,062)

Change in net unrealized appreciation (depreciation)

1,872,247

7,859,502

Net increase (decrease) in net assets resulting
from operations

1,894,186

7,886,317

Distributions to shareholders from net investment income

(1,561,667)

(96,645)

Distributions to shareholders from net realized gain

(137,352)

-

Total distributions

(1,699,019)

(96,645)

Share transactions - net increase (decrease)

(15,755,086)

95,209,478

Redemption fees

87,191

27,217

Total increase (decrease) in net assets

(15,472,728)

103,026,367

 

 

 

Net Assets

Beginning of period

103,026,367

-

End of period (including undistributed net investment income of $1,219,736 and undistributed net investment income of $1,406,377, respectively)

$ 87,553,639

$ 103,026,367

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2013

2012 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.86

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) C

  .18

  .20

Net realized and unrealized gain (loss)

  .48 F

  .68

Total from investment operations

  .66

  .88

Distributions from net investment income

  (.15)

  (.02)

Distributions from net realized gain

  (.01)

  -

Total distributions

  (.16)

  (.02)

Redemption fees added to paid in capital C

  .01

  - I

Net asset value, end of period

$ 11.37

$ 10.86

Total Return A, B

  6.23%

  8.80%

Ratios to Average Net Assets D, H

 

 

Expenses before reductions

  1.89%

  1.87%

Expenses net of fee waivers, if any

  1.65%

  1.65%

Expenses net of all reductions

  1.62%

  1.62%

Net investment income (loss)

  1.61%

  1.92%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 18,837

$ 7,675

Portfolio turnover rate E

  120%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

G For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Financial Highlights - Class T

Years ended October 31,

2013

2012 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.84

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) C

  .15

  .17

Net realized and unrealized gain (loss)

  .48 F

  .68

Total from investment operations

  .63

  .85

Distributions from net investment income

  (.12)

  (.01)

Distributions from net realized gain

  (.01)

  -

Total distributions

  (.14) J

  (.01)

Redemption fees added to paid in capital C

  .01

  - I

Net asset value, end of period

$ 11.34

$ 10.84

Total Return A, B

  5.93%

  8.56%

Ratios to Average Net Assets D, H

 

 

Expenses before reductions

  2.13%

  2.10%

Expenses net of fee waivers, if any

  1.90%

  1.90%

Expenses net of all reductions

  1.88%

  1.87%

Net investment income (loss)

  1.36%

  1.67%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 5,967

$ 5,823

Portfolio turnover rate E

  120%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

G For the period November 1, 2011 (commencement of operations) to October 31, 2012.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Total distributions of $.14 per share is comprised of distributions from net investment income of $.124 and distributions from net realized gain of $.014 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.80

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) C

  .09

  .12

Net realized and unrealized gain (loss)

  .47 F

  .69

Total from investment operations

  .56

  .81

Distributions from net investment income

  (.07)

  (.01)

Distributions from net realized gain

  (.01)

  -

Total distributions

  (.08)

  (.01)

Redemption fees added to paid in capital C

  .01

  - I

Net asset value, end of period

$ 11.29

$ 10.80

Total Return A, B

  5.31%

  8.07%

Ratios to Average Net Assets D, H

 

 

Expenses before reductions

  2.65%

  2.63%

Expenses net of fee waivers, if any

  2.40%

  2.40%

Expenses net of all reductions

  2.37%

  2.37%

Net investment income (loss)

  .86%

  1.17%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 7,436

$ 5,824

Portfolio turnover rate E

  120%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

G For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Financial Highlights - Total Emerging Markets

Years ended October 31,

2013

2012 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.89

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) B

  .21

  .22

Net realized and unrealized gain (loss)

  .47 E

  .69

Total from investment operations

  .68

  .91

Distributions from net investment income

  (.17)

  (.02)

Distributions from net realized gain

  (.01)

  -

Total distributions

  (.18)

  (.02)

Redemption fees added to paid in capital B

  .01

  - H

Net asset value, end of period

$ 11.40

$ 10.89

Total Return A

  6.44%

  9.15%

Ratios to Average Net Assets C, G

 

 

Expenses before reductions

  1.56%

  1.60%

Expenses net of fee waivers, if any

  1.40%

  1.40%

Expenses net of all reductions

  1.38%

  1.38%

Net investment income (loss)

  1.85%

  2.16%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 49,959

$ 81,416

Portfolio turnover rate D

  120%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

F For the period November 1, 2011 (commencement of operations) to October 31, 2012.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.89

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) B

  .20

  .22

Net realized and unrealized gain (loss)

  .48 E

  .69

Total from investment operations

  .68

  .91

Distributions from net investment income

  (.17)

  (.02)

Distributions from net realized gain

  (.01)

  -

Total distributions

  (.18)

  (.02)

Redemption fees added to paid in capital B

  .01

  - H

Net asset value, end of period

$ 11.40

$ 10.89

Total Return A

  6.44%

  9.15%

Ratios to Average Net Assets C, G

 

 

Expenses before reductions

  1.63%

  1.62%

Expenses net of fee waivers, if any

  1.40%

  1.40%

Expenses net of all reductions

  1.37%

  1.37%

Net investment income (loss)

  1.86%

  2.17%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 5,354

$ 2,287

Portfolio turnover rate D

  120%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

F For the period November 1, 2011 (commencement of operations) to October 31, 2012.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Total Emerging Markets Fund


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity Total Emerging Markets Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Total Emerging Markets and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. 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

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

securities. For corporate bonds and foreign government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. 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 or official closing 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, 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. 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

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. 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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures transactions, foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, capital loss carry forwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 12,054,189

Gross unrealized depreciation

(2,823,600)

Net unrealized appreciation (depreciation) on securities and other investments

$ 9,230,589

 

 

Tax Cost

$ 78,167,364

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 1,161,940

Capital loss carryforward

$ (2,949,184)

Net unrealized appreciation (depreciation)

$ 9,230,033

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.

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

No expiration

 

Short-term

$ (2,949,184)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 1,699,019

$ 96,645

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

New Accounting Pronouncement. 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

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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.

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

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

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 $(77,497) and a change in net unrealized appreciation (depreciation) of $(9,007) 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 $127,907,727 and $141,712,892, respectively.

The Fund realized a gain on the sale of an investment not meeting the investment restrictions of the Fund.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .55% of the Fund's average net assets and an annualized group fee rate that averaged .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. For the reporting period, the total annual management fee rate was .81% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period,

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 35,394

$ 11,702

Class T

.25%

.25%

31,862

11,312

Class C

.75%

.25%

61,633

54,524

 

 

 

$ 128,889

$ 77,538

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, and Class C redemptions. The deferred sales charges range from 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 13,119

Class T

3,441

Class C*

578

 

$ 17,138

* When Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 31,225

.22

Class T

15,225

.24

Class C

15,227

.25

Total Emerging Markets

153,704

.19

Institutional Class

7,222

.19

 

$ 222,603

 

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 $996 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

$ 3,919,500

.39%

$ 253

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

Annual Report

7. Committed Line of Credit - continued

agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $248 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $20. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

FMR contractually agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. This reimbursement will remain in place through December 31, 2014. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

9. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

 

 

 

Class A

1.65%

$ 33,991

Class T

1.90%

14,907

Class C

2.40%

15,690

Total Emerging Markets

1.40%

123,344

Institutional Class

1.40%

8,511

 

 

$ 196,443

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $426.

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 $26,904 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 $223.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012 A

From net investment income

 

 

Class A

$ 104,565

$ 9,099

Class T

69,282

4,204

Class C

35,970

3,000

Total Emerging Markets

1,316,259

75,940

Institutional Class

35,591

4,402

Total

$ 1,561,667

$ 96,645

From net realized gain

 

 

Class A

$ 10,027

$ -

Class T

7,822

-

Class C

7,516

-

Total Emerging Markets

109,039

-

Institutional Class

2,948

-

Total

$ 137,352

$ -

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

Annual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013

2012 A

2013

2012 A

Class A

 

 

 

 

Shares sold

1,550,621

723,537

$ 17,267,543

$ 7,311,002

Reinvestment of distributions

9,656

949

105,541

9,099

Shares redeemed

(609,546)

(17,979)

(6,666,165)

(179,387)

Net increase (decrease)

950,731

706,507

$ 10,706,919

$ 7,140,714

Class T

 

 

 

 

Shares sold

277,882

597,107

$ 3,114,089

$ 6,082,522

Reinvestment of distributions

7,041

439

76,883

4,204

Shares redeemed

(295,695)

(60,421)

(3,268,261)

(637,924)

Net increase (decrease)

(10,772)

537,125

$ (77,289)

$ 5,448,802

Class C

 

 

 

 

Shares sold

431,831

540,321

$ 4,824,945

$ 5,429,037

Reinvestment of distributions

3,973

314

43,420

3,000

Shares redeemed

(316,804)

(1,143)

(3,521,280)

(12,081)

Net increase (decrease)

119,000

539,492

$ 1,347,085

$ 5,419,956

Total Emerging Markets

 

 

 

 

Shares sold

5,085,608

8,901,615

$ 57,439,168

$ 89,854,661

Reinvestment of distributions

113,766

7,686

1,243,462

73,759

Shares redeemed

(8,294,710)

(1,430,767)

(89,232,029)

(14,834,512)

Net increase (decrease)

(3,095,336)

7,478,534

$ (30,549,399)

$ 75,093,908

Institutional Class

 

 

 

 

Shares sold

491,268

209,638

$ 5,357,985

$ 2,101,696

Reinvestment of distributions

3,526

459

38,539

4,402

Shares redeemed

(235,091)

-

(2,578,926)

-

Net increase (decrease)

259,703

210,097

$ 2,817,598

$ 2,106,098

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

12. Other - continued

claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 16% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity Total Emerging Markets Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Total Emerging Markets Fund (a fund of Fidelity Investment Trust) at October 31, 2013, the results of its operations for the year then ended, the changes in its net assets for the period indicated and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Total Emerging Markets Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 17, 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.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 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)

Institutional Class designates 63% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/10/12

$0.175

$0.0157

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 Total Emerging Markets Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

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 for the most recent one-year period, as shown below. A peer group comparison is not shown below.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Total Emerging Markets Fund

eki1573482

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps 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 13% means that 87% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to 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, is also included in the chart and considered by the Board.

Annual Report

Fidelity Total Emerging Markets Fund

eki1573484

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.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expense ratio of each of Class A 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.

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class C, Institutional Class, and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.65%, 1.90%, 2.40%, 1.40%, and 1.40% through December 31, 2013.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

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.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investment Advisors

FIL Investment Advisors (UK) Limited

FIL Investments (Japan) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

ATEKI-UANN-1213
1.931260.101

Fidelity®

Emerging Markets Discovery

Fund
and Fidelity
®

Total Emerging Markets

Fund

Annual Report

October 31, 2013

(Fidelity Cover Art)


Contents

Fidelity® Emerging Markets Discovery Fund

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the Financial Statements.

Fidelity Total Emerging Markets Fund

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the Financial Statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 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 Emerging Markets Discovery Fund


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Life of
fund
A

  Fidelity® Emerging Markets Discovery Fund

7.37%

13.20%

A From November 1, 2011

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Emerging Markets Discovery Fund, a class of the fund, on November 1, 2011, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® Emerging Markets SMID Cap Index performed over the same period.

emd1943193

Annual Report

Fidelity Emerging Markets Discovery 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 Ashish Swarup, Portfolio Manager of Fidelity® Emerging Markets Discovery Fund: For the year, the fund's Retail Class shares advanced 7.37%, trailing the 8.55% gain of the MSCI® Emerging Markets SMID Cap Index. Versus the index, underweighting Malaysia and China hurt, as did stock picks in South Korea. Looking at individual stocks, I saw opportunity in South Africa-based gold miner and non-index investment AngloGold Ashanti. I considered the company to be of high quality, well run and shareholder friendly, and the stock has historically been a steady performer. Unfortunately, shares fell this period alongside the price of gold. I sold AngloGold in May. Conversely, an overweighting in St. Shine Optical was a winner. The contact lens and glasses maker based in Taiwan consistently gained market share due to the high quality and reliability of its products. I was attracted to the company's good management team and the high return on equity of its business, as well as the stock's attractive valuation when I purchased it prior to the beginning of the reporting period. The stock performed very well during the past 12 months, and as its price continued to appreciate, I sold some of St. Shine to take profits.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Fidelity Emerging Markets Discovery Fund


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 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.

Annual Report

 

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

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 980.40

$ 8.49

HypotheticalA

 

$ 1,000.00

$ 1,016.64

$ 8.64

Class T

1.95%

 

 

 

Actual

 

$ 1,000.00

$ 978.80

$ 9.73

HypotheticalA

 

$ 1,000.00

$ 1,015.38

$ 9.91

Class C

2.45%

 

 

 

Actual

 

$ 1,000.00

$ 977.10

$ 12.21

HypotheticalA

 

$ 1,000.00

$ 1,012.85

$ 12.43

Emerging Markets Discovery

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 981.20

$ 7.24

HypotheticalA

 

$ 1,000.00

$ 1,017.90

$ 7.38

Institutional Class

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 982.00

$ 7.24

HypotheticalA

 

$ 1,000.00

$ 1,017.90

$ 7.38

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 Emerging Markets Discovery Fund


Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

E-Mart Co. Ltd. (Korea (South), Food & Staples Retailing)

1.7

1.0

Unified-President Enterprises Corp. (Taiwan, Food Products)

1.4

1.2

China Insurance International Holdings Co. Ltd. (Hong Kong, Insurance)

1.4

0.8

Compania Cervecerias Unidas SA sponsored ADR (Chile, Beverages)

1.4

1.0

LG Household & Health Care Ltd. (Korea (South), Household Products)

1.4

1.1

 

7.3

Top Five Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

25.8

23.8

Industrials

19.2

17.2

Consumer Staples

16.9

17.3

Consumer Discretionary

15.1

16.7

Health Care

6.9

5.3

Top Five Countries as of October 31, 2013

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

India

13.3

10.4

Taiwan

11.8

22.7

South Africa

10.4

11.0

Korea (South)

9.9

12.8

Chile

7.7

5.8

Percentages are adjusted for the effect of open futures contracts, if applicable.

Asset Allocation (% of fund's net assets)

As of October 31, 2013

As of April 30, 2013

emd1943195

Stocks 97.3%

 

emd1943195

Stocks 98.8%

 

emd1943198

Short-TermInvestments andNet Other Assets (Liabilities) 2.7%

 

emd1943198

Short-TermInvestments andNet Other Assets (Liabilities) 1.2%

 

emd1943201

Annual Report

Fidelity Emerging Markets Discovery Fund


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 96.3%

Shares

Value

Bermuda - 6.9%

China Foods Ltd.

1,566,000

$ 710,992

Shangri-La Asia Ltd.

520,000

952,406

Silverlake Axis Ltd. Class A

1,533,000

888,553

Tai Cheung Holdings Ltd.

1,017,000

771,309

Texwinca Holdings Ltd.

1,228,000

1,256,035

Trinity Ltd.

1,246,000

466,065

Wilson Sons Ltd. unit

81,855

1,023,096

Yue Yuen Industrial (Holdings) Ltd.

471,000

1,293,989

TOTAL BERMUDA

7,362,445

Brazil - 4.6%

BHG SA (Brazil Hospitality Group) (a)

106,800

781,859

BTG Pactual Participations Ltd. unit

48,000

642,157

Fleury SA

121,600

941,773

Hypermarcas SA

119,000

1,038,501

Iguatemi Empresa de Shopping Centers SA

72,200

829,904

Terna Participacoes SA unit

74,000

718,463

TOTAL BRAZIL

4,952,657

Cayman Islands - 6.9%

China Lodging Group Ltd. ADR (a)

46,300

1,017,674

Chu Kong Petroleum & Natural Gas Steel Pipe Holdings Ltd.

1,000,000

374,049

Ginko International Co. Ltd.

29,000

552,709

Gourmet Master Co. Ltd.

152,000

1,012,128

Greatview Aseptic Pack Co. Ltd.

1,319,000

830,223

Lifestyle International Holdings Ltd.

113,000

246,318

Samson Holding Ltd.

7,877,000

1,097,273

SITC International Holdings Co. Ltd.

1,685,000

712,860

Springland International Holdings Ltd.

1,264,000

692,893

Tao Heung Holdings Ltd.

1,128,000

865,678

TOTAL CAYMAN ISLANDS

7,401,805

Chile - 7.7%

Compania Cervecerias Unidas SA sponsored ADR

55,107

1,470,806

Embotelladora Andina SA sponsored ADR

32,153

1,099,633

Empresa Nacional de Telecomunicaciones SA (ENTEL)

60,226

926,816

Isapre CruzBlanca SA

1,312,507

896,528

Parque Arauco SA

431,517

833,129

Quinenco SA

456,526

1,220,968

Quinenco SA rights 11/5/13 (a)

108,014

42,172

Common Stocks - continued

Shares

Value

Chile - continued

Sociedad Matriz SAAM SA

9,377,011

$ 942,552

Sonda SA

290,100

753,212

TOTAL CHILE

8,185,816

China - 1.0%

China Communications Services Corp. Ltd. (H Shares)

1,116,000

683,735

Shandong Weigao Medical Polymer Co. Ltd. (H Shares)

408,000

383,108

TOTAL CHINA

1,066,843

Colombia - 0.6%

Bolsa de Valores de Colombia

48,878,613

622,492

Hong Kong - 3.6%

China Insurance International Holdings Co. Ltd. (a)

946,000

1,476,409

Dah Chong Hong Holdings Ltd.

893,000

757,892

HKT Trust / HKT Ltd. unit

984,000

912,545

Singamas Container Holdings Ltd.

2,936,000

685,433

TOTAL HONG KONG

3,832,279

Hungary - 1.1%

Richter Gedeon PLC

62,400

1,186,549

India - 13.3%

Bank of Baroda

69,571

725,808

Container Corp. of India Ltd.

76,245

936,545

Credit Analysis & Research Ltd.

100,032

1,080,201

Grasim Industries Ltd.

19,771

929,352

IDFC Ltd.

648,827

1,113,421

Indian Hotels Co. Ltd.

938,336

748,397

Ipca Laboratories Ltd.

90,219

1,007,944

Jain Irrigation Systems Ltd.

760,572

825,689

Mahindra Lifespace Developers Ltd.

93,500

649,921

Motilal Oswal Financial Services Ltd.

685,225

773,914

Prestige Estates Projects Ltd. (a)

373,175

866,265

Punjab National Bank

80,137

743,345

SKS Microfinance Ltd. (a)

325,922

823,479

Tech Mahindra Ltd. (a)

54,154

1,363,033

Thermax Ltd. (a)

76,141

787,802

Tube Investments of India Ltd.

354,155

844,813

TOTAL INDIA

14,219,929

Indonesia - 4.1%

PT Astra Graphia Tbk

7,177,500

1,056,961

PT Bank Tabungan Pensiunan Nasional Tbk (a)

543,500

210,938

Common Stocks - continued

Shares

Value

Indonesia - continued

PT Hero Supermarket Tbk (a)

2,698,000

$ 861,632

PT Holcim Indonesia Tbk

3,289,000

751,309

PT Tempo Scan Pacific Tbk

2,063,000

713,742

PT Wijaya Karya Persero Tbk

4,610,500

785,284

TOTAL INDONESIA

4,379,866

Kenya - 0.8%

East African Breweries Ltd.

228,200

852,909

Korea (South) - 9.9%

Binggrea Co. Ltd.

8,872

748,194

E-Mart Co. Ltd.

7,626

1,825,156

Kiwoom Securities Co. Ltd.

25,329

1,326,975

Korea Plant Service & Engineering Co. Ltd.

27,617

1,400,002

LG Corp.

24,155

1,427,067

LG Household & Health Care Ltd.

2,792

1,449,562

Samsung Fire & Marine Insurance Co. Ltd.

2,907

679,308

Shinsegae Food Co. Ltd.

10,022

839,510

TK Corp. (a)

45,428

922,446

TOTAL KOREA (SOUTH)

10,618,220

Malaysia - 2.4%

Oldtown Bhd

1,036,900

814,672

Oriental Holdings Bhd

295,600

827,849

YTL Corp. Bhd

1,866,800

975,834

TOTAL MALAYSIA

2,618,355

Mexico - 1.4%

Bolsa Mexicana de Valores S.A.B. de CV

310,300

739,645

Consorcio ARA S.A.B. de CV (a)

1,864,800

728,926

TOTAL MEXICO

1,468,571

Nigeria - 0.7%

Guaranty Trust Bank PLC

4,415,484

703,474

Philippines - 0.7%

Security Bank Corp.

217,510

699,616

Poland - 1.2%

Warsaw Stock Exchange

87,205

1,262,630

Russia - 2.4%

Moscow Exchange MICEX-RTS OAO

284,000

542,395

Common Stocks - continued

Shares

Value

Russia - continued

Synergy Co. (a)

56,651

$ 1,130,167

Vozrozhdenie Bank

71,500

922,991

TOTAL RUSSIA

2,595,553

Singapore - 0.6%

Ezion Holdings Ltd.

378,000

681,629

South Africa - 10.4%

Adcorp Holdings Ltd.

312,400

1,079,532

African Bank Investments Ltd.

583,117

987,472

Astral Foods Ltd.

136,400

1,372,322

Bidvest Group Ltd.

47,500

1,266,714

Illovo Sugar Ltd.

278,400

872,188

JSE Ltd.

100,955

882,963

PSG Group Ltd.

143,700

1,180,949

SA Corporate Real Estate Fund

1,935,200

773,020

Tiger Brands Ltd.

44,025

1,290,128

Zeder Investments Ltd.

3,171,609

1,369,352

TOTAL SOUTH AFRICA

11,074,640

Sri Lanka - 0.7%

John Keells Holdings Ltd.

442,958

756,649

Taiwan - 11.8%

Chroma ATE, Inc.

501,000

1,065,487

Cleanaway Co. Ltd.

142,000

887,651

CTCI Corp.

588,000

1,026,778

E.SUN Financial Holdings Co. Ltd.

1,630,655

1,088,581

Formosa Optical Technology Co. Ltd.

304,000

1,084,423

Johnson Health Tech Co. Ltd.

1,740

4,960

Kd Holding Corp.

134,000

860,404

King Slide Works Co. Ltd.

70,000

618,312

MJC Probe, Inc.

449,000

782,528

Pacific Hospital Supply Co. Ltd.

313,700

1,166,983

Sinyi Realty, Inc.

635,560

1,159,489

St. Shine Optical Co. Ltd.

20,000

587,736

Standard Foods Corp.

26,450

80,873

Unified-President Enterprises Corp.

785,803

1,494,988

Wowprime Corp.

43,500

719,704

TOTAL TAIWAN

12,628,897

Turkey - 3.0%

Anadolu Efes Biracilik Ve Malt Sanayii A/S

83,749

1,069,806

Common Stocks - continued

Shares

Value

Turkey - continued

Enka Insaat ve Sanayi A/S

403,057

$ 1,179,137

Is Yatirim Menkul Degerler A/S

1,385,599

999,505

TOTAL TURKEY

3,248,448

United States of America - 0.5%

Sohu.com, Inc. (a)

7,900

528,984

TOTAL COMMON STOCKS

(Cost $100,982,901)


102,949,256

Nonconvertible Preferred Stocks - 1.0%

 

 

 

 

Brazil - 1.0%

Klabin SA (PN) (non-vtg.)
(Cost $996,339)

201,200


1,068,780

Money Market Funds - 3.2%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)
(Cost $3,360,575)

3,360,575


3,360,575

TOTAL INVESTMENT PORTFOLIO - 100.5%

(Cost $105,339,815)

107,378,611

NET OTHER ASSETS (LIABILITIES) - (0.5)%

(510,079)

NET ASSETS - 100%

$ 106,868,532

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.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 5,709

Fidelity Securities Lending Cash Central Fund

3,614

Total

$ 9,323

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 table 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

$ 16,238,792

$ 16,238,792

$ -

$ -

Consumer Staples

18,182,529

18,182,529

-

-

Energy

1,055,678

1,055,678

-

-

Financials

27,481,057

26,737,712

743,345

-

Health Care

7,437,072

6,429,128

1,007,944

-

Industrials

20,444,054

20,444,054

-

-

Information Technology

5,381,797

5,381,797

-

-

Materials

3,579,664

2,650,312

929,352

-

Telecommunication Services

2,523,096

2,523,096

-

-

Utilities

1,694,297

1,694,297

-

-

Money Market Funds

3,360,575

3,360,575

-

-

Total Investments in Securities:

$ 107,378,611

$ 104,697,970

$ 2,680,641

$ -

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Emerging Markets Discovery Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $101,979,240)

$ 104,018,036

 

Fidelity Central Funds (cost $3,360,575)

3,360,575

 

Total Investments (cost $105,339,815)

 

$ 107,378,611

Cash

 

105,599

Foreign currency held at value (cost $10,502)

10,477

Receivable for investments sold

3,062,739

Receivable for fund shares sold

297,178

Dividends receivable

39,430

Distributions receivable from Fidelity Central Funds

464

Prepaid expenses

451

Receivable from investment adviser for expense reductions

31,581

Other affiliated receivables

73,436

Other receivables

25,607

Total assets

111,025,573

 

 

 

Liabilities

Payable for investments purchased

$ 3,624,635

Payable for fund shares redeemed

102,677

Accrued management fee

75,088

Distribution and service plan fees payable

3,409

Other affiliated payables

25,814

Other payables and accrued expenses

325,418

Total liabilities

4,157,041

 

 

 

Net Assets

$ 106,868,532

Net Assets consist of:

 

Paid in capital

$ 103,184,879

Undistributed net investment income

648,420

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

1,216,581

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

1,818,652

Net Assets

$ 106,868,532

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Emerging Markets Discovery Fund

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($5,065,263 ÷ 405,641 shares)

$ 12.49

 

 

 

Maximum offering price per share (100/94.25 of $12.49)

$ 13.25

Class T:
Net Asset Value
and redemption price per share ($1,914,183 ÷ 153,883 shares)

$ 12.44

 

 

 

Maximum offering price per share (100/96.50 of $12.44)

$ 12.89

Class C:
Net Asset Value
and offering price per share ($2,081,734 ÷ 168,561 shares)A

$ 12.35

 

 

 

Emerging Markets Discovery:
Net Asset Value
, offering price and redemption price per share ($96,731,108 ÷ 7,723,835 shares)

$ 12.52

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,076,244 ÷ 85,924 shares)

$ 12.53

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

 

$ 2,828,759

Income from Fidelity Central Funds

 

9,323

Income before foreign taxes withheld

 

2,838,082

Less foreign taxes withheld

 

(276,587)

Total income

 

2,561,495

 

 

 

Expenses

Management fee

$ 970,456

Transfer agent fees

278,936

Distribution and service plan fees

51,976

Accounting and security lending fees

58,907

Custodian fees and expenses

313,877

Independent trustees' compensation

619

Registration fees

92,723

Audit

76,674

Legal

207

Miscellaneous

435

Total expenses before reductions

1,844,810

Expense reductions

(214,796)

1,630,014

Net investment income (loss)

931,481

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $74,639)

2,425,794

Foreign currency transactions

(109,494)

Total net realized gain (loss)

 

2,316,300

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $183,313)

(861,858)

Assets and liabilities in foreign currencies

(3,018)

Total change in net unrealized appreciation (depreciation)

 

(864,876)

Net gain (loss)

1,451,424

Net increase (decrease) in net assets resulting from operations

$ 2,382,905

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Emerging Markets Discovery Fund

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2013

For the period
November 1, 2011 (commencement of operations) to
October 31, 2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 931,481

$ 275,092

Net realized gain (loss)

2,316,300

834,546

Change in net unrealized appreciation (depreciation)

(864,876)

2,683,528

Net increase (decrease) in net assets resulting
from operations

2,382,905

3,793,166

Distributions to shareholders from net investment income

(286,293)

(7,760)

Distributions to shareholders from net realized gain

(914,866)

-

Total distributions

(1,201,159)

(7,760)

Share transactions - net increase (decrease)

59,689,170

41,986,470

Redemption fees

191,734

34,006

Total increase (decrease) in net assets

61,062,650

45,805,882

 

 

 

Net Assets

Beginning of period

45,805,882

-

End of period (including undistributed net investment income of $648,420 and undistributed net investment income of $251,826, respectively)

$ 106,868,532

$ 45,805,882

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2013

2012 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 11.89

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) C

  .08

  .12

Net realized and unrealized gain (loss)

  .75

  1.76

Total from investment operations

  .83

  1.88

Distributions from net investment income

  (.04)

  (.01)

Distributions from net realized gain

  (.20)

  -

Total distributions

  (.25) H

  (.01)

Redemption fees added to paid in capital C

  .02

  .02

Net asset value, end of period

$ 12.49

$ 11.89

Total Return A, B

  7.20%

  19.00%

Ratios to Average Net Assets D, G

 

 

Expenses before reductions

  1.87%

  3.49%

Expenses net of fee waivers, if any

  1.70%

  1.70%

Expenses net of all reductions

  1.64%

  1.64%

Net investment income (loss)

  .62%

  1.16%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 5,065

$ 1,671

Portfolio turnover rate E

  179%

  83%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2011 (commencement of operations) to October 31, 2012.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Total distributions of $.25 per share is comprised of distributions from net investment income of $.044 and distributions from net realized gain of $.203 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 11.87

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) C

  .05

  .10

Net realized and unrealized gain (loss)

  .74

  1.75

Total from investment operations

  .79

  1.85

Distributions from net investment income

  (.03)

  - I

Distributions from net realized gain

  (.20)

  -

Total distributions

  (.24) H

  - I

Redemption fees added to paid in capital C

  .02

  .02

Net asset value, end of period

$ 12.44

$ 11.87

Total Return A, B

  6.87%

  18.75%

Ratios to Average Net Assets D, G

 

 

Expenses before reductions

  2.19%

  3.77%

Expenses net of fee waivers, if any

  1.95%

  1.95%

Expenses net of all reductions

  1.89%

  1.89%

Net investment income (loss)

  .37%

  .91%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 1,914

$ 1,700

Portfolio turnover rate E

  179%

  83%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2011 (commencement of operations) to October 31, 2012.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Total distributions of $.24 per share is comprised of distributions from net investment income of $.034 and distributions from net realized gain of $.203 per share.

I Amount represents less than $.01 per share

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 11.82

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) C

  (.02)

  .04

Net realized and unrealized gain (loss)

  .74

  1.76

Total from investment operations

  .72

  1.80

Distributions from net investment income

  (.01)

  -

Distributions from net realized gain

  (.20)

  -

Total distributions

  (.21)

  -

Redemption fees added to paid in capital C

  .02

  .02

Net asset value, end of period

$ 12.35

$ 11.82

Total Return A, B

  6.32%

  18.20%

Ratios to Average Net Assets D, G

 

 

Expenses before reductions

  2.70%

  4.32%

Expenses net of fee waivers, if any

  2.45%

  2.45%

Expenses net of all reductions

  2.39%

  2.39%

Net investment income (loss)

  (.13)%

  .41%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 2,082

$ 1,474

Portfolio turnover rate E

  179%

  83%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2011 (commencement of operations) to October 31, 2012.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Emerging Markets Discovery

Years ended October 31,

2013

2012 E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 11.92

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) B

  .11

  .15

Net realized and unrealized gain (loss)

  .74

  1.76

Total from investment operations

  .85

  1.91

Distributions from net investment income

  (.07)

  (.01)

Distributions from net realized gain

  (.20)

  -

Total distributions

  (.27)

  (.01)

Redemption fees added to paid in capital B

  .02

  .02

Net asset value, end of period

$ 12.52

$ 11.92

Total Return A

  7.37%

  19.35%

Ratios to Average Net Assets C, F

 

 

Expenses before reductions

  1.57%

  3.02%

Expenses net of fee waivers, if any

  1.45%

  1.45%

Expenses net of all reductions

  1.39%

  1.39%

Net investment income (loss)

  .87%

  1.41%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 96,731

$ 39,135

Portfolio turnover rate D

  179%

  83%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E For the period November 1, 2011 (commencement of operations) to October 31, 2012.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012 E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 11.92

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) B

  .11

  .15

Net realized and unrealized gain (loss)

  .75

  1.76

Total from investment operations

  .86

  1.91

Distributions from net investment income

  (.07)

  (.01)

Distributions from net realized gain

  (.20)

  -

Total distributions

  (.27)

  (.01)

Redemption fees added to paid in capital B

  .02

  .02

Net asset value, end of period

$ 12.53

$ 11.92

Total Return A

  7.45%

  19.35%

Ratios to Average Net Assets C, F

 

 

Expenses before reductions

  1.60%

  3.21%

Expenses net of fee waivers, if any

  1.45%

  1.45%

Expenses net of all reductions

  1.39%

  1.39%

Net investment income (loss)

  .87%

  1.41%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 1,076

$ 1,825

Portfolio turnover rate D

  179%

  83%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E For the period November 1, 2011 (commencement of operations) to October 31, 2012.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Emerging Markets Discovery Fund


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity Emerging Markets Discovery Fund (the Fund) is a non-diversified fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Emerging Markets Discovery and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. 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

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

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.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2013, 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. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC) and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 7,324,813

Gross unrealized depreciation

(6,582,719)

Net unrealized appreciation (depreciation) on securities and other investments

$ 742,094

 

 

Tax Cost

$ 106,636,517

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 648,420

Undistributed long-term capital gain

$ 2,513,282

Net unrealized appreciation (depreciation)

$ 738,896

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 1,201,159

$ 7,760

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 2.00% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $247,560,295 and $189,920,365, respectively.

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .60% of the Fund's average net assets and an annualized group fee rate that averaged .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. For the reporting period, the total annual management fee rate was .86% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 11,370

$ 640

Class T

.25%

.25%

10,003

706

Class C

.75%

.25%

30,603

12,100

 

 

 

$ 51,976

$ 13,446

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T and Class C redemptions. The deferred sales charges range from 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 8,180

Class T

2,075

Class C*

942

 

$ 11,197

* When Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 13,166

.29

Class T

6,485

.32

Class C

7,570

.25

Emerging Markets Discovery

245,715

.24

Institutional Class

6,000

.22

 

$ 278,936

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for 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 $334 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $232 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $3,614. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR contractually agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. This reimbursement will remain in place through December 31, 2014. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

 

 

 

Class A

1.70%

$ 7,621

Class T

1.95%

4,856

Class C

2.45%

7,439

Emerging Markets Discovery

1.45%

124,923

Institutional Class

1.45%

4,058

 

 

$ 148,897

Annual Report

8. Expense Reductions - continued

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $970.

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 $64,929 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012 A

From net investment income

 

 

Class A

$ 7,274

$ 435

Class T

5,643

203

Class C

1,195

-

Emerging Markets Discovery

259,277

6,522

Institutional Class

12,904

600

Total

$ 286,293

$ 7,760

From net realized gain

 

 

Class A

$ 33,559

$ -

Class T

33,691

-

Class C

30,324

-

Emerging Markets Discovery

778,518

-

Institutional Class

38,774

-

Total

$ 914,866

$ -

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013

2012 A

2013

2012 A

Class A

 

 

 

 

Shares sold

646,803

197,037

$ 8,039,936

$ 2,112,904

Reinvestment of distributions

3,013

46

36,310

435

Shares redeemed

(384,660)

(56,598)

(4,712,072)

(637,589)

Net increase (decrease)

265,156

140,485

$ 3,364,174

$ 1,475,750

Class T

 

 

 

 

Shares sold

157,097

182,780

$ 1,931,892

$ 1,990,143

Reinvestment of distributions

3,232

22

38,882

203

Shares redeemed

(149,702)

(39,546)

(1,831,906)

(451,707)

Net increase (decrease)

10,627

143,256

$ 138,868

$ 1,538,639

Class C

 

 

 

 

Shares sold

428,945

161,266

$ 5,224,843

$ 1,743,293

Reinvestment of distributions

2,629

-

31,519

-

Shares redeemed

(387,768)

(36,511)

(4,776,955)

(415,821)

Net increase (decrease)

43,806

124,755

$ 479,407

$ 1,327,472

Emerging Markets Discovery

 

 

 

 

Shares sold

12,245,350

4,074,333

$ 152,132,821

$ 44,757,138

Reinvestment of distributions

72,226

681

871,750

6,419

Shares redeemed

(7,876,995)

(791,760)

(96,541,547)

(8,744,517)

Net increase (decrease)

4,440,581

3,283,254

$ 56,463,024

$ 36,019,040

Institutional Class

 

 

 

 

Shares sold

231,788

199,001

$ 2,857,278

$ 2,149,513

Reinvestment of distributions

3,612

64

43,597

600

Shares redeemed

(302,585)

(45,956)

(3,657,178)

(524,544)

Net increase (decrease)

(67,185)

153,109

$ (756,303)

$ 1,625,569

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Fidelity Total Emerging Markets Fund


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Life of
fund
A

  Fidelity Total Emerging Markets Fund

6.44%

7.78%

A From November 1, 2011

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Total Emerging Markets Fund, a class of the fund, on November 1, 2011, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® Emerging Markets Index performed over the same period.

emd1943203

Annual Report

Fidelity Total Emerging Markets 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 persistent preference for higher-risk assets. The period was not without turbulence, however. In the spring and summer, world central banks, especially in the U.S. and China, made clear their intentions to maintain accommodative monetary policies. That stance, along with modest cyclical improvements around the globe and generally low valuations, underpinned the broad rally in equities. Europe (+32%) shone, with most markets on the Continent notching solid, index-beating gains. Another bright spot, Japan, posted a 34% full-year result, despite a struggling yen and a weak second half. The U.S. - by far the largest index component - also outperformed, up roughly 28%. 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 shown by results in Brazil (-1%), Russia (+12%), India (+1%) and China (+8%). Against a strong tilt toward equities, global bond markets fell flat, with the Barclays® Global Aggregate GDP Weighted Index returning -0.15% for the full period.

Comments from John Carlson, Lead Portfolio Manager of Fidelity® Total Emerging Markets Fund: For the year, the fund's Retail Class shares gained 6.44%. By comparison, the fund's primary benchmark, the MSCI® Emerging Markets Index, returned 6.90%, while the Fidelity Total Emerging Markets Composite IndexSM advanced 3.07%. Versus the Composite index, the biggest boost came from security selection among equities. Here, the top individual contributor was Taiwan's ECLAT Textile, a supplier of performance fabrics that enjoyed pricing power for its products. We also were helped by Mobile TeleSystems, a Russian wireless telecom provider that was lifted by easing competitive conditions and upward revisions to its earnings forecasts. Conversely, the materials sector was the only notable area of weakness. Turning to emerging-markets (EM) debt, an underweighting here was helpful, as were our picks in Venezuela. Detractors included security selection in Russia and Mexico, as our holdings here were primarily long-duration securities that underperformed. It also hurt to largely avoid Argentina, which rallied significantly.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Fidelity Total Emerging Markets Fund


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 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.

Annual Report

 

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

1.65%

 

 

 

Actual

 

$ 1,000.00

$ 1,010.70

$ 8.36

HypotheticalA

 

$ 1,000.00

$ 1,016.89

$ 8.39

Class T

1.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,008.90

$ 9.62

HypotheticalA

 

$ 1,000.00

$ 1,015.63

$ 9.65

Class C

2.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,006.20

$ 12.14

HypotheticalA

 

$ 1,000.00

$ 1,013.11

$ 12.18

Total Emerging Markets

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.50

$ 7.10

HypotheticalA

 

$ 1,000.00

$ 1,018.15

$ 7.12

Institutional Class

1.40%

 

 

 

Actual

 

$ 1,000.00

$ 1,011.50

$ 7.10

HypotheticalA

 

$ 1,000.00

$ 1,018.15

$ 7.12

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 Total Emerging Markets Fund


Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Samsung Electronics Co. Ltd. (Korea (South), Semiconductors & Semiconductor Equipment)

3.6

4.0

Taiwan Semiconductor Manufacturing Co. Ltd. (Taiwan, Semiconductors & Semiconductor Equipment)

2.4

2.4

Tencent Holdings Ltd. (Cayman Islands, Internet Software & Services)

1.6

0.8

Sberbank (Savings Bank of the Russian Federation) (Russia, Commercial Banks)

1.6

1.3

Industrial & Commercial Bank of China Ltd. (H Shares) (China, Commercial Banks)

1.4

1.1

 

10.6

Top Five Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

21.9

21.9

Information Technology

12.5

10.7

Energy

11.4

13.0

Materials

7.8

8.1

Telecommunication Services

6.7

6.2

Top Five Countries as of October 31, 2013

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Korea (South)

14.1

10.9

Russia

7.8

8.1

Brazil

7.8

10.1

Cayman Islands

6.8

5.6

Taiwan

5.5

5.9

Percentages are adjusted for the effect of open futures contracts, if applicable.

Asset Allocation (% of fund's net assets)

As of October 31, 2013

As of April 30, 2013

emd1943195

Stocks and
Equity Futures 76.5%

 

emd1943195

Stocks 75.7%

 

emd1943207

Bonds 22.2%

 

emd1943207

Bonds 22.3%

 

emd1943198

Short-Term
Investments and
Net Other Assets
(Liabilities) 1.3%

 

emd1943198

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.0%

 

emd1943212

Annual Report

Fidelity Total Emerging Markets Fund


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 72.7%

Shares

Value

Argentina - 0.1%

Grupo Financiero Galicia SA sponsored ADR

13,090

$ 126,711

Austria - 0.4%

Erste Group Bank AG

8,890

313,529

Bailiwick of Jersey - 0.3%

Atrium European Real Estate Ltd.

45,129

269,973

Bermuda - 1.4%

Aquarius Platinum Ltd. (Australia) (a)

117,431

77,138

BW Offshore Ltd.

228,373

313,420

Cosan Ltd. Class A

17,863

281,521

GP Investments Ltd. Class A (depositary receipt) (a)

101,622

182,359

Shangri-La Asia Ltd.

110,000

201,470

Stolt-Nielsen SA

7,271

205,804

TOTAL BERMUDA

1,261,712

Brazil - 6.8%

Anhanguera Educacional Participacoes SA

34,600

206,964

Arezzo Industria e Comercio SA

9,700

145,054

BHG SA (Brazil Hospitality Group) (a)

13,600

99,563

BR Properties SA

42,820

363,173

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

8,700

323,640

Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) sponsored ADR

20,630

218,884

Companhia Paranaense de Energia-Copel (PN-B) sponsored ADR

13,665

189,670

Estacio Participacoes SA

24,200

186,885

Fibria Celulose SA (a)

10,000

129,676

Gerdau SA sponsored ADR

44,800

355,264

Itau Unibanco Holding SA sponsored ADR

76,790

1,183,334

Petroleo Brasileiro SA - Petrobras:

(PN) sponsored ADR (non-vtg.)

11,606

210,765

sponsored ADR

26,526

462,348

Smiles SA

14,300

187,607

TIM Participacoes SA sponsored ADR

3,280

83,378

Ultrapar Participacoes SA

21,700

578,292

Vale SA (PN-A) sponsored ADR

72,200

1,057,008

TOTAL BRAZIL

5,981,505

British Virgin Islands - 0.0%

Luxoft Holding, Inc.

1,100

32,142

Canada - 0.6%

First Quantum Minerals Ltd.

12,500

237,136

Common Stocks - continued

Shares

Value

Canada - continued

Goldcorp, Inc.

5,900

$ 150,294

Pan American Silver Corp.

9,200

97,612

Torex Gold Resources, Inc. (a)

61,700

68,644

TOTAL CANADA

553,686

Cayman Islands - 6.1%

21Vianet Group, Inc. ADR (a)

10,920

196,560

58.com, Inc. ADR

300

7,236

Anta Sports Products Ltd.

149,000

213,708

Anton Oilfield Services Group

356,000

224,997

China Liansu Group Holdings Ltd.

270,000

172,733

Cimc Enric Holdings Ltd.

124,000

174,652

Ctrip.com International Ltd. sponsored ADR (a)

4,400

238,700

Eurasia Drilling Co. Ltd. GDR (Reg. S)

8,934

378,355

GCL-Poly Energy Holdings Ltd. (a)

1,193,000

366,225

Greatview Aseptic Pack Co. Ltd.

398,000

250,515

Haitian International Holdings Ltd.

78,000

187,932

Hengan International Group Co. Ltd.

42,000

514,369

Hilong Holding Ltd.

166,000

110,481

Springland International Holdings Ltd.

300,000

164,452

Tencent Holdings Ltd.

25,800

1,408,301

Uni-President China Holdings Ltd.

272,000

271,895

Veripos

29,165

144,036

Xueda Education Group sponsored ADR

28,100

131,508

Yingde Gases Group Co. Ltd.

188,000

193,020

TOTAL CAYMAN ISLANDS

5,349,675

Chile - 1.2%

Banco Santander Chile

5,905,977

362,948

Embotelladora Andina SA ADR

2,300

59,570

Empresa Nacional de Electricidad SA

110,318

168,196

Empresa Nacional de Telecomunicaciones SA (ENTEL)

12,847

197,702

Inversiones La Construccion SA

7,739

116,179

Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR

4,200

115,962

TOTAL CHILE

1,020,557

China - 5.3%

Anhui Conch Cement Co. Ltd. (H Shares)

73,000

254,695

BBMG Corp. (H Shares)

351,500

252,075

China Communications Construction Co. Ltd. (H Shares)

349,000

284,944

China Construction Bank Corp. (H Shares)

653,000

507,037

China Pacific Insurance Group Co. Ltd. (H Shares)

251,600

908,655

Common Stocks - continued

Shares

Value

China - continued

China Suntien Green Energy Corp. Ltd. (H Shares)

247,200

$ 86,407

China Telecom Corp. Ltd. (H Shares)

846,157

441,995

Industrial & Commercial Bank of China Ltd. (H Shares)

1,739,000

1,217,950

Maanshan Iron & Steel Ltd. (H Shares) (a)

568,000

145,059

PICC Property & Casualty Co. Ltd. (H Shares)

177,000

271,219

Weichai Power Co. Ltd. (H Shares)

59,400

237,891

TOTAL CHINA

4,607,927

Cyprus - 0.3%

Globaltrans Investment PLC GDR (Reg. S)

19,300

293,360

Czech Republic - 0.1%

Ceske Energeticke Zavody A/S

1,780

51,236

Denmark - 0.2%

Auriga Industries A/S Series B (a)

5,323

208,821

France - 0.2%

Technip SA

1,888

197,769

Hong Kong - 1.3%

AIA Group Ltd.

32,100

162,922

CNOOC Ltd.

24,000

48,815

CNOOC Ltd. sponsored ADR

700

141,617

Far East Horizon Ltd.

343,000

250,846

Lenovo Group Ltd.

418,000

447,491

Sinotruk Hong Kong Ltd.

233,500

122,277

TOTAL HONG KONG

1,173,968

India - 5.3%

Axis Bank Ltd.

31,183

618,711

Bajaj Auto Ltd.

6,012

207,792

Bharti Airtel Ltd.

42,507

253,218

Bharti Infratel Ltd.

81,097

216,942

Eicher Motors Ltd.

3,283

210,853

Grasim Industries Ltd.

4,724

222,055

Indiabulls Real Estate Ltd.

167,722

170,514

ITC Ltd.

106,950

581,401

JK Cement Ltd.

21,830

68,493

Larsen & Toubro Ltd.

19,537

308,698

Lupin Ltd.

14,534

215,798

Maruti Suzuki India Ltd. 

11,768

312,456

Mundra Port and SEZ Ltd.

107,251

253,230

NHPC Ltd.

481,849

141,527

NTPC Ltd.

107,028

258,956

Petronet LNG Ltd.

78,017

157,303

Common Stocks - continued

Shares

Value

India - continued

Phoenix Mills Ltd. (a)

34,705

$ 131,895

SREI Infrastructure Finance Ltd.

435,998

144,687

Ultratech Cemco Ltd.

5,561

177,490

TOTAL INDIA

4,652,019

Indonesia - 1.3%

PT AKR Corporindo Tbk

247,500

106,486

PT Bakrieland Development Tbk (a)

21,996,000

97,564

PT Bank Rakyat Indonesia Tbk

398,000

278,925

PT Bank Tabungan Negara Tbk

1,280,200

110,161

PT Kalbe Farma Tbk

1,665,500

192,073

PT Telkomunikasi Indonesia Tbk sponsored ADR

7,626

310,836

TOTAL INDONESIA

1,096,045

Isle of Man - 0.0%

IBS Group Holding Ltd. GDR (Reg. S)

1,300

35,116

Israel - 0.2%

NICE Systems Ltd. sponsored ADR

4,500

176,310

Kenya - 0.3%

Equity Bank Ltd.

576,900

239,953

Korea (South) - 13.2%

AMOREPACIFIC Group, Inc.

727

256,541

Daewoo International Corp.

17,225

635,420

Daou Technology, Inc.

11,720

160,679

E-Mart Co. Ltd.

2,632

629,926

Hana Financial Group, Inc.

26,070

1,004,695

Hankook Shell Oil Co. Ltd.

265

131,341

Hyundai Industrial Development & Construction Co.

11,590

257,730

Hyundai Mobis

1,115

314,660

KB Financial Group, Inc.

25,480

1,002,989

Korea Electric Power Corp. (a)

9,825

262,255

Korea Plant Service & Engineering Co. Ltd.

370

18,757

Korean Reinsurance Co.

27,060

303,420

KT&G Corp.

3,666

267,710

LG Chemical Ltd.

1,313

370,537

LG Corp.

5,031

297,229

Lotte Chemical Corp.

822

168,462

NHN Corp.

1,129

635,094

Oci Co. Ltd.

1,507

272,637

POSCO sponsored ADR

5,000

372,300

Samsung Electronics Co. Ltd.

2,306

3,183,223

Samsung Life Insurance Co. Ltd.

4,099

403,612

Common Stocks - continued

Shares

Value

Korea (South) - continued

SK Hynix, Inc. (a)

8,360

$ 251,679

SK Telecom Co. Ltd.

1,502

327,153

TOTAL KOREA (SOUTH)

11,528,049

Luxembourg - 0.3%

Subsea 7 SA

12,335

260,871

Malaysia - 0.3%

Petronas Dagangan Bhd

22,500

218,121

Tenaga Nasional Bhd

10,950

32,713

TOTAL MALAYSIA

250,834

Mexico - 4.0%

Alpek SA de CV

42,600

92,434

America Movil S.A.B. de CV Series L sponsored ADR

35,713

764,615

CEMEX SA de CV sponsored ADR

26,435

279,682

El Puerto de Liverpool S.A.B. de CV Class C

20,300

219,240

Fomento Economico Mexicano S.A.B. de CV sponsored ADR

5,450

508,485

Gruma S.A.B. de CV Series B (a)

49,500

339,251

Grupo Comercial Chedraui S.A.B. de CV

70,900

221,711

Grupo Financiero Banorte S.A.B. de CV Series O

65,600

418,722

Grupo Televisa SA de CV (CPO) sponsored ADR

21,000

639,240

TOTAL MEXICO

3,483,380

Netherlands - 0.3%

Fugro NV (Certificaten Van Aandelen)

4,347

272,000

Nigeria - 1.3%

Guaranty Trust Bank PLC GDR (Reg. S)

53,750

419,250

Zenith Bank PLC

5,102,305

692,088

TOTAL NIGERIA

1,111,338

Norway - 0.9%

ElectroMagnetic GeoServices ASA (a)

77,389

89,374

Spectrum ASA

12,824

74,320

TGS Nopec Geophysical Co. ASA

21,811

600,136

TOTAL NORWAY

763,830

Panama - 0.3%

Copa Holdings SA Class A

2,060

308,052

Philippines - 1.1%

Alliance Global Group, Inc.

344,300

209,934

Common Stocks - continued

Shares

Value

Philippines - continued

Metropolitan Bank & Trust Co.

137,074

$ 282,300

Robinsons Land Corp.

915,700

480,999

TOTAL PHILIPPINES

973,233

Poland - 0.4%

Powszechny Zaklad Ubezpieczen SA

1,874

285,205

Telekomunikacja Polska SA

24,900

80,673

TOTAL POLAND

365,878

Portugal - 0.4%

BPI-SGPS SA (a)

56,385

89,571

Jeronimo Martins SGPS SA

11,900

219,900

TOTAL PORTUGAL

309,471

Russia - 5.3%

DIXY Group OJSC (a)

6,505

85,739

E.ON Russia JSC

6,198,200

481,233

Gazprom OAO sponsored ADR

51,032

476,129

LUKOIL Oil Co.

1,100

72,165

Magnit OJSC

1,776

477,914

Mobile TeleSystems OJSC

83,280

876,666

Norilsk Nickel OJSC ADR

15,400

233,156

RusHydro JSC sponsored ADR

25,070

42,218

Sberbank (Savings Bank of the Russian Federation)

433,550

1,389,707

Sistema JSFC

277,400

309,068

VTB Bank OJSC sponsored GDR (Reg. S)

84,600

235,103

TOTAL RUSSIA

4,679,098

Singapore - 1.1%

Ezion Holdings Ltd.

263,000

474,255

First Resources Ltd.

160,000

251,167

Super Group Ltd. Singapore

60,000

203,349

TOTAL SINGAPORE

928,771

South Africa - 3.8%

Aspen Pharmacare Holdings Ltd.

14,400

400,883

Barclays Africa Group Ltd.

17,591

271,590

Blue Label Telecoms Ltd.

54,600

51,343

Impala Platinum Holdings Ltd.

18,500

224,829

JSE Ltd.

17,210

150,521

Life Healthcare Group Holdings Ltd.

66,300

270,781

MTN Group Ltd.

32,350

643,020

Naspers Ltd. Class N

10,800

1,010,205

Common Stocks - continued

Shares

Value

South Africa - continued

Reunert Ltd.

20,200

$ 141,860

Wilson Bayly Holmes-Ovcon Ltd.

7,900

138,495

TOTAL SOUTH AFRICA

3,303,527

Sri Lanka - 0.2%

Dialog Axiata PLC

2,387,100

165,948

Taiwan - 5.5%

Chipbond Technology Corp.

74,000

149,332

Chroma ATE, Inc.

43,000

91,449

Cleanaway Co. Ltd.

23,000

143,774

E.SUN Financial Holdings Co. Ltd.

411,700

274,840

ECLAT Textile Co. Ltd.

26,660

293,002

Hon Hai Precision Industry Co. Ltd. (Foxconn)

28,950

73,272

King Slide Works Co. Ltd.

6,000

52,998

MediaTek, Inc.

41,000

559,946

Taiwan Fertilizer Co. Ltd.

156,300

371,700

Taiwan Semiconductor Manufacturing Co. Ltd.

381,000

1,401,553

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

36,242

667,215

Tong Hsing Electronics Industries Ltd.

26,000

137,354

Unified-President Enterprises Corp.

135,739

258,243

Universal Cement Corp.

79,000

72,465

Yuanta Financial Holding Co. Ltd.

443,500

241,074

TOTAL TAIWAN

4,788,217

Thailand - 0.5%

Bangkok Bank PCL (For. Reg.)

61,700

408,360

Togo - 0.2%

Ecobank Transnational, Inc.

2,409,565

210,609

Turkey - 0.9%

Aygaz A/S

24,074

110,225

Tupras Turkiye Petrol Rafinelleri A/S

15,400

349,465

Turkiye Halk Bankasi A/S

36,800

297,718

TOTAL TURKEY

757,408

United Kingdom - 0.4%

John Wood Group PLC

19,934

259,533

Mondi PLC

6,900

123,247

TOTAL UNITED KINGDOM

382,780

United States of America - 0.9%

Cognizant Technology Solutions Corp. Class A (a)

2,400

208,632

InvenSense, Inc. (a)

13,111

221,445

Common Stocks - continued

Shares

Value

United States of America - continued

Sohu.com, Inc. (a)

3,700

$ 247,752

Universal Display Corp. (a)

2,247

71,679

TOTAL UNITED STATES OF AMERICA

749,508

TOTAL COMMON STOCKS

(Cost $54,256,585)


63,643,176

Nonconvertible Preferred Stocks - 3.4%

 

 

 

 

Brazil - 1.0%

Alpargatas Sa (PN)

28,500

197,192

Banco do Estado Rio Grande do Sul SA

25,700

185,276

Braskem SA (PN-A)

20,300

180,146

Companhia Paranaense de Energia-Copel (PN-B)

715

9,971

Lojas Americanas SA (PN)

38,333

283,707

TOTAL BRAZIL

856,292

Chile - 0.2%

Embotelladora Andina SA Class A

47,759

202,317

Korea (South) - 0.9%

Hyundai Motor Co. Series 2

3,701

418,476

Samsung Electronics Co. Ltd.

374

360,862

TOTAL KOREA (SOUTH)

779,338

Russia - 1.3%

Sberbank (Savings Bank of the Russian Federation)

292,600

755,706

Surgutneftegas

476,850

354,618

TOTAL RUSSIA

1,110,324

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $2,357,183)


2,948,271

Nonconvertible Bonds - 7.4%

 

Principal
Amount (c)

 

Bailiwick of Jersey - 0.2%

Polyus Gold International Ltd. 5.625% 4/29/20 (e)

$ 200,000

199,500

Canada - 0.5%

Pacific Rubiales Energy Corp. 7.25% 12/12/21 (e)

400,000

441,000

Cayman Islands - 0.6%

Odebrecht Finance Ltd. 7.5% (e)(f)

475,000

475,000

Nonconvertible Bonds - continued

 

Principal
Amount (c)

Value

Costa Rica - 0.2%

Instituto Costarricense de Electricidad 6.95% 11/10/21 (e)

$ 200,000

$ 211,000

Georgia - 0.4%

Georgia Bank Joint Stock Co. 7.75% 7/5/17 (e)

300,000

319,500

Indonesia - 0.2%

PT Pertamina Persero 5.625% 5/20/43 (e)

200,000

168,500

Israel - 0.3%

Israel Electric Corp. Ltd. 6.7% 2/10/17 (e)

250,000

270,625

Kazakhstan - 1.0%

KazMunaiGaz Finance Sub BV 7% 5/5/20 (e)

150,000

171,570

KazMunaiGaz National Co. 5.75% 4/30/43 (e)

300,000

272,220

Zhaikmunai International BV 7.125% 11/13/19 (e)

400,000

424,000

TOTAL KAZAKHSTAN

867,790

Luxembourg - 0.7%

Millicom International Cellular SA 4.75% 5/22/20 (e)

200,000

188,000

RSHB Capital SA:

5.1% 7/25/18 (e)

200,000

204,240

5.298% 12/27/17 (e)

200,000

207,500

TOTAL LUXEMBOURG

599,740

Mexico - 1.2%

America Movil S.A.B. de CV 6.45% 12/5/22

MXN

9,750,000

701,251

Petroleos Mexicanos 6.625% (e)(f)

300,000

309,000

TOTAL MEXICO

1,010,251

Netherlands - 0.3%

Indosat Palapa Co. BV 7.375% 7/29/20 (e)

100,000

107,625

Mozambique Ematum Finance 2020 6.305% 9/11/20 (Reg. S)

200,000

188,500

TOTAL NETHERLANDS

296,125

Paraguay - 0.2%

Telefonica Celular del Paraguay SA 6.75% 12/13/22 (e)

200,000

203,000

Trinidad & Tobago - 0.2%

Petroleum Co. of Trinidad & Tobago Ltd. 9.75% 8/14/19 (e)

150,000

190,875

Turkey - 0.2%

Arcelik A/S 5% 4/3/23 (e)

200,000

180,000

Nonconvertible Bonds - continued

 

Principal
Amount (c)

Value

Venezuela - 1.2%

Petroleos de Venezuela SA 8.5% 11/2/17 (e)

$ 1,200,000

$ 1,077,000

TOTAL NONCONVERTIBLE BONDS

(Cost $6,679,240)


6,509,906

Government Obligations - 14.9%

 

Armenia - 0.2%

Republic of Armenia 6% 9/30/20 (e)

200,000

196,750

Aruba - 0.4%

Aruba Government 4.625% 9/14/23 (e)

400,000

376,000

Azerbaijan - 0.4%

State Oil Co. of Azerbaijan Republic 5.45% 2/9/17 (Reg. S)

300,000

321,000

Bahrain - 0.2%

Bahrain Kingdom 6.125% 8/1/23 (e)

200,000

207,000

Barbados - 0.1%

Barbados Government 7% 8/4/22 (e)

100,000

95,000

Belarus - 0.5%

Belarus Republic:

8.75% 8/3/15 (Reg. S)

325,000

325,813

8.95% 1/26/18

100,000

99,250

TOTAL BELARUS

425,063

Belize - 0.2%

Belize Government 5% 2/20/38 (d)(e)

332,500

204,488

Bermuda - 0.1%

Bermuda Government 5.603% 7/20/20 (e)

100,000

106,625

Bolivia - 0.2%

Plurinational State of Bolivia 4.875% 10/29/22 (e)

200,000

195,000

Cayman Islands - 0.1%

Cayman Island Government 5.95% 11/24/19 (e)

100,000

112,000

Congo - 0.3%

Congo Republic 3.5% 6/30/29 (d)

325,883

286,777

Dominican Republic - 0.2%

Dominican Republic 5.875% 4/18/24 (e)

150,000

146,250

Ecuador - 0.5%

Ecuador Republic 9.375% 12/15/15 (e)

386,000

409,160

Government Obligations - continued

 

Principal
Amount (c)

Value

El Salvador - 0.2%

El Salvador Republic 7.625% 2/1/41 (e)

$ 150,000

$ 156,375

Guatemala - 0.2%

Guatemalan Republic 4.875% 2/13/28 (e)

200,000

188,000

Honduras - 0.2%

Republic of Honduras 7.5% 3/15/24 (e)

200,000

176,000

Hungary - 1.2%

Hungarian Republic:

4.75% 2/3/15

140,000

144,200

6.375% 3/29/21

508,000

551,815

7.625% 3/29/41

350,000

394,188

TOTAL HUNGARY

1,090,203

Iraq - 0.2%

Republic of Iraq 5.8% 1/15/28 (Reg. S)

250,000

216,875

Ivory Coast - 0.3%

Ivory Coast 7.1% 12/31/32 (d)

275,000

248,188

Jamaica - 0.2%

Jamaican Government 8% 6/24/19

150,000

146,625

Jordan - 0.3%

Jordanian Kingdom 3.875% 11/12/15

300,000

300,375

Lebanon - 0.6%

Lebanese Republic:

6.1% 10/4/22

200,000

195,000

11.625% 5/11/16 (Reg. S)

250,000

288,750

TOTAL LEBANON

483,750

Mongolia - 0.2%

Mongolian People's Republic 5.125% 12/5/22 (Reg. S)

200,000

176,600

Morocco - 0.4%

Moroccan Kingdom:

4.25% 12/11/22 (e)

200,000

188,500

5.5% 12/11/42 (e)

200,000

175,000

TOTAL MOROCCO

363,500

Namibia - 0.2%

Republic of Namibia 5.5% 11/3/21 (e)

200,000

210,500

Netherlands - 0.3%

Republic of Angola 7% 8/16/19 (Issued by Northern Lights III BV for Republic of Angola) (Reg. S)

250,000

270,625

Government Obligations - continued

 

Principal
Amount (c)

Value

Nigeria - 0.4%

Republic of Nigeria 6.75% 1/28/21 (e)

$ 350,000

$ 383,250

Panama - 0.2%

Panamanian Republic 4.3% 4/29/53

200,000

163,200

Peru - 0.5%

Peruvian Republic:

7.35% 7/21/25

100,000

128,250

8.75% 11/21/33

200,000

291,500

TOTAL PERU

419,750

Philippines - 0.5%

Philippine Republic 10.625% 3/16/25

300,000

474,000

Romania - 0.3%

Romanian Republic 6.75% 2/7/22 (e)

190,000

219,450

Russia - 1.2%

Russian Federation:

5.625% 4/4/42 (e)

350,000

364,000

7.5% 3/31/30 (Reg. S)

250,250

297,798

12.75% 6/24/28 (Reg. S)

225,000

391,500

TOTAL RUSSIA

1,053,298

Senegal - 0.3%

Republic of Senegal 8.75% 5/13/21 (e)

200,000

219,500

Slovenia - 0.5%

Republic of Slovenia:

4.75% 5/10/18 (e)

200,000

197,500

5.85% 5/10/23 (e)

200,000

195,000

TOTAL SLOVENIA

392,500

Sri Lanka - 0.4%

Democratic Socialist Republic of Sri Lanka 6.25% 10/4/20 (e)

300,000

304,500

Tanzania - 0.2%

Tanzania United Republic of 6.3921% 3/8/20 (h)

200,000

209,250

Turkey - 0.3%

Turkish Republic 11.875% 1/15/30

165,000

270,188

Ukraine - 0.7%

Ukraine Government:

7.5% 4/17/23 (Reg. S)

200,000

175,000

Government Obligations - continued

 

Principal
Amount (c)

Value

Ukraine - continued

Ukraine Government: - continued

7.75% 9/23/20 (e)

$ 225,000

$ 205,583

9.25% 7/24/17 (e)

200,000

193,500

TOTAL UKRAINE

574,083

United States of America - 0.1%

U.S. Treasury Bills, yield at date of purchase 0.02% 11/29/13 to 1/2/14 (g)

50,000

49,998

Venezuela - 0.9%

Venezuelan Republic 8.5% 10/8/14

815,000

806,035

Vietnam - 0.3%

Vietnamese Socialist Republic 6.75% 1/29/20 (e)

200,000

218,750

Zambia - 0.2%

Republic of Zambia 5.375% 9/20/22 (e)

200,000

180,500

TOTAL GOVERNMENT OBLIGATIONS

(Cost $13,106,317)


13,046,981

Money Market Funds - 1.4%

Shares

 

Fidelity Cash Central Fund, 0.09% (b)
(Cost $1,249,619)

1,249,619


1,249,619

TOTAL INVESTMENT PORTFOLIO - 99.8%

(Cost $77,648,944)

87,397,953

NET OTHER ASSETS (LIABILITIES) - 0.2%

155,686

NET ASSETS - 100%

$ 87,553,639

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

6 NYSE E-mini MSCI Emerging Markets Index Contracts (United States)

Dec. 2013

$ 307,170

$ (9,007)

 

The face value of futures purchased as a percentage of net assets is 0.4%

Currency Abbreviations

MXN

-

Mexican peso

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) Amount is stated in United States dollars unless otherwise noted.

(d) Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $11,444,336 or 13.1% of net assets.

(f) Security is perpetual in nature with no stated maturity date.

(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 $49,998.

(h) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 3,903

Fidelity Securities Lending Cash Central Fund

20

Total

$ 3,923

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 table 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

$ 5,671,881

$ 5,671,881

$ -

$ -

Consumer Staples

5,673,128

5,673,128

-

-

Energy

6,824,418

6,775,603

48,815

-

Financials

17,832,600

16,829,611

1,002,989

-

Health Care

1,079,535

863,737

215,798

-

Industrials

4,958,488

4,958,488

-

-

Information Technology

11,090,547

9,688,994

1,401,553

-

Materials

6,822,552

6,600,497

222,055

-

Telecommunication Services

4,671,214

3,902,066

769,148

-

Utilities

1,967,084

1,704,829

262,255

-

Corporate Bonds

6,509,906

-

6,509,906

-

Government Obligations

13,046,981

-

13,046,981

-

Money Market Funds

1,249,619

1,249,619

-

-

Total Investments in Securities:

$ 87,397,953

$ 63,918,453

$ 23,479,500

$ -

Derivative Instruments:

Liabilities

Futures Contracts

$ (9,007)

$ (9,007)

$ -

$ -

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)

$ -

$ (9,007)

(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.

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

AAA,AA,A

1.0%

BBB

6.9%

BB

5.5%

B

6.0%

CCC,CC,C

1.6%

Not Rated

1.2%

Equities

76.5%

Short-Term Investments and Net Other Assets

1.3%

 

100.0%

We have used ratings from Moody's Investors Service, Inc. Where Moody's® ratings are not available, we have used S&P® ratings. All ratings are as of the date indicated and do not reflect subsequent changes. Percentages are adjusted for the effect of futures contracts, if applicable.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Total Emerging Markets Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $76,399,325)

$ 86,148,334

 

Fidelity Central Funds (cost $1,249,619)

1,249,619

 

Total Investments (cost $77,648,944)

 

$ 87,397,953

Cash

 

42,610

Foreign currency held at value (cost $91,066)

91,061

Receivable for investments sold

722,628

Receivable for fund shares sold

317,152

Dividends receivable

68,199

Interest receivable

355,898

Distributions receivable from Fidelity Central Funds

106

Prepaid expenses

239

Receivable from investment adviser for expense reductions

50,718

Other receivables

6,124

Total assets

89,052,688

 

 

 

Liabilities

Payable for investments purchased

$ 933,179

Payable for fund shares redeemed

270,336

Accrued management fee

57,802

Distribution and service plan fees payable

12,355

Payable for daily variation margin for derivative instruments

3,420

Other affiliated payables

18,570

Custodian fee payable

140,291

Other payables and accrued expenses

63,096

Total liabilities

1,499,049

 

 

 

Net Assets

$ 87,553,639

Net Assets consist of:

 

Paid in capital

$ 80,118,542

Undistributed net investment income

1,219,736

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(3,516,388)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

9,731,749

Net Assets

$ 87,553,639

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Total Emerging Markets Fund
Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($18,837,427 ÷ 1,657,238 shares)

$ 11.37

 

 

 

Maximum offering price per share (100/94.25 of $11.37)

$ 12.06

Class T:
Net Asset Value
and redemption price per share ($5,967,419 ÷ 526,353 shares)

$ 11.34

 

 

 

Maximum offering price per share (100/96.50 of $11.34)

$ 11.75

Class C:
Net Asset Value
and offering price per share ($7,435,717 ÷ 658,492 shares)A

$ 11.29

 

 

 

Total Emerging Markets:
Net Asset Value
, offering price and redemption price per share ($49,959,436 ÷ 4,383,198 shares)

$ 11.40

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($5,353,640 ÷ 469,800 shares)

$ 11.40

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

 

$ 2,210,247

Interest

 

1,561,521

Income from Fidelity Central Funds

 

3,923

Income before foreign taxes withheld

 

3,775,691

Less foreign taxes withheld

 

(240,765)

Total income

 

3,534,926

 

 

 

Expenses

Management fee

$ 884,762

Transfer agent fees

222,603

Distribution and service plan fees

128,889

Accounting and security lending fees

56,973

Custodian fees and expenses

410,719

Independent trustees' compensation

654

Registration fees

70,912

Audit

81,699

Legal

281

Interest

253

Miscellaneous

998

Total expenses before reductions

1,858,743

Expense reductions

(223,996)

1,634,747

Net investment income (loss)

1,900,179

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $30,003)

(1,717,551)

Investment not meeting investment restrictions

922

Foreign currency transactions

(84,114)

Futures contracts

(77,497)

Total net realized gain (loss)

 

(1,878,240)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $54,244)

1,880,839

Assets and liabilities in foreign currencies

415

Futures contracts

(9,007)

Total change in net unrealized appreciation (depreciation)

 

1,872,247

Net gain (loss)

(5,993)

Net increase (decrease) in net assets resulting from operations

$ 1,894,186

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Total Emerging Markets Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2013

For the period
November 1, 2011
(commencement of
operations) to
October 31, 2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 1,900,179

$ 1,612,877

Net realized gain (loss)

(1,878,240)

(1,586,062)

Change in net unrealized appreciation (depreciation)

1,872,247

7,859,502

Net increase (decrease) in net assets resulting
from operations

1,894,186

7,886,317

Distributions to shareholders from net investment income

(1,561,667)

(96,645)

Distributions to shareholders from net realized gain

(137,352)

-

Total distributions

(1,699,019)

(96,645)

Share transactions - net increase (decrease)

(15,755,086)

95,209,478

Redemption fees

87,191

27,217

Total increase (decrease) in net assets

(15,472,728)

103,026,367

 

 

 

Net Assets

Beginning of period

103,026,367

-

End of period (including undistributed net investment income of $1,219,736 and undistributed net investment income of $1,406,377, respectively)

$ 87,553,639

$ 103,026,367

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2013

2012 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.86

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) C

  .18

  .20

Net realized and unrealized gain (loss)

  .48 F

  .68

Total from investment operations

  .66

  .88

Distributions from net investment income

  (.15)

  (.02)

Distributions from net realized gain

  (.01)

  -

Total distributions

  (.16)

  (.02)

Redemption fees added to paid in capital C

  .01

  - I

Net asset value, end of period

$ 11.37

$ 10.86

Total Return A, B

  6.23%

  8.80%

Ratios to Average Net Assets D, H

 

 

Expenses before reductions

  1.89%

  1.87%

Expenses net of fee waivers, if any

  1.65%

  1.65%

Expenses net of all reductions

  1.62%

  1.62%

Net investment income (loss)

  1.61%

  1.92%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 18,837

$ 7,675

Portfolio turnover rate E

  120%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

G For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Financial Highlights - Class T

Years ended October 31,

2013

2012 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.84

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) C

  .15

  .17

Net realized and unrealized gain (loss)

  .48 F

  .68

Total from investment operations

  .63

  .85

Distributions from net investment income

  (.12)

  (.01)

Distributions from net realized gain

  (.01)

  -

Total distributions

  (.14) J

  (.01)

Redemption fees added to paid in capital C

  .01

  - I

Net asset value, end of period

$ 11.34

$ 10.84

Total Return A, B

  5.93%

  8.56%

Ratios to Average Net Assets D, H

 

 

Expenses before reductions

  2.13%

  2.10%

Expenses net of fee waivers, if any

  1.90%

  1.90%

Expenses net of all reductions

  1.88%

  1.87%

Net investment income (loss)

  1.36%

  1.67%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 5,967

$ 5,823

Portfolio turnover rate E

  120%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

G For the period November 1, 2011 (commencement of operations) to October 31, 2012.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

I Amount represents less than $.01 per share.

J Total distributions of $.14 per share is comprised of distributions from net investment income of $.124 and distributions from net realized gain of $.014 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.80

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) C

  .09

  .12

Net realized and unrealized gain (loss)

  .47 F

  .69

Total from investment operations

  .56

  .81

Distributions from net investment income

  (.07)

  (.01)

Distributions from net realized gain

  (.01)

  -

Total distributions

  (.08)

  (.01)

Redemption fees added to paid in capital C

  .01

  - I

Net asset value, end of period

$ 11.29

$ 10.80

Total Return A, B

  5.31%

  8.07%

Ratios to Average Net Assets D, H

 

 

Expenses before reductions

  2.65%

  2.63%

Expenses net of fee waivers, if any

  2.40%

  2.40%

Expenses net of all reductions

  2.37%

  2.37%

Net investment income (loss)

  .86%

  1.17%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 7,436

$ 5,824

Portfolio turnover rate E

  120%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

G For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Financial Highlights - Total Emerging Markets

Years ended October 31,

2013

2012 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.89

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) B

  .21

  .22

Net realized and unrealized gain (loss)

  .47 E

  .69

Total from investment operations

  .68

  .91

Distributions from net investment income

  (.17)

  (.02)

Distributions from net realized gain

  (.01)

  -

Total distributions

  (.18)

  (.02)

Redemption fees added to paid in capital B

  .01

  - H

Net asset value, end of period

$ 11.40

$ 10.89

Total Return A

  6.44%

  9.15%

Ratios to Average Net Assets C, G

 

 

Expenses before reductions

  1.56%

  1.60%

Expenses net of fee waivers, if any

  1.40%

  1.40%

Expenses net of all reductions

  1.38%

  1.38%

Net investment income (loss)

  1.85%

  2.16%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 49,959

$ 81,416

Portfolio turnover rate D

  120%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

F For the period November 1, 2011 (commencement of operations) to October 31, 2012.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.89

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) B

  .20

  .22

Net realized and unrealized gain (loss)

  .48 E

  .69

Total from investment operations

  .68

  .91

Distributions from net investment income

  (.17)

  (.02)

Distributions from net realized gain

  (.01)

  -

Total distributions

  (.18)

  (.02)

Redemption fees added to paid in capital B

  .01

  - H

Net asset value, end of period

$ 11.40

$ 10.89

Total Return A

  6.44%

  9.15%

Ratios to Average Net Assets C, G

 

 

Expenses before reductions

  1.63%

  1.62%

Expenses net of fee waivers, if any

  1.40%

  1.40%

Expenses net of all reductions

  1.37%

  1.37%

Net investment income (loss)

  1.86%

  2.17%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 5,354

$ 2,287

Portfolio turnover rate D

  120%

  70%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

F For the period November 1, 2011 (commencement of operations) to October 31, 2012.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Total Emerging Markets Fund


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity Total Emerging Markets Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Total Emerging Markets and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. 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

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

securities. For corporate bonds and foreign government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. 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 or official closing 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, 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. 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

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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. 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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures transactions, foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, capital loss carry forwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 12,054,189

Gross unrealized depreciation

(2,823,600)

Net unrealized appreciation (depreciation) on securities and other investments

$ 9,230,589

 

 

Tax Cost

$ 78,167,364

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 1,161,940

Capital loss carryforward

$ (2,949,184)

Net unrealized appreciation (depreciation)

$ 9,230,033

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.

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The capital loss carryforward information presented below, including any applicable limitation, is estimated as of fiscal period end and is subject to adjustment.

No expiration

 

Short-term

$ (2,949,184)

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 1,699,019

$ 96,645

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

New Accounting Pronouncement. 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

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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.

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

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

4. Derivative Instruments - continued

Futures Contracts - continued

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 $(77,497) and a change in net unrealized appreciation (depreciation) of $(9,007) 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 $127,907,727 and $141,712,892, respectively.

The Fund realized a gain on the sale of an investment not meeting the investment restrictions of the Fund.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .55% of the Fund's average net assets and an annualized group fee rate that averaged .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. For the reporting period, the total annual management fee rate was .81% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period,

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 35,394

$ 11,702

Class T

.25%

.25%

31,862

11,312

Class C

.75%

.25%

61,633

54,524

 

 

 

$ 128,889

$ 77,538

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, and Class C redemptions. The deferred sales charges range from 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 13,119

Class T

3,441

Class C*

578

 

$ 17,138

* When Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 31,225

.22

Class T

15,225

.24

Class C

15,227

.25

Total Emerging Markets

153,704

.19

Institutional Class

7,222

.19

 

$ 222,603

 

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 $996 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

$ 3,919,500

.39%

$ 253

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

Annual Report

7. Committed Line of Credit - continued

agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $248 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $20. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

FMR contractually agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. This reimbursement will remain in place through December 31, 2014. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

9. Expense Reductions - continued

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

 

 

 

Class A

1.65%

$ 33,991

Class T

1.90%

14,907

Class C

2.40%

15,690

Total Emerging Markets

1.40%

123,344

Institutional Class

1.40%

8,511

 

 

$ 196,443

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $426.

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 $26,904 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 $223.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012 A

From net investment income

 

 

Class A

$ 104,565

$ 9,099

Class T

69,282

4,204

Class C

35,970

3,000

Total Emerging Markets

1,316,259

75,940

Institutional Class

35,591

4,402

Total

$ 1,561,667

$ 96,645

From net realized gain

 

 

Class A

$ 10,027

$ -

Class T

7,822

-

Class C

7,516

-

Total Emerging Markets

109,039

-

Institutional Class

2,948

-

Total

$ 137,352

$ -

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

Annual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013

2012 A

2013

2012 A

Class A

 

 

 

 

Shares sold

1,550,621

723,537

$ 17,267,543

$ 7,311,002

Reinvestment of distributions

9,656

949

105,541

9,099

Shares redeemed

(609,546)

(17,979)

(6,666,165)

(179,387)

Net increase (decrease)

950,731

706,507

$ 10,706,919

$ 7,140,714

Class T

 

 

 

 

Shares sold

277,882

597,107

$ 3,114,089

$ 6,082,522

Reinvestment of distributions

7,041

439

76,883

4,204

Shares redeemed

(295,695)

(60,421)

(3,268,261)

(637,924)

Net increase (decrease)

(10,772)

537,125

$ (77,289)

$ 5,448,802

Class C

 

 

 

 

Shares sold

431,831

540,321

$ 4,824,945

$ 5,429,037

Reinvestment of distributions

3,973

314

43,420

3,000

Shares redeemed

(316,804)

(1,143)

(3,521,280)

(12,081)

Net increase (decrease)

119,000

539,492

$ 1,347,085

$ 5,419,956

Total Emerging Markets

 

 

 

 

Shares sold

5,085,608

8,901,615

$ 57,439,168

$ 89,854,661

Reinvestment of distributions

113,766

7,686

1,243,462

73,759

Shares redeemed

(8,294,710)

(1,430,767)

(89,232,029)

(14,834,512)

Net increase (decrease)

(3,095,336)

7,478,534

$ (30,549,399)

$ 75,093,908

Institutional Class

 

 

 

 

Shares sold

491,268

209,638

$ 5,357,985

$ 2,101,696

Reinvestment of distributions

3,526

459

38,539

4,402

Shares redeemed

(235,091)

-

(2,578,926)

-

Net increase (decrease)

259,703

210,097

$ 2,817,598

$ 2,106,098

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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

Annual Report

Fidelity Total Emerging Markets Fund
Notes to Financial Statements - continued

12. Other - continued

claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, FMR or its affiliates were the owners of record of 16% of the total outstanding shares of the Fund.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and the Shareholders of Fidelity Emerging Markets Discovery Fund and Fidelity Total Emerging Markets Fund:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Emerging Markets Discovery Fund and Fidelity Total Emerging Markets Fund at October 31, 2013, the results of each of their operations for the year then ended, the changes in its net assets for each of the periods indicated and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Emerging Markets Discovery Fund's and Fidelity Total Emerging Markets Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 17, 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.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing each fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the funds, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the funds. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The funds' Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the funds' Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the funds' activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the funds' business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the funds are carried out by or through FMR, its affiliates and other service providers, the funds' exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the funds' activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the funds' Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the funds' Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Funds' Trustees."

Annual Report

The funds' Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 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

Emerging Markets Discovery

12/09/13

12/06/13

$0.085

$0.300

Total Emerging Markets

12/09/13

12/06/13

$0.197

$0.000

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.

Emerging Markets Discovery

$2,657,028

A percentage of the dividends distributed during the fiscal year for the following funds may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

Emerging Markets Discovery

 

December 7, 2012

17%

December 27, 2012

100%

Total Emerging Markets

 

December 7, 2012

63%

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Emerging Markets Discovery

12/10/12

$0.095

$0.0134

 

12/28/12

$0.002

$0.0000

 

Pay Date

Income

Taxes

Total Emerging Markets

12/10/12

$0.175

$0.0157

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 Emerging Markets Discovery Fund
Fidelity Total Emerging Markets Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for each fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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 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.

Annual Report

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, in the case of Fidelity Emerging Markets Discovery Fund, peer group for the most recent one-year period, 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 Emerging Markets Discovery Fund

emd1943214

Fidelity Total Emerging Markets Fund

emd1943216

Based on its review, the Board concluded that the nature, extent, and quality of services provided to each fund under the Advisory Contracts should benefit each fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered each fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Annual Report

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the charts below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps 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 19% would mean that 81% of the funds in the Total Mapped Group had higher management fees than a fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to 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, is also included in the charts and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Emerging Markets Discovery Fund

emd1943218

Fidelity Total Emerging Markets Fund

emd1943220

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.

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.

Annual Report

Total Expense Ratio. In its review of the total expense ratio of each class of each fund, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of each fund compared to competitive fund median expenses. Each class of each fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that each fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes of each fund vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

The Board noted that the total expense ratio of each of Class A and the retail class of each fund ranked below its competitive median for the period and the total expense ratio of each of Class T, Class C, and Institutional Class ranked above its competitive median for the period. The Board considered that, 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 further considered that FMR contractually agreed to reimburse Class A, Class T, Class C, Institutional Class and the retail class of Fidelity Emerging Markets Discovery Fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.70%, 1.95%, 2.45%, 1.45%, and 1.45% through December 31, 2013.

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class C, Institutional Class, and the retail class of Fidelity Total Emerging Markets Fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.65%, 1.90%, 2.40%, 1.40%, and 1.40% through December 31, 2013.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of each fund was reasonable, although in some cases above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing each fund and 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.

Annual Report

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including each fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which each fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that each fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends 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

Custodian

The Northern Trust Company
Chicago, IL

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) emd1943222
1-800-544-5555

emd1943222
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

EMD-TEK-UANN-1213
1.931236.101

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Emerging Markets Discovery

Fund - Class A, Class T,
and Class C

Annual Report

October 31, 2013

(Fidelity Cover Art)

Class A, Class T, and
Class C are classes of
Fidelity® Emerging
Markets Discovery Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Life of
fund
A

  Class A (incl. 5.75% sales charge)

1.04%

9.65%

  Class T (incl. 3.50% sales charge)

3.13%

10.66%

  Class C (incl. contingent deferred sales charge)

5.32%

12.10%

A From November 1, 2011

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Emerging Markets Discovery Fund - Class A on November 1, 2011, when the fund started, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how the MSCI® Emerging Markets SMID Cap Index performed over the same period.

aed2078993

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 Ashish Swarup, Portfolio Manager of Fidelity Advisor® Emerging Markets Discovery Fund: For the year, the fund's Class A, Class T and Class C shares advanced 7.20%, 6.87% and 6.32%, respectively (excluding sales charges), trailing the 8.55% gain of the MSCI® Emerging Markets SMID Cap Index. Versus the index, underweighting Malaysia and China hurt, as did stock picks in South Korea. Looking at individual stocks, I saw opportunity in South Africa-based gold miner and non-index investment AngloGold Ashanti. I considered the company to be of high quality, well run and shareholder friendly, and the stock has historically been a steady performer. Unfortunately, shares fell this period alongside the price of gold. I sold AngloGold in May. Conversely, an overweighting in St. Shine Optical was a winner. The contact lens and glasses maker based in Taiwan consistently gained market share due to the high quality and reliability of its products. I was attracted to the company's good management team and high return on equity of its business, as well as the stock's attractive valuation when I purchased it prior to the beginning of the reporting period. The stock performed very well during the past 12 months, and as its price continued to appreciate, I sold some of St. Shine to take profits.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Fidelity Emerging Markets Discovery Fund


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 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.

Annual Report

 

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

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 980.40

$ 8.49

HypotheticalA

 

$ 1,000.00

$ 1,016.64

$ 8.64

Class T

1.95%

 

 

 

Actual

 

$ 1,000.00

$ 978.80

$ 9.73

HypotheticalA

 

$ 1,000.00

$ 1,015.38

$ 9.91

Class C

2.45%

 

 

 

Actual

 

$ 1,000.00

$ 977.10

$ 12.21

HypotheticalA

 

$ 1,000.00

$ 1,012.85

$ 12.43

Emerging Markets Discovery

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 981.20

$ 7.24

HypotheticalA

 

$ 1,000.00

$ 1,017.90

$ 7.38

Institutional Class

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 982.00

$ 7.24

HypotheticalA

 

$ 1,000.00

$ 1,017.90

$ 7.38

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 Emerging Markets Discovery Fund


Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

E-Mart Co. Ltd. (Korea (South), Food & Staples Retailing)

1.7

1.0

Unified-President Enterprises Corp. (Taiwan, Food Products)

1.4

1.2

China Insurance International Holdings Co. Ltd. (Hong Kong, Insurance)

1.4

0.8

Compania Cervecerias Unidas SA sponsored ADR (Chile, Beverages)

1.4

1.0

LG Household & Health Care Ltd. (Korea (South), Household Products)

1.4

1.1

 

7.3

Top Five Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

25.8

23.8

Industrials

19.2

17.2

Consumer Staples

16.9

17.3

Consumer Discretionary

15.1

16.7

Health Care

6.9

5.3

Top Five Countries as of October 31, 2013

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

India

13.3

10.4

Taiwan

11.8

22.7

South Africa

10.4

11.0

Korea (South)

9.9

12.8

Chile

7.7

5.8

Percentages are adjusted for the effect of open futures contracts, if applicable.

Asset Allocation (% of fund's net assets)

As of October 31, 2013

As of April 30, 2013

aed2078995

Stocks 97.3%

 

aed2078995

Stocks 98.8%

 

aed2078998

Short-TermInvestments andNet Other Assets (Liabilities) 2.7%

 

aed2079000

Short-TermInvestments andNet Other Assets (Liabilities) 1.2%

 

aed2079002

Annual Report

Fidelity Emerging Markets Discovery Fund


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 96.3%

Shares

Value

Bermuda - 6.9%

China Foods Ltd.

1,566,000

$ 710,992

Shangri-La Asia Ltd.

520,000

952,406

Silverlake Axis Ltd. Class A

1,533,000

888,553

Tai Cheung Holdings Ltd.

1,017,000

771,309

Texwinca Holdings Ltd.

1,228,000

1,256,035

Trinity Ltd.

1,246,000

466,065

Wilson Sons Ltd. unit

81,855

1,023,096

Yue Yuen Industrial (Holdings) Ltd.

471,000

1,293,989

TOTAL BERMUDA

7,362,445

Brazil - 4.6%

BHG SA (Brazil Hospitality Group) (a)

106,800

781,859

BTG Pactual Participations Ltd. unit

48,000

642,157

Fleury SA

121,600

941,773

Hypermarcas SA

119,000

1,038,501

Iguatemi Empresa de Shopping Centers SA

72,200

829,904

Terna Participacoes SA unit

74,000

718,463

TOTAL BRAZIL

4,952,657

Cayman Islands - 6.9%

China Lodging Group Ltd. ADR (a)

46,300

1,017,674

Chu Kong Petroleum & Natural Gas Steel Pipe Holdings Ltd.

1,000,000

374,049

Ginko International Co. Ltd.

29,000

552,709

Gourmet Master Co. Ltd.

152,000

1,012,128

Greatview Aseptic Pack Co. Ltd.

1,319,000

830,223

Lifestyle International Holdings Ltd.

113,000

246,318

Samson Holding Ltd.

7,877,000

1,097,273

SITC International Holdings Co. Ltd.

1,685,000

712,860

Springland International Holdings Ltd.

1,264,000

692,893

Tao Heung Holdings Ltd.

1,128,000

865,678

TOTAL CAYMAN ISLANDS

7,401,805

Chile - 7.7%

Compania Cervecerias Unidas SA sponsored ADR

55,107

1,470,806

Embotelladora Andina SA sponsored ADR

32,153

1,099,633

Empresa Nacional de Telecomunicaciones SA (ENTEL)

60,226

926,816

Isapre CruzBlanca SA

1,312,507

896,528

Parque Arauco SA

431,517

833,129

Quinenco SA

456,526

1,220,968

Quinenco SA rights 11/5/13 (a)

108,014

42,172

Common Stocks - continued

Shares

Value

Chile - continued

Sociedad Matriz SAAM SA

9,377,011

$ 942,552

Sonda SA

290,100

753,212

TOTAL CHILE

8,185,816

China - 1.0%

China Communications Services Corp. Ltd. (H Shares)

1,116,000

683,735

Shandong Weigao Medical Polymer Co. Ltd. (H Shares)

408,000

383,108

TOTAL CHINA

1,066,843

Colombia - 0.6%

Bolsa de Valores de Colombia

48,878,613

622,492

Hong Kong - 3.6%

China Insurance International Holdings Co. Ltd. (a)

946,000

1,476,409

Dah Chong Hong Holdings Ltd.

893,000

757,892

HKT Trust / HKT Ltd. unit

984,000

912,545

Singamas Container Holdings Ltd.

2,936,000

685,433

TOTAL HONG KONG

3,832,279

Hungary - 1.1%

Richter Gedeon PLC

62,400

1,186,549

India - 13.3%

Bank of Baroda

69,571

725,808

Container Corp. of India Ltd.

76,245

936,545

Credit Analysis & Research Ltd.

100,032

1,080,201

Grasim Industries Ltd.

19,771

929,352

IDFC Ltd.

648,827

1,113,421

Indian Hotels Co. Ltd.

938,336

748,397

Ipca Laboratories Ltd.

90,219

1,007,944

Jain Irrigation Systems Ltd.

760,572

825,689

Mahindra Lifespace Developers Ltd.

93,500

649,921

Motilal Oswal Financial Services Ltd.

685,225

773,914

Prestige Estates Projects Ltd. (a)

373,175

866,265

Punjab National Bank

80,137

743,345

SKS Microfinance Ltd. (a)

325,922

823,479

Tech Mahindra Ltd. (a)

54,154

1,363,033

Thermax Ltd. (a)

76,141

787,802

Tube Investments of India Ltd.

354,155

844,813

TOTAL INDIA

14,219,929

Indonesia - 4.1%

PT Astra Graphia Tbk

7,177,500

1,056,961

PT Bank Tabungan Pensiunan Nasional Tbk (a)

543,500

210,938

Common Stocks - continued

Shares

Value

Indonesia - continued

PT Hero Supermarket Tbk (a)

2,698,000

$ 861,632

PT Holcim Indonesia Tbk

3,289,000

751,309

PT Tempo Scan Pacific Tbk

2,063,000

713,742

PT Wijaya Karya Persero Tbk

4,610,500

785,284

TOTAL INDONESIA

4,379,866

Kenya - 0.8%

East African Breweries Ltd.

228,200

852,909

Korea (South) - 9.9%

Binggrea Co. Ltd.

8,872

748,194

E-Mart Co. Ltd.

7,626

1,825,156

Kiwoom Securities Co. Ltd.

25,329

1,326,975

Korea Plant Service & Engineering Co. Ltd.

27,617

1,400,002

LG Corp.

24,155

1,427,067

LG Household & Health Care Ltd.

2,792

1,449,562

Samsung Fire & Marine Insurance Co. Ltd.

2,907

679,308

Shinsegae Food Co. Ltd.

10,022

839,510

TK Corp. (a)

45,428

922,446

TOTAL KOREA (SOUTH)

10,618,220

Malaysia - 2.4%

Oldtown Bhd

1,036,900

814,672

Oriental Holdings Bhd

295,600

827,849

YTL Corp. Bhd

1,866,800

975,834

TOTAL MALAYSIA

2,618,355

Mexico - 1.4%

Bolsa Mexicana de Valores S.A.B. de CV

310,300

739,645

Consorcio ARA S.A.B. de CV (a)

1,864,800

728,926

TOTAL MEXICO

1,468,571

Nigeria - 0.7%

Guaranty Trust Bank PLC

4,415,484

703,474

Philippines - 0.7%

Security Bank Corp.

217,510

699,616

Poland - 1.2%

Warsaw Stock Exchange

87,205

1,262,630

Russia - 2.4%

Moscow Exchange MICEX-RTS OAO

284,000

542,395

Common Stocks - continued

Shares

Value

Russia - continued

Synergy Co. (a)

56,651

$ 1,130,167

Vozrozhdenie Bank

71,500

922,991

TOTAL RUSSIA

2,595,553

Singapore - 0.6%

Ezion Holdings Ltd.

378,000

681,629

South Africa - 10.4%

Adcorp Holdings Ltd.

312,400

1,079,532

African Bank Investments Ltd.

583,117

987,472

Astral Foods Ltd.

136,400

1,372,322

Bidvest Group Ltd.

47,500

1,266,714

Illovo Sugar Ltd.

278,400

872,188

JSE Ltd.

100,955

882,963

PSG Group Ltd.

143,700

1,180,949

SA Corporate Real Estate Fund

1,935,200

773,020

Tiger Brands Ltd.

44,025

1,290,128

Zeder Investments Ltd.

3,171,609

1,369,352

TOTAL SOUTH AFRICA

11,074,640

Sri Lanka - 0.7%

John Keells Holdings Ltd.

442,958

756,649

Taiwan - 11.8%

Chroma ATE, Inc.

501,000

1,065,487

Cleanaway Co. Ltd.

142,000

887,651

CTCI Corp.

588,000

1,026,778

E.SUN Financial Holdings Co. Ltd.

1,630,655

1,088,581

Formosa Optical Technology Co. Ltd.

304,000

1,084,423

Johnson Health Tech Co. Ltd.

1,740

4,960

Kd Holding Corp.

134,000

860,404

King Slide Works Co. Ltd.

70,000

618,312

MJC Probe, Inc.

449,000

782,528

Pacific Hospital Supply Co. Ltd.

313,700

1,166,983

Sinyi Realty, Inc.

635,560

1,159,489

St. Shine Optical Co. Ltd.

20,000

587,736

Standard Foods Corp.

26,450

80,873

Unified-President Enterprises Corp.

785,803

1,494,988

Wowprime Corp.

43,500

719,704

TOTAL TAIWAN

12,628,897

Turkey - 3.0%

Anadolu Efes Biracilik Ve Malt Sanayii A/S

83,749

1,069,806

Common Stocks - continued

Shares

Value

Turkey - continued

Enka Insaat ve Sanayi A/S

403,057

$ 1,179,137

Is Yatirim Menkul Degerler A/S

1,385,599

999,505

TOTAL TURKEY

3,248,448

United States of America - 0.5%

Sohu.com, Inc. (a)

7,900

528,984

TOTAL COMMON STOCKS

(Cost $100,982,901)


102,949,256

Nonconvertible Preferred Stocks - 1.0%

 

 

 

 

Brazil - 1.0%

Klabin SA (PN) (non-vtg.)
(Cost $996,339)

201,200


1,068,780

Money Market Funds - 3.2%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)
(Cost $3,360,575)

3,360,575


3,360,575

TOTAL INVESTMENT PORTFOLIO - 100.5%

(Cost $105,339,815)

107,378,611

NET OTHER ASSETS (LIABILITIES) - (0.5)%

(510,079)

NET ASSETS - 100%

$ 106,868,532

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.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 5,709

Fidelity Securities Lending Cash Central Fund

3,614

Total

$ 9,323

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 table 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

$ 16,238,792

$ 16,238,792

$ -

$ -

Consumer Staples

18,182,529

18,182,529

-

-

Energy

1,055,678

1,055,678

-

-

Financials

27,481,057

26,737,712

743,345

-

Health Care

7,437,072

6,429,128

1,007,944

-

Industrials

20,444,054

20,444,054

-

-

Information Technology

5,381,797

5,381,797

-

-

Materials

3,579,664

2,650,312

929,352

-

Telecommunication Services

2,523,096

2,523,096

-

-

Utilities

1,694,297

1,694,297

-

-

Money Market Funds

3,360,575

3,360,575

-

-

Total Investments in Securities:

$ 107,378,611

$ 104,697,970

$ 2,680,641

$ -

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Emerging Markets Discovery Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $101,979,240)

$ 104,018,036

 

Fidelity Central Funds (cost $3,360,575)

3,360,575

 

Total Investments (cost $105,339,815)

 

$ 107,378,611

Cash

 

105,599

Foreign currency held at value (cost $10,502)

10,477

Receivable for investments sold

3,062,739

Receivable for fund shares sold

297,178

Dividends receivable

39,430

Distributions receivable from Fidelity Central Funds

464

Prepaid expenses

451

Receivable from investment adviser for expense reductions

31,581

Other affiliated receivables

73,436

Other receivables

25,607

Total assets

111,025,573

 

 

 

Liabilities

Payable for investments purchased

$ 3,624,635

Payable for fund shares redeemed

102,677

Accrued management fee

75,088

Distribution and service plan fees payable

3,409

Other affiliated payables

25,814

Other payables and accrued expenses

325,418

Total liabilities

4,157,041

 

 

 

Net Assets

$ 106,868,532

Net Assets consist of:

 

Paid in capital

$ 103,184,879

Undistributed net investment income

648,420

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

1,216,581

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

1,818,652

Net Assets

$ 106,868,532

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Emerging Markets Discovery Fund

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($5,065,263 ÷ 405,641 shares)

$ 12.49

 

 

 

Maximum offering price per share (100/94.25 of $12.49)

$ 13.25

Class T:
Net Asset Value
and redemption price per share ($1,914,183 ÷ 153,883 shares)

$ 12.44

 

 

 

Maximum offering price per share (100/96.50 of $12.44)

$ 12.89

Class C:
Net Asset Value
and offering price per share ($2,081,734 ÷ 168,561 shares)A

$ 12.35

 

 

 

Emerging Markets Discovery:
Net Asset Value
, offering price and redemption price per share ($96,731,108 ÷ 7,723,835 shares)

$ 12.52

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,076,244 ÷ 85,924 shares)

$ 12.53

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

 

$ 2,828,759

Income from Fidelity Central Funds

 

9,323

Income before foreign taxes withheld

 

2,838,082

Less foreign taxes withheld

 

(276,587)

Total income

 

2,561,495

 

 

 

Expenses

Management fee

$ 970,456

Transfer agent fees

278,936

Distribution and service plan fees

51,976

Accounting and security lending fees

58,907

Custodian fees and expenses

313,877

Independent trustees' compensation

619

Registration fees

92,723

Audit

76,674

Legal

207

Miscellaneous

435

Total expenses before reductions

1,844,810

Expense reductions

(214,796)

1,630,014

Net investment income (loss)

931,481

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $74,639)

2,425,794

Foreign currency transactions

(109,494)

Total net realized gain (loss)

 

2,316,300

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $183,313)

(861,858)

Assets and liabilities in foreign currencies

(3,018)

Total change in net unrealized appreciation (depreciation)

 

(864,876)

Net gain (loss)

1,451,424

Net increase (decrease) in net assets resulting from operations

$ 2,382,905

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Emerging Markets Discovery Fund

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
October 31,
2013

For the period
November 1, 2011 (commencement of operations) to
October 31, 2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 931,481

$ 275,092

Net realized gain (loss)

2,316,300

834,546

Change in net unrealized appreciation (depreciation)

(864,876)

2,683,528

Net increase (decrease) in net assets resulting
from operations

2,382,905

3,793,166

Distributions to shareholders from net investment income

(286,293)

(7,760)

Distributions to shareholders from net realized gain

(914,866)

-

Total distributions

(1,201,159)

(7,760)

Share transactions - net increase (decrease)

59,689,170

41,986,470

Redemption fees

191,734

34,006

Total increase (decrease) in net assets

61,062,650

45,805,882

 

 

 

Net Assets

Beginning of period

45,805,882

-

End of period (including undistributed net investment income of $648,420 and undistributed net investment income of $251,826, respectively)

$ 106,868,532

$ 45,805,882

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2013

2012 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 11.89

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) C

  .08

  .12

Net realized and unrealized gain (loss)

  .75

  1.76

Total from investment operations

  .83

  1.88

Distributions from net investment income

  (.04)

  (.01)

Distributions from net realized gain

  (.20)

  -

Total distributions

  (.25) H

  (.01)

Redemption fees added to paid in capital C

  .02

  .02

Net asset value, end of period

$ 12.49

$ 11.89

Total Return A, B

  7.20%

  19.00%

Ratios to Average Net Assets D, G

 

 

Expenses before reductions

  1.87%

  3.49%

Expenses net of fee waivers, if any

  1.70%

  1.70%

Expenses net of all reductions

  1.64%

  1.64%

Net investment income (loss)

  .62%

  1.16%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 5,065

$ 1,671

Portfolio turnover rate E

  179%

  83%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2011 (commencement of operations) to October 31, 2012.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Total distributions of $.25 per share is comprised of distributions from net investment income of $.044 and distributions from net realized gain of $.203 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 11.87

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) C

  .05

  .10

Net realized and unrealized gain (loss)

  .74

  1.75

Total from investment operations

  .79

  1.85

Distributions from net investment income

  (.03)

  - I

Distributions from net realized gain

  (.20)

  -

Total distributions

  (.24) H

  - I

Redemption fees added to paid in capital C

  .02

  .02

Net asset value, end of period

$ 12.44

$ 11.87

Total Return A, B

  6.87%

  18.75%

Ratios to Average Net Assets D, G

 

 

Expenses before reductions

  2.19%

  3.77%

Expenses net of fee waivers, if any

  1.95%

  1.95%

Expenses net of all reductions

  1.89%

  1.89%

Net investment income (loss)

  .37%

  .91%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 1,914

$ 1,700

Portfolio turnover rate E

  179%

  83%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2011 (commencement of operations) to October 31, 2012.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Total distributions of $.24 per share is comprised of distributions from net investment income of $.034 and distributions from net realized gain of $.203 per share.

I Amount represents less than $.01 per share

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 11.82

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) C

  (.02)

  .04

Net realized and unrealized gain (loss)

  .74

  1.76

Total from investment operations

  .72

  1.80

Distributions from net investment income

  (.01)

  -

Distributions from net realized gain

  (.20)

  -

Total distributions

  (.21)

  -

Redemption fees added to paid in capital C

  .02

  .02

Net asset value, end of period

$ 12.35

$ 11.82

Total Return A, B

  6.32%

  18.20%

Ratios to Average Net Assets D, G

 

 

Expenses before reductions

  2.70%

  4.32%

Expenses net of fee waivers, if any

  2.45%

  2.45%

Expenses net of all reductions

  2.39%

  2.39%

Net investment income (loss)

  (.13)%

  .41%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 2,082

$ 1,474

Portfolio turnover rate E

  179%

  83%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2011 (commencement of operations) to October 31, 2012.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Emerging Markets Discovery

Years ended October 31,

2013

2012 E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 11.92

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) B

  .11

  .15

Net realized and unrealized gain (loss)

  .74

  1.76

Total from investment operations

  .85

  1.91

Distributions from net investment income

  (.07)

  (.01)

Distributions from net realized gain

  (.20)

  -

Total distributions

  (.27)

  (.01)

Redemption fees added to paid in capital B

  .02

  .02

Net asset value, end of period

$ 12.52

$ 11.92

Total Return A

  7.37%

  19.35%

Ratios to Average Net Assets C, F

 

 

Expenses before reductions

  1.57%

  3.02%

Expenses net of fee waivers, if any

  1.45%

  1.45%

Expenses net of all reductions

  1.39%

  1.39%

Net investment income (loss)

  .87%

  1.41%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 96,731

$ 39,135

Portfolio turnover rate D

  179%

  83%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E For the period November 1, 2011 (commencement of operations) to October 31, 2012.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012 E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 11.92

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) B

  .11

  .15

Net realized and unrealized gain (loss)

  .75

  1.76

Total from investment operations

  .86

  1.91

Distributions from net investment income

  (.07)

  (.01)

Distributions from net realized gain

  (.20)

  -

Total distributions

  (.27)

  (.01)

Redemption fees added to paid in capital B

  .02

  .02

Net asset value, end of period

$ 12.53

$ 11.92

Total Return A

  7.45%

  19.35%

Ratios to Average Net Assets C, F

 

 

Expenses before reductions

  1.60%

  3.21%

Expenses net of fee waivers, if any

  1.45%

  1.45%

Expenses net of all reductions

  1.39%

  1.39%

Net investment income (loss)

  .87%

  1.41%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 1,076

$ 1,825

Portfolio turnover rate D

  179%

  83%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E For the period November 1, 2011 (commencement of operations) to October 31, 2012.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Emerging Markets Discovery Fund


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity Emerging Markets Discovery Fund (the Fund) is a non-diversified fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Emerging Markets Discovery and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. 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

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

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.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2013, 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. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

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. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC) and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 7,324,813

Gross unrealized depreciation

(6,582,719)

Net unrealized appreciation (depreciation) on securities and other investments

$ 742,094

 

 

Tax Cost

$ 106,636,517

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 648,420

Undistributed long-term capital gain

$ 2,513,282

Net unrealized appreciation (depreciation)

$ 738,896

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 1,201,159

$ 7,760

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 2.00% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $247,560,295 and $189,920,365, respectively.

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .60% of the Fund's average net assets and an annualized group fee rate that averaged .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. For the reporting period, the total annual management fee rate was .86% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 11,370

$ 640

Class T

.25%

.25%

10,003

706

Class C

.75%

.25%

30,603

12,100

 

 

 

$ 51,976

$ 13,446

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T and Class C redemptions. The deferred sales charges range from 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 8,180

Class T

2,075

Class C*

942

 

$ 11,197

* When Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 13,166

.29

Class T

6,485

.32

Class C

7,570

.25

Emerging Markets Discovery

245,715

.24

Institutional Class

6,000

.22

 

$ 278,936

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for 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 $334 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $232 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $3,614. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR contractually agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. This reimbursement will remain in place through December 31, 2014. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

 

 

 

Class A

1.70%

$ 7,621

Class T

1.95%

4,856

Class C

2.45%

7,439

Emerging Markets Discovery

1.45%

124,923

Institutional Class

1.45%

4,058

 

 

$ 148,897

Annual Report

8. Expense Reductions - continued

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $970.

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 $64,929 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012 A

From net investment income

 

 

Class A

$ 7,274

$ 435

Class T

5,643

203

Class C

1,195

-

Emerging Markets Discovery

259,277

6,522

Institutional Class

12,904

600

Total

$ 286,293

$ 7,760

From net realized gain

 

 

Class A

$ 33,559

$ -

Class T

33,691

-

Class C

30,324

-

Emerging Markets Discovery

778,518

-

Institutional Class

38,774

-

Total

$ 914,866

$ -

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013

2012 A

2013

2012 A

Class A

 

 

 

 

Shares sold

646,803

197,037

$ 8,039,936

$ 2,112,904

Reinvestment of distributions

3,013

46

36,310

435

Shares redeemed

(384,660)

(56,598)

(4,712,072)

(637,589)

Net increase (decrease)

265,156

140,485

$ 3,364,174

$ 1,475,750

Class T

 

 

 

 

Shares sold

157,097

182,780

$ 1,931,892

$ 1,990,143

Reinvestment of distributions

3,232

22

38,882

203

Shares redeemed

(149,702)

(39,546)

(1,831,906)

(451,707)

Net increase (decrease)

10,627

143,256

$ 138,868

$ 1,538,639

Class C

 

 

 

 

Shares sold

428,945

161,266

$ 5,224,843

$ 1,743,293

Reinvestment of distributions

2,629

-

31,519

-

Shares redeemed

(387,768)

(36,511)

(4,776,955)

(415,821)

Net increase (decrease)

43,806

124,755

$ 479,407

$ 1,327,472

Emerging Markets Discovery

 

 

 

 

Shares sold

12,245,350

4,074,333

$ 152,132,821

$ 44,757,138

Reinvestment of distributions

72,226

681

871,750

6,419

Shares redeemed

(7,876,995)

(791,760)

(96,541,547)

(8,744,517)

Net increase (decrease)

4,440,581

3,283,254

$ 56,463,024

$ 36,019,040

Institutional Class

 

 

 

 

Shares sold

231,788

199,001

$ 2,857,278

$ 2,149,513

Reinvestment of distributions

3,612

64

43,597

600

Shares redeemed

(302,585)

(45,956)

(3,657,178)

(524,544)

Net increase (decrease)

(67,185)

153,109

$ (756,303)

$ 1,625,569

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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 Emerging Markets Discovery Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Emerging Markets Discovery Fund (a fund of Fidelity Investment Trust) at October 31, 2013, the results of its operations for the year then ended, the changes in its net assets for the period indicated and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Emerging Markets Discovery Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 17, 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.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 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: 2002

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 Advisor Emerging Markets Discovery Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Class A

12/09/13

12/06/13

$0.058

$0.30

Class T

12/09/13

12/06/13

$0.017

$0.30

Class C

12/09/13

12/06/13

$0.000

$0.30

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2013, $2,657,028, or, if subsequently determined to be different, the net capital gain of such year.

A percentage of the dividends distributed during the fiscal year for the following funds may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code:

December 7, 2012

Class A

18%

Class T

19%

Class C

21%

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Class A

12/10/12

$0.090

$0.0134

 

12/28/12

$0.000

$0.0000

Class T

12/10/12

$0.086

$0.0134

 

12/28/12

$0.000

$0.0000

Class C

12/10/12

$0.077

$0.0134

 

12/28/12

$0.000

$0.0000

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 Emerging Markets Discovery Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

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-year period, 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 Emerging Markets Discovery Fund

aed2079004

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps 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 19% means that 81% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to 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, is also included in the chart and considered by the Board.

Annual Report

Fidelity Emerging Markets Discovery Fund

aed2079006

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.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expense ratio of each of Class A 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.

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class C, Institutional Class, and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.70%, 1.95%, 2.45%, 1.45%, and 1.45% through December 31, 2013.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

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.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investments (Japan) Limited

FIL Investment Advisors (UK) Limited

FIL Investment Advisors

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

AEMD-UANN-1213
1.931249.101

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Emerging Markets Discovery

Fund - Institutional Class

Annual Report

October 31, 2013

(Fidelity Cover Art)

Institutional Class is
a class of Fidelity®
Emerging Markets
Discovery Fund


Contents

Performance

(Click Here)

How the fund has done over time.

Management's Discussion of Fund Performance

(Click Here)

The Portfolio Manager's review of fund performance and strategy.

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

Trustees and Officers

(Click Here)

 

Distributions

(Click Here)

 

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2013 FMR LLC. All rights reserved.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended October 31, 2013

Past 1
year

Life of
fund
A

  Institutional Class

7.45%

13.25%

A From November 1, 2011

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Emerging Markets Discovery Fund - Institutional Class on November 1, 2011, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® Emerging Markets SMID Cap Index performed over the same period.

mdi2213403

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 Ashish Swarup, Portfolio Manager of Fidelity Advisor® Emerging Markets Discovery Fund: For the year, the fund's Institutional Class shares advanced 7.45%, trailing the 8.55% gain of the MSCI® Emerging Markets SMID Cap Index. Versus the index, underweighting Malaysia and China hurt, as did stock picks in South Korea. Looking at individual stocks, I saw opportunity in South Africa-based gold miner and non-index investment AngloGold Ashanti. I considered the company to be of high quality, well run and shareholder friendly, and the stock has historically been a steady performer. Unfortunately, shares fell this period alongside the price of gold. I sold AngloGold in May. Conversely, an overweighting in St. Shine Optical was a winner. The contact lens and glasses maker based in Taiwan consistently gained market share due to the high quality and reliability of its products. I was attracted to the company's good management team and high return on equity of its business, as well as the stock's attractive valuation when I purchased it prior to the beginning of the reporting period. The stock performed very well during the past 12 months, and as its price continued to appreciate, I sold some of St. Shine to take profits.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Fidelity Emerging Markets Discovery Fund


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 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.

Annual Report

Shareholder Expense Example - continued

 

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

1.70%

 

 

 

Actual

 

$ 1,000.00

$ 980.40

$ 8.49

HypotheticalA

 

$ 1,000.00

$ 1,016.64

$ 8.64

Class T

1.95%

 

 

 

Actual

 

$ 1,000.00

$ 978.80

$ 9.73

HypotheticalA

 

$ 1,000.00

$ 1,015.38

$ 9.91

Class C

2.45%

 

 

 

Actual

 

$ 1,000.00

$ 977.10

$ 12.21

HypotheticalA

 

$ 1,000.00

$ 1,012.85

$ 12.43

Emerging Markets Discovery

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 981.20

$ 7.24

HypotheticalA

 

$ 1,000.00

$ 1,017.90

$ 7.38

Institutional Class

1.45%

 

 

 

Actual

 

$ 1,000.00

$ 982.00

$ 7.24

HypotheticalA

 

$ 1,000.00

$ 1,017.90

$ 7.38

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 Emerging Markets Discovery Fund


Investment Changes (Unaudited)

Top Five Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

E-Mart Co. Ltd. (Korea (South), Food & Staples Retailing)

1.7

1.0

Unified-President Enterprises Corp. (Taiwan, Food Products)

1.4

1.2

China Insurance International Holdings Co. Ltd. (Hong Kong, Insurance)

1.4

0.8

Compania Cervecerias Unidas SA sponsored ADR (Chile, Beverages)

1.4

1.0

LG Household & Health Care Ltd. (Korea (South), Household Products)

1.4

1.1

 

7.3

Top Five Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

25.8

23.8

Industrials

19.2

17.2

Consumer Staples

16.9

17.3

Consumer Discretionary

15.1

16.7

Health Care

6.9

5.3

Top Five Countries as of October 31, 2013

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

India

13.3

10.4

Taiwan

11.8

22.7

South Africa

10.4

11.0

Korea (South)

9.9

12.8

Chile

7.7

5.8

Percentages are adjusted for the effect of open futures contracts, if applicable.

Asset Allocation (% of fund's net assets)

As of October 31, 2013

As of April 30, 2013

mdi2213405

Stocks 97.3%

 

mdi2213405

Stocks 98.8%

 

mdi2213408

Short-TermInvestments andNet Other Assets (Liabilities) 2.7%

 

mdi2213408

Short-TermInvestments andNet Other Assets (Liabilities) 1.2%

 

mdi2213411

Annual Report

Fidelity Emerging Markets Discovery Fund


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 96.3%

Shares

Value

Bermuda - 6.9%

China Foods Ltd.

1,566,000

$ 710,992

Shangri-La Asia Ltd.

520,000

952,406

Silverlake Axis Ltd. Class A

1,533,000

888,553

Tai Cheung Holdings Ltd.

1,017,000

771,309

Texwinca Holdings Ltd.

1,228,000

1,256,035

Trinity Ltd.

1,246,000

466,065

Wilson Sons Ltd. unit

81,855

1,023,096

Yue Yuen Industrial (Holdings) Ltd.

471,000

1,293,989

TOTAL BERMUDA

7,362,445

Brazil - 4.6%

BHG SA (Brazil Hospitality Group) (a)

106,800

781,859

BTG Pactual Participations Ltd. unit

48,000

642,157

Fleury SA

121,600

941,773

Hypermarcas SA

119,000

1,038,501

Iguatemi Empresa de Shopping Centers SA

72,200

829,904

Terna Participacoes SA unit

74,000

718,463

TOTAL BRAZIL

4,952,657

Cayman Islands - 6.9%

China Lodging Group Ltd. ADR (a)

46,300

1,017,674

Chu Kong Petroleum & Natural Gas Steel Pipe Holdings Ltd.

1,000,000

374,049

Ginko International Co. Ltd.

29,000

552,709

Gourmet Master Co. Ltd.

152,000

1,012,128

Greatview Aseptic Pack Co. Ltd.

1,319,000

830,223

Lifestyle International Holdings Ltd.

113,000

246,318

Samson Holding Ltd.

7,877,000

1,097,273

SITC International Holdings Co. Ltd.

1,685,000

712,860

Springland International Holdings Ltd.

1,264,000

692,893

Tao Heung Holdings Ltd.

1,128,000

865,678

TOTAL CAYMAN ISLANDS

7,401,805

Chile - 7.7%

Compania Cervecerias Unidas SA sponsored ADR

55,107

1,470,806

Embotelladora Andina SA sponsored ADR

32,153

1,099,633

Empresa Nacional de Telecomunicaciones SA (ENTEL)

60,226

926,816

Isapre CruzBlanca SA

1,312,507

896,528

Parque Arauco SA

431,517

833,129

Quinenco SA

456,526

1,220,968

Quinenco SA rights 11/5/13 (a)

108,014

42,172

Common Stocks - continued

Shares

Value

Chile - continued

Sociedad Matriz SAAM SA

9,377,011

$ 942,552

Sonda SA

290,100

753,212

TOTAL CHILE

8,185,816

China - 1.0%

China Communications Services Corp. Ltd. (H Shares)

1,116,000

683,735

Shandong Weigao Medical Polymer Co. Ltd. (H Shares)

408,000

383,108

TOTAL CHINA

1,066,843

Colombia - 0.6%

Bolsa de Valores de Colombia

48,878,613

622,492

Hong Kong - 3.6%

China Insurance International Holdings Co. Ltd. (a)

946,000

1,476,409

Dah Chong Hong Holdings Ltd.

893,000

757,892

HKT Trust / HKT Ltd. unit

984,000

912,545

Singamas Container Holdings Ltd.

2,936,000

685,433

TOTAL HONG KONG

3,832,279

Hungary - 1.1%

Richter Gedeon PLC

62,400

1,186,549

India - 13.3%

Bank of Baroda

69,571

725,808

Container Corp. of India Ltd.

76,245

936,545

Credit Analysis & Research Ltd.

100,032

1,080,201

Grasim Industries Ltd.

19,771

929,352

IDFC Ltd.

648,827

1,113,421

Indian Hotels Co. Ltd.

938,336

748,397

Ipca Laboratories Ltd.

90,219

1,007,944

Jain Irrigation Systems Ltd.

760,572

825,689

Mahindra Lifespace Developers Ltd.

93,500

649,921

Motilal Oswal Financial Services Ltd.

685,225

773,914

Prestige Estates Projects Ltd. (a)

373,175

866,265

Punjab National Bank

80,137

743,345

SKS Microfinance Ltd. (a)

325,922

823,479

Tech Mahindra Ltd. (a)

54,154

1,363,033

Thermax Ltd. (a)

76,141

787,802

Tube Investments of India Ltd.

354,155

844,813

TOTAL INDIA

14,219,929

Indonesia - 4.1%

PT Astra Graphia Tbk

7,177,500

1,056,961

PT Bank Tabungan Pensiunan Nasional Tbk (a)

543,500

210,938

Common Stocks - continued

Shares

Value

Indonesia - continued

PT Hero Supermarket Tbk (a)

2,698,000

$ 861,632

PT Holcim Indonesia Tbk

3,289,000

751,309

PT Tempo Scan Pacific Tbk

2,063,000

713,742

PT Wijaya Karya Persero Tbk

4,610,500

785,284

TOTAL INDONESIA

4,379,866

Kenya - 0.8%

East African Breweries Ltd.

228,200

852,909

Korea (South) - 9.9%

Binggrea Co. Ltd.

8,872

748,194

E-Mart Co. Ltd.

7,626

1,825,156

Kiwoom Securities Co. Ltd.

25,329

1,326,975

Korea Plant Service & Engineering Co. Ltd.

27,617

1,400,002

LG Corp.

24,155

1,427,067

LG Household & Health Care Ltd.

2,792

1,449,562

Samsung Fire & Marine Insurance Co. Ltd.

2,907

679,308

Shinsegae Food Co. Ltd.

10,022

839,510

TK Corp. (a)

45,428

922,446

TOTAL KOREA (SOUTH)

10,618,220

Malaysia - 2.4%

Oldtown Bhd

1,036,900

814,672

Oriental Holdings Bhd

295,600

827,849

YTL Corp. Bhd

1,866,800

975,834

TOTAL MALAYSIA

2,618,355

Mexico - 1.4%

Bolsa Mexicana de Valores S.A.B. de CV

310,300

739,645

Consorcio ARA S.A.B. de CV (a)

1,864,800

728,926

TOTAL MEXICO

1,468,571

Nigeria - 0.7%

Guaranty Trust Bank PLC

4,415,484

703,474

Philippines - 0.7%

Security Bank Corp.

217,510

699,616

Poland - 1.2%

Warsaw Stock Exchange

87,205

1,262,630

Russia - 2.4%

Moscow Exchange MICEX-RTS OAO

284,000

542,395

Common Stocks - continued

Shares

Value

Russia - continued

Synergy Co. (a)

56,651

$ 1,130,167

Vozrozhdenie Bank

71,500

922,991

TOTAL RUSSIA

2,595,553

Singapore - 0.6%

Ezion Holdings Ltd.

378,000

681,629

South Africa - 10.4%

Adcorp Holdings Ltd.

312,400

1,079,532

African Bank Investments Ltd.

583,117

987,472

Astral Foods Ltd.

136,400

1,372,322

Bidvest Group Ltd.

47,500

1,266,714

Illovo Sugar Ltd.

278,400

872,188

JSE Ltd.

100,955

882,963

PSG Group Ltd.

143,700

1,180,949

SA Corporate Real Estate Fund

1,935,200

773,020

Tiger Brands Ltd.

44,025

1,290,128

Zeder Investments Ltd.

3,171,609

1,369,352

TOTAL SOUTH AFRICA

11,074,640

Sri Lanka - 0.7%

John Keells Holdings Ltd.

442,958

756,649

Taiwan - 11.8%

Chroma ATE, Inc.

501,000

1,065,487

Cleanaway Co. Ltd.

142,000

887,651

CTCI Corp.

588,000

1,026,778

E.SUN Financial Holdings Co. Ltd.

1,630,655

1,088,581

Formosa Optical Technology Co. Ltd.

304,000

1,084,423

Johnson Health Tech Co. Ltd.

1,740

4,960

Kd Holding Corp.

134,000

860,404

King Slide Works Co. Ltd.

70,000

618,312

MJC Probe, Inc.

449,000

782,528

Pacific Hospital Supply Co. Ltd.

313,700

1,166,983

Sinyi Realty, Inc.

635,560

1,159,489

St. Shine Optical Co. Ltd.

20,000

587,736

Standard Foods Corp.

26,450

80,873

Unified-President Enterprises Corp.

785,803

1,494,988

Wowprime Corp.

43,500

719,704

TOTAL TAIWAN

12,628,897

Turkey - 3.0%

Anadolu Efes Biracilik Ve Malt Sanayii A/S

83,749

1,069,806

Common Stocks - continued

Shares

Value

Turkey - continued

Enka Insaat ve Sanayi A/S

403,057

$ 1,179,137

Is Yatirim Menkul Degerler A/S

1,385,599

999,505

TOTAL TURKEY

3,248,448

United States of America - 0.5%

Sohu.com, Inc. (a)

7,900

528,984

TOTAL COMMON STOCKS

(Cost $100,982,901)


102,949,256

Nonconvertible Preferred Stocks - 1.0%

 

 

 

 

Brazil - 1.0%

Klabin SA (PN) (non-vtg.)
(Cost $996,339)

201,200


1,068,780

Money Market Funds - 3.2%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)
(Cost $3,360,575)

3,360,575


3,360,575

TOTAL INVESTMENT PORTFOLIO - 100.5%

(Cost $105,339,815)

107,378,611

NET OTHER ASSETS (LIABILITIES) - (0.5)%

(510,079)

NET ASSETS - 100%

$ 106,868,532

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.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 5,709

Fidelity Securities Lending Cash Central Fund

3,614

Total

$ 9,323

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 table 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

$ 16,238,792

$ 16,238,792

$ -

$ -

Consumer Staples

18,182,529

18,182,529

-

-

Energy

1,055,678

1,055,678

-

-

Financials

27,481,057

26,737,712

743,345

-

Health Care

7,437,072

6,429,128

1,007,944

-

Industrials

20,444,054

20,444,054

-

-

Information Technology

5,381,797

5,381,797

-

-

Materials

3,579,664

2,650,312

929,352

-

Telecommunication Services

2,523,096

2,523,096

-

-

Utilities

1,694,297

1,694,297

-

-

Money Market Funds

3,360,575

3,360,575

-

-

Total Investments in Securities:

$ 107,378,611

$ 104,697,970

$ 2,680,641

$ -

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Emerging Markets Discovery Fund


Financial Statements

Statement of Assets and Liabilities

 

October 31, 2013

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $101,979,240)

$ 104,018,036

 

Fidelity Central Funds (cost $3,360,575)

3,360,575

 

Total Investments (cost $105,339,815)

 

$ 107,378,611

Cash

 

105,599

Foreign currency held at value (cost $10,502)

10,477

Receivable for investments sold

3,062,739

Receivable for fund shares sold

297,178

Dividends receivable

39,430

Distributions receivable from Fidelity Central Funds

464

Prepaid expenses

451

Receivable from investment adviser for expense reductions

31,581

Other affiliated receivables

73,436

Other receivables

25,607

Total assets

111,025,573

 

 

 

Liabilities

Payable for investments purchased

$ 3,624,635

Payable for fund shares redeemed

102,677

Accrued management fee

75,088

Distribution and service plan fees payable

3,409

Other affiliated payables

25,814

Other payables and accrued expenses

325,418

Total liabilities

4,157,041

 

 

 

Net Assets

$ 106,868,532

Net Assets consist of:

 

Paid in capital

$ 103,184,879

Undistributed net investment income

648,420

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

1,216,581

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

1,818,652

Net Assets

$ 106,868,532

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Assets and Liabilities - continued

 

October 31, 2013

 

 

 

Calculation of Maximum Offering Price

Class A:
Net Asset Value
and redemption price per share ($5,065,263 ÷ 405,641 shares)

$ 12.49

 

 

 

Maximum offering price per share (100/94.25 of $12.49)

$ 13.25

Class T:
Net Asset Value
and redemption price per share ($1,914,183 ÷ 153,883 shares)

$ 12.44

 

 

 

Maximum offering price per share (100/96.50 of $12.44)

$ 12.89

Class C:
Net Asset Value
and offering price per share ($2,081,734 ÷ 168,561 shares)A

$ 12.35

 

 

 

Emerging Markets Discovery:
Net Asset Value
, offering price and redemption price per share ($96,731,108 ÷ 7,723,835 shares)

$ 12.52

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,076,244 ÷ 85,924 shares)

$ 12.53

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Emerging Markets Discovery Fund

Financial Statements - continued

Statement of Operations

 

Year ended October 31, 2013

 

 

 

Investment Income

 

 

Dividends

 

$ 2,828,759

Income from Fidelity Central Funds

 

9,323

Income before foreign taxes withheld

 

2,838,082

Less foreign taxes withheld

 

(276,587)

Total income

 

2,561,495

 

 

 

Expenses

Management fee

$ 970,456

Transfer agent fees

278,936

Distribution and service plan fees

51,976

Accounting and security lending fees

58,907

Custodian fees and expenses

313,877

Independent trustees' compensation

619

Registration fees

92,723

Audit

76,674

Legal

207

Miscellaneous

435

Total expenses before reductions

1,844,810

Expense reductions

(214,796)

1,630,014

Net investment income (loss)

931,481

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers (net of foreign taxes of $74,639)

2,425,794

Foreign currency transactions

(109,494)

Total net realized gain (loss)

 

2,316,300

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $183,313)

(861,858)

Assets and liabilities in foreign currencies

(3,018)

Total change in net unrealized appreciation (depreciation)

 

(864,876)

Net gain (loss)

1,451,424

Net increase (decrease) in net assets resulting from operations

$ 2,382,905

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

For the period
November 1, 2011 (commencement of operations) to
October 31, 2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 931,481

$ 275,092

Net realized gain (loss)

2,316,300

834,546

Change in net unrealized appreciation (depreciation)

(864,876)

2,683,528

Net increase (decrease) in net assets resulting
from operations

2,382,905

3,793,166

Distributions to shareholders from net investment income

(286,293)

(7,760)

Distributions to shareholders from net realized gain

(914,866)

-

Total distributions

(1,201,159)

(7,760)

Share transactions - net increase (decrease)

59,689,170

41,986,470

Redemption fees

191,734

34,006

Total increase (decrease) in net assets

61,062,650

45,805,882

 

 

 

Net Assets

Beginning of period

45,805,882

-

End of period (including undistributed net investment income of $648,420 and undistributed net investment income of $251,826, respectively)

$ 106,868,532

$ 45,805,882

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class A

Years ended October 31,

2013

2012 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 11.89

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) C

  .08

  .12

Net realized and unrealized gain (loss)

  .75

  1.76

Total from investment operations

  .83

  1.88

Distributions from net investment income

  (.04)

  (.01)

Distributions from net realized gain

  (.20)

  -

Total distributions

  (.25) H

  (.01)

Redemption fees added to paid in capital C

  .02

  .02

Net asset value, end of period

$ 12.49

$ 11.89

Total Return A, B

  7.20%

  19.00%

Ratios to Average Net Assets D, G

 

 

Expenses before reductions

  1.87%

  3.49%

Expenses net of fee waivers, if any

  1.70%

  1.70%

Expenses net of all reductions

  1.64%

  1.64%

Net investment income (loss)

  .62%

  1.16%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 5,065

$ 1,671

Portfolio turnover rate E

  179%

  83%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2011 (commencement of operations) to October 31, 2012.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Total distributions of $.25 per share is comprised of distributions from net investment income of $.044 and distributions from net realized gain of $.203 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class T

Years ended October 31,

2013

2012 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 11.87

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) C

  .05

  .10

Net realized and unrealized gain (loss)

  .74

  1.75

Total from investment operations

  .79

  1.85

Distributions from net investment income

  (.03)

  - I

Distributions from net realized gain

  (.20)

  -

Total distributions

  (.24) H

  - I

Redemption fees added to paid in capital C

  .02

  .02

Net asset value, end of period

$ 12.44

$ 11.87

Total Return A, B

  6.87%

  18.75%

Ratios to Average Net Assets D, G

 

 

Expenses before reductions

  2.19%

  3.77%

Expenses net of fee waivers, if any

  1.95%

  1.95%

Expenses net of all reductions

  1.89%

  1.89%

Net investment income (loss)

  .37%

  .91%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 1,914

$ 1,700

Portfolio turnover rate E

  179%

  83%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the sales charges.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2011 (commencement of operations) to October 31, 2012.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Total distributions of $.24 per share is comprised of distributions from net investment income of $.034 and distributions from net realized gain of $.203 per share.

I Amount represents less than $.01 per share

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Class C

Years ended October 31,

2013

2012 F

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 11.82

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) C

  (.02)

  .04

Net realized and unrealized gain (loss)

  .74

  1.76

Total from investment operations

  .72

  1.80

Distributions from net investment income

  (.01)

  -

Distributions from net realized gain

  (.20)

  -

Total distributions

  (.21)

  -

Redemption fees added to paid in capital C

  .02

  .02

Net asset value, end of period

$ 12.35

$ 11.82

Total Return A, B

  6.32%

  18.20%

Ratios to Average Net Assets D, G

 

 

Expenses before reductions

  2.70%

  4.32%

Expenses net of fee waivers, if any

  2.45%

  2.45%

Expenses net of all reductions

  2.39%

  2.39%

Net investment income (loss)

  (.13)%

  .41%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 2,082

$ 1,474

Portfolio turnover rate E

  179%

  83%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Total returns do not include the effect of the contingent deferred sales charge.

C Calculated based on average shares outstanding during the period.

D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

F For the period November 1, 2011 (commencement of operations) to October 31, 2012.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Emerging Markets Discovery

Years ended October 31,

2013

2012 E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 11.92

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) B

  .11

  .15

Net realized and unrealized gain (loss)

  .74

  1.76

Total from investment operations

  .85

  1.91

Distributions from net investment income

  (.07)

  (.01)

Distributions from net realized gain

  (.20)

  -

Total distributions

  (.27)

  (.01)

Redemption fees added to paid in capital B

  .02

  .02

Net asset value, end of period

$ 12.52

$ 11.92

Total Return A

  7.37%

  19.35%

Ratios to Average Net Assets C, F

 

 

Expenses before reductions

  1.57%

  3.02%

Expenses net of fee waivers, if any

  1.45%

  1.45%

Expenses net of all reductions

  1.39%

  1.39%

Net investment income (loss)

  .87%

  1.41%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 96,731

$ 39,135

Portfolio turnover rate D

  179%

  83%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E For the period November 1, 2011 (commencement of operations) to October 31, 2012.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended October 31,

2013

2012 E

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 11.92

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) B

  .11

  .15

Net realized and unrealized gain (loss)

  .75

  1.76

Total from investment operations

  .86

  1.91

Distributions from net investment income

  (.07)

  (.01)

Distributions from net realized gain

  (.20)

  -

Total distributions

  (.27)

  (.01)

Redemption fees added to paid in capital B

  .02

  .02

Net asset value, end of period

$ 12.53

$ 11.92

Total Return A

  7.45%

  19.35%

Ratios to Average Net Assets C, F

 

 

Expenses before reductions

  1.60%

  3.21%

Expenses net of fee waivers, if any

  1.45%

  1.45%

Expenses net of all reductions

  1.39%

  1.39%

Net investment income (loss)

  .87%

  1.41%

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 1,076

$ 1,825

Portfolio turnover rate D

  179%

  83%

A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

B Calculated based on average shares outstanding during the period.

C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

E For the period November 1, 2011 (commencement of operations) to October 31, 2012.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Emerging Markets Discovery Fund


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity Emerging Markets Discovery Fund (the Fund) is a non-diversified fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Emerging Markets Discovery and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. 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

Annual Report

3. Significant Accounting Policies - continued

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.

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2013, 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. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Annual Report

3. Significant Accounting Policies - continued

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. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC) and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 7,324,813

Gross unrealized depreciation

(6,582,719)

Net unrealized appreciation (depreciation) on securities and other investments

$ 742,094

 

 

Tax Cost

$ 106,636,517

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 648,420

Undistributed long-term capital gain

$ 2,513,282

Net unrealized appreciation (depreciation)

$ 738,896

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 1,201,159

$ 7,760

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 2.00% of the net asset value of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $247,560,295 and $189,920,365, respectively.

Annual Report

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .60% 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. For the reporting period, the total annual management fee rate was .86% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

 

Distribution
Fee

Service
Fee

Total Fees

Retained
by FDC

Class A

-%

.25%

$ 11,370

$ 640

Class T

.25%

.25%

10,003

706

Class C

.75%

.25%

30,603

12,100

 

 

 

$ 51,976

$ 13,446

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T and Class C redemptions. The deferred sales charges range from 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

 

Retained
by FDC

Class A

$ 8,180

Class T

2,075

Class C*

942

 

$ 11,197

* When Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets

Class A

$ 13,166

.29

Class T

6,485

.32

Class C

7,570

.25

Emerging Markets Discovery

245,715

.24

Institutional Class

6,000

.22

 

$ 278,936

 

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for 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 $334 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $232 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $3,614. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

FMR contractually agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. This reimbursement will remain in place through December 31, 2014. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

 

 

 

Class A

1.70%

$ 7,621

Class T

1.95%

4,856

Class C

2.45%

7,439

Emerging Markets Discovery

1.45%

124,923

Institutional Class

1.45%

4,058

 

 

$ 148,897

Annual Report

Fidelity Emerging Markets Discovery Fund

Notes to Financial Statements - continued

8. Expense Reductions - continued

In addition, FMR reimbursed a portion of the Fund's operating expenses during the period in the amount of $970.

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 $64,929 for the period.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended October 31,

2013

2012 A

From net investment income

 

 

Class A

$ 7,274

$ 435

Class T

5,643

203

Class C

1,195

-

Emerging Markets Discovery

259,277

6,522

Institutional Class

12,904

600

Total

$ 286,293

$ 7,760

From net realized gain

 

 

Class A

$ 33,559

$ -

Class T

33,691

-

Class C

30,324

-

Emerging Markets Discovery

778,518

-

Institutional Class

38,774

-

Total

$ 914,866

$ -

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

Annual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Years ended October 31,

2013

2012 A

2013

2012 A

Class A

 

 

 

 

Shares sold

646,803

197,037

$ 8,039,936

$ 2,112,904

Reinvestment of distributions

3,013

46

36,310

435

Shares redeemed

(384,660)

(56,598)

(4,712,072)

(637,589)

Net increase (decrease)

265,156

140,485

$ 3,364,174

$ 1,475,750

Class T

 

 

 

 

Shares sold

157,097

182,780

$ 1,931,892

$ 1,990,143

Reinvestment of distributions

3,232

22

38,882

203

Shares redeemed

(149,702)

(39,546)

(1,831,906)

(451,707)

Net increase (decrease)

10,627

143,256

$ 138,868

$ 1,538,639

Class C

 

 

 

 

Shares sold

428,945

161,266

$ 5,224,843

$ 1,743,293

Reinvestment of distributions

2,629

-

31,519

-

Shares redeemed

(387,768)

(36,511)

(4,776,955)

(415,821)

Net increase (decrease)

43,806

124,755

$ 479,407

$ 1,327,472

Emerging Markets Discovery

 

 

 

 

Shares sold

12,245,350

4,074,333

$ 152,132,821

$ 44,757,138

Reinvestment of distributions

72,226

681

871,750

6,419

Shares redeemed

(7,876,995)

(791,760)

(96,541,547)

(8,744,517)

Net increase (decrease)

4,440,581

3,283,254

$ 56,463,024

$ 36,019,040

Institutional Class

 

 

 

 

Shares sold

231,788

199,001

$ 2,857,278

$ 2,149,513

Reinvestment of distributions

3,612

64

43,597

600

Shares redeemed

(302,585)

(45,956)

(3,657,178)

(524,544)

Net increase (decrease)

(67,185)

153,109

$ (756,303)

$ 1,625,569

A For the period November 1, 2011 (commencement of operations) to October 31, 2012.

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 Emerging Markets Discovery Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Emerging Markets Discovery Fund (a fund of Fidelity Investment Trust) at October 31, 2013, the results of its operations for the year then ended, the changes in its net assets for the period indicated and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Emerging Markets Discovery Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 17, 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.

Annual Report

Trustees and Officers - continued

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 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: 2002

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 Advisor Emerging Markets Discovery Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities and dividends derived from net investment income:

 

Pay Date

Record Date

Dividends

Capital Gains

Institutional Class

12/09/13

12/06/13

$0.055

$0.30

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2013, $2,657,028, or, if subsequently determined to be different, the net capital gain of such year.

A percentage of the dividends distributed during the fiscal year for the following funds may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code:

 

December 7, 2012

December 27, 2012

Institutional Class

17%

100%

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

Institutional Class

12/10/12

$0.095

$0.0134

 

12/28/12

$0.002

$0.0000

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 Emerging Markets Discovery Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, 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.

Annual Report

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and 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.

Annual Report

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-year period, 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 Emerging Markets Discovery Fund

mdi2213413

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps 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 19% means that 81% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to 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, is also included in the chart and considered by the Board.

Annual Report

Fidelity Emerging Markets Discovery Fund

mdi2213415

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.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expense ratio of each of Class A 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.

The Board further considered that FMR contractually agreed to reimburse Class A, Class T, Class C, Institutional Class, and the retail class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 1.70%, 1.95%, 2.45%, 1.45%, and 1.45% through December 31, 2013.

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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

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.

Annual Report

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

FIL Investments (Japan) Limited

FIL Investment Advisors (UK) Limited

FIL Investment Advisors

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)

AEMDI-UANN-1213
1.931242.101

Fidelity®

Global Equity Income

Fund

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 1-800-544-8544 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.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report


Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the 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

Life of fund A

Fidelity® Global Equity Income

22.73%

16.36%

A From May 2, 2012.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Global Equity Income Fund, on May 2, 2012, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the MSCI® ACWI® (All Country World Index) Index performed over the same period.

ged2326675

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 Ramona Persaud, Portfolio Manager of Fidelity® Global Equity Income Fund: For the year, the fund's Retail Class shares gained 22.73%, trailing the 23.75% advance of the MSCI® ACWI®. Despite lagging its benchmark, the fund's lower risk profile helped it outpace the index on a risk-adjusted basis. Versus the MSCI index, it hurt to overweight consumer electronics giant Apple, which struggled this period amid negative sentiment around the launch of its lower-priced products. I consider Apple a high-quality business with a rock-solid balance sheet and very cheap valuation, so I added to my position. Additionally, I was very valuation sensitive amid the rising market, not seeing the types of stocks I like to own at attractive prices, so the fund's modest cash stake detracted. On the positive side, increased exposure to the European market contributed, including a handful of high-quality, attractively priced income-producing stocks that fit my high-predictability and low-volatility criteria. Our top relative contributor was Intrum Justitia, a Swedish debt collector that benefited from European banks slowly rebuilding capital to absorb losses from selling bad debt. Netherlands-based industrial conglomerate Philips Electronics also helped, while Swedish bank Svenska Handelsbanken was another strong performer for the fund.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The 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.

Annual Report

Shareholder Expense Example - continued

 

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

1.20%

$ 1,000.00

$ 1,088.00

$ 6.32

Hypothetical A

 

$ 1,000.00

$ 1,019.16

$ 6.11

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


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of October 31, 2013

ged2326677

United States of America* 41.2%

 

ged2326679

United Kingdom 11.2%

 

ged2326681

Japan 5.7%

 

ged2326683

Sweden 4.8%

 

ged2326685

Canada 3.7%

 

ged2326687

Germany 3.6%

 

ged2326689

Ireland 3.1%

 

ged2326691

France 3.1%

 

ged2326693

Switzerland 2.7%

 

ged2326695

Other 20.9%

 

ged2326697

* 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

ged2326677

United States of America* 41.3%

 

ged2326679

United Kingdom 13.1%

 

ged2326681

Japan 4.6%

 

ged2326683

Switzerland 3.7%

 

ged2326685

Germany 3.6%

 

ged2326687

France 3.4%

 

ged2326689

Sweden 3.0%

 

ged2326691

Netherlands 2.9%

 

ged2326693

Ireland 2.4%

 

ged2326695

Other 22.0%

 

ged2326709

* 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

96.3

94.3

Short-Term Investments and Net Other Assets (Liabilities)

3.7

5.7

Top Ten Stocks as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc. (United States of America, Computers & Peripherals)

2.2

1.6

British American Tobacco PLC (United Kingdom) (United Kingdom, Tobacco)

2.1

1.9

Wells Fargo & Co. (United States of America, Commercial Banks)

1.9

1.7

Roche Holding AG (participation certificate) (Switzerland, Pharmaceuticals)

1.8

1.6

General Electric Co. (United States of America, Industrial Conglomerates)

1.8

1.9

Vodafone Group PLC (United Kingdom, Wireless Telecommunication Services)

1.8

1.5

Svenska Handelsbanken AB (A Shares) (Sweden, Commercial Banks)

1.7

1.5

Comcast Corp. Class A (United States of America, Media)

1.6

1.5

Chevron Corp. (United States of America, Oil, Gas & Consumable Fuels)

1.6

1.7

Japan Tobacco, Inc. (Japan, Tobacco)

1.6

1.0

 

18.1

Market Sectors as of October 31, 2013

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

19.9

18.6

Industrials

14.6

12.2

Consumer Staples

14.1

12.4

Consumer Discretionary

12.7

10.7

Health Care

10.4

12.0

Information Technology

8.5

7.4

Telecommunication Services

6.9

6.9

Energy

5.8

8.2

Utilities

2.7

3.3

Materials

0.7

2.6

Annual Report


Investments October 31, 2013

Showing Percentage of Net Assets

Common Stocks - 94.8%

Shares

Value

Australia - 1.3%

Australia & New Zealand Banking Group Ltd.

9,398

$ 300,584

Telstra Corp. Ltd.

48,616

238,018

TOTAL AUSTRALIA

538,602

Bailiwick of Jersey - 1.2%

Informa PLC

25,084

225,029

Wolseley PLC

5,232

281,954

TOTAL BAILIWICK OF JERSEY

506,983

Belgium - 0.7%

Anheuser-Busch InBev SA NV

3,000

310,991

Canada - 3.7%

Alimentation Couche-Tard, Inc. Class B (sub. vtg.)

3,500

237,059

Constellation Software, Inc.

1,700

309,690

Fairfax Financial Holdings Ltd. (sub. vtg.)

641

279,725

Loblaw Companies Ltd.

5,500

251,566

Power Corp. of Canada (sub. vtg.)

9,400

276,956

Suncor Energy, Inc.

6,200

225,309

TOTAL CANADA

1,580,305

Cayman Islands - 0.4%

Springland International Holdings Ltd.

306,000

167,742

Chile - 0.9%

Aguas Andinas SA

362,531

245,580

Inversiones La Construccion SA

10,370

155,677

TOTAL CHILE

401,257

Denmark - 0.6%

Novo Nordisk A/S Series B

1,400

233,174

Finland - 0.8%

Sampo Oyj (A Shares)

6,800

322,129

France - 3.1%

Arkema SA

2,400

272,484

Edenred SA

7,600

258,230

Ipsos SA

3,800

160,278

Sanofi SA

5,626

599,862

TOTAL FRANCE

1,290,854

Common Stocks - continued

Shares

Value

Germany - 2.4%

AURELIUS AG

12,899

$ 440,292

Siemens AG

4,410

563,564

TOTAL GERMANY

1,003,856

Hong Kong - 0.6%

HKT Trust / HKT Ltd. unit

269,000

249,466

Ireland - 3.1%

Accenture PLC Class A

6,490

477,015

FBD Holdings PLC

9,020

194,726

Greencore Group PLC

101,000

291,660

Irish Continental Group PLC unit

9,400

329,473

TOTAL IRELAND

1,292,874

Israel - 1.1%

Rami Levi Chain Stores Hashikma Marketing 2006 Ltd.

8,896

481,854

Japan - 5.7%

Daito Trust Construction Co. Ltd.

1,800

183,787

Japan Retail Fund Investment Corp.

154

311,900

Japan Tobacco, Inc.

18,900

683,872

KDDI Corp.

4,500

243,704

Leopalace21 Corp. (a)

38,600

267,981

Nippon Telegraph & Telephone Corp.

5,400

280,694

Relo Holdings Corp.

4,500

208,636

Workman Co. Ltd.

5,500

215,542

TOTAL JAPAN

2,396,116

Kenya - 0.4%

Safaricom Ltd.

1,534,200

169,867

Korea (South) - 1.0%

Coway Co. Ltd.

3,818

218,011

LG Telecom Ltd. (a)

16,990

194,509

TOTAL KOREA (SOUTH)

412,520

Netherlands - 2.7%

Exact Holdings NV

8,600

227,753

Koninklijke Philips Electronics NV

18,116

640,233

Unilever NV (Certificaten Van Aandelen) (Bearer)

7,300

289,412

TOTAL NETHERLANDS

1,157,398

Nigeria - 0.3%

Nestle Foods Nigeria PLC

18,526

128,329

Common Stocks - continued

Shares

Value

Norway - 1.3%

Gjensidige Forsikring ASA

13,100

$ 244,481

Telenor ASA

12,400

297,864

TOTAL NORWAY

542,345

Panama - 1.3%

Copa Holdings SA Class A

3,760

562,270

Russia - 0.6%

Mobile TeleSystems OJSC

25,400

267,379

Singapore - 0.6%

United Overseas Bank Ltd.

14,000

234,874

South Africa - 2.2%

Astral Foods Ltd.

42,660

429,203

Lewis Group Ltd.

27,800

194,209

Reunert Ltd.

44,800

314,621

TOTAL SOUTH AFRICA

938,033

Spain - 1.8%

Grifols SA ADR

17,881

539,291

Inditex SA

1,430

234,931

TOTAL SPAIN

774,222

Sweden - 4.8%

Intrum Justitia AB

20,683

550,585

Nordea Bank AB

43,490

557,044

Svenska Handelsbanken AB (A Shares)

15,980

724,027

Swedish Match Co. AB

5,780

190,703

TOTAL SWEDEN

2,022,359

Switzerland - 2.7%

Roche Holding AG (participation certificate)

2,786

771,304

UBS AG

20,145

389,626

TOTAL SWITZERLAND

1,160,930

Taiwan - 0.8%

Chipbond Technology Corp.

75,000

151,350

Far EasTone Telecommunications Co. Ltd.

80,000

183,455

TOTAL TAIWAN

334,805

United Kingdom - 11.2%

British American Tobacco PLC (United Kingdom)

15,900

877,239

Dunelm Group PLC

13,000

184,471

Ensco PLC Class A

4,573

263,633

Common Stocks - continued

Shares

Value

United Kingdom - continued

GlaxoSmithKline PLC

19,400

$ 511,430

Hilton Food Group PLC

67,100

460,477

Imperial Tobacco Group PLC

6,288

234,814

Reckitt Benckiser Group PLC

4,552

353,840

Royal Dutch Shell PLC Class A (United Kingdom)

8,983

299,177

Royal Mail PLC

2,900

26,039

The Restaurant Group PLC

44,278

408,933

Vodafone Group PLC

205,520

752,771

WH Smith PLC

25,252

364,806

TOTAL UNITED KINGDOM

4,737,630

United States of America - 37.5%

AbbVie, Inc.

6,420

311,049

American Tower Corp.

5,400

428,490

Amgen, Inc.

4,500

522,000

Apple, Inc.

1,750

914,111

Applied Industrial Technologies, Inc.

5,845

276,527

Cedar Fair LP (depositary unit)

7,700

353,045

Chevron Corp.

5,735

687,971

Comcast Corp. Class A

14,550

692,289

Community Trust Bancorp, Inc.

7,180

305,796

ConocoPhillips Co.

5,200

381,160

CVB Financial Corp.

21,580

313,773

Dr. Pepper Snapple Group, Inc.

10,261

485,858

Dun & Bradstreet Corp.

1,950

212,141

Eli Lilly & Co.

4,510

224,688

General Electric Co.

29,290

765,641

H&R Block, Inc.

6,510

185,144

Hubbell, Inc. Class B

5,102

548,669

IBM Corp.

2,375

425,624

ITC Holdings Corp.

4,587

461,406

Johnson & Johnson

5,927

548,899

JPMorgan Chase & Co.

9,180

473,137

L Brands, Inc.

3,750

234,788

Lakeland Financial Corp.

2,900

103,211

Liberty Media Corp. Interactive Series A (a)

14,240

383,910

Lorillard, Inc.

4,800

244,848

MasterCard, Inc. Class A

380

272,498

Microsoft Corp.

16,980

600,243

National Penn Bancshares, Inc.

27,870

289,012

ONEOK, Inc.

2,210

124,865

Psychemedics Corp.

11,020

154,170

Common Stocks - continued

Shares

Value

United States of America - continued

Sempra Energy

3,220

$ 293,471

Tesoro Logistics LP

1,990

106,863

The Williams Companies, Inc.

8,470

302,464

TransDigm Group, Inc.

1,280

186,125

U.S. Bancorp

15,880

593,277

United Technologies Corp.

6,150

653,438

VF Corp.

2,640

567,600

Visa, Inc. Class A

1,160

228,137

Wells Fargo & Co.

18,337

782,807

Western Gas Partners LP

3,470

208,582

TOTAL UNITED STATES OF AMERICA

15,847,727

TOTAL COMMON STOCKS

(Cost $33,777,062)


40,066,891

Nonconvertible Preferred Stocks - 1.5%

 

 

 

 

Brazil - 0.3%

Alpargatas Sa (PN)

21,900

151,527

Germany - 1.2%

Volkswagen AG

1,940

493,091

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $519,814)


644,618

Money Market Funds - 3.5%

 

 

 

 

Fidelity Cash Central Fund, 0.09% (b)
(Cost $1,468,005)

1,468,005


1,468,005

TOTAL INVESTMENT PORTFOLIO - 99.8%

(Cost $35,764,881)

42,179,514

NET OTHER ASSETS (LIABILITIES) - 0.2%

91,686

NET ASSETS - 100%

$ 42,271,200

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.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 2,266

Fidelity Securities Lending Cash Central Fund

8,819

Total

$ 11,085

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

$ 5,435,346

$ 5,219,804

$ 215,542

$ -

Consumer Staples

5,951,725

3,790,211

2,161,514

-

Energy

2,475,159

2,175,982

299,177

-

Financials

8,381,948

7,020,018

1,361,930

-

Health Care

4,415,867

3,071,401

1,344,466

-

Industrials

6,169,510

4,965,713

1,203,797

-

Information Technology

3,606,421

3,606,421

-

-

Materials

272,484

272,484

-

-

Telecommunication Services

2,877,727

1,600,558

1,277,169

-

Utilities

1,125,322

1,125,322

-

-

Money Market Funds

1,468,005

1,468,005

-

-

Total Investments in Securities:

$ 42,179,514

$ 34,315,919

$ 7,863,595

$ -

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

$ 817,282

Level 2 to Level 1

$ 0

See accompanying notes which are an integral part of the financial statements.

Annual Report


Financial Statements

Statement of Assets and Liabilities

  

October 31, 2013

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $34,296,876)

$ 40,711,509

 

Fidelity Central Funds (cost $1,468,005)

1,468,005

 

Total Investments (cost $35,764,881)

 

$ 42,179,514

Receivable for investments sold

426,939

Receivable for fund shares sold

99,290

Dividends receivable

72,900

Distributions receivable from Fidelity Central Funds

76

Prepaid expenses

161

Other receivables

575

Total assets

42,779,455

 

 

 

Liabilities

Payable for investments purchased

$ 399,497

Payable for fund shares redeemed

31,680

Accrued management fee

25,824

Audit fees payable

41,149

Other affiliated payables

8,388

Other payables and accrued expenses

1,717

Total liabilities

508,255

 

 

 

Net Assets

$ 42,271,200

Net Assets consist of:

 

Paid in capital

$ 34,954,557

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

901,435

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

6,415,208

Net Assets, for 3,465,742 shares outstanding

$ 42,271,200

Net Asset Value, offering price and redemption price per share ($42,271,200 ÷ 3,465,742 shares)

$ 12.20

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

 

$ 1,132,730

Income from Fidelity Central Funds

 

11,085

Income before foreign taxes withheld

 

1,143,815

Less foreign taxes withheld

 

(57,794)

Total income

 

1,086,021

 

 

 

Expenses

Management fee

$ 243,403

Transfer agent fees

71,534

Accounting and security lending fees

17,949

Custodian fees and expenses

12,820

Independent trustees' compensation

189

Registration fees

33,680

Audit

62,680

Legal

69

Miscellaneous

162

Total expenses before reductions

442,486

Expense reductions

(30,183)

412,303

Net investment income (loss)

673,718

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

1,092,633

Foreign currency transactions

(11,167)

Total net realized gain (loss)

 

1,081,466

Change in net unrealized appreciation (depreciation) on:

Investment securities

5,340,687

Assets and liabilities in foreign currencies

1,224

Total change in net unrealized appreciation (depreciation)

 

5,341,911

Net gain (loss)

6,423,377

Net increase (decrease) in net assets resulting from operations

$ 7,097,095

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

  

Year ended
October 31,
2013

For the period
May 2, 2012
(commencement of
operations) to
October 31, 2012

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 673,718

$ 133,764

Net realized gain (loss)

1,081,466

16,921

Change in net unrealized appreciation (depreciation)

5,341,911

1,073,297

Net increase (decrease) in net assets resulting
from operations

7,097,095

1,223,982

Distributions to shareholders from net investment income

(655,660)

(140,159)

Distributions to shareholders from net realized gain

(75,040)

-

Total distributions

(730,700)

(140,159)

Share transactions
Proceeds from sales of shares

22,544,863

27,834,579

Reinvestment of distributions

683,107

131,259

Cost of shares redeemed

(14,167,602)

(2,214,390)

Net increase (decrease) in net assets resulting from share transactions

9,060,368

25,751,448

Redemption fees

6,232

2,934

Total increase (decrease) in net assets

15,432,995

26,838,205

 

 

 

Net Assets

Beginning of period

26,838,205

-

End of period (including undistributed net investment income of $0 and distributions in excess of net investment income of $9, respectively)

$ 42,271,200

$ 26,838,205

Other Information

Shares

Sold

2,028,428

2,850,222

Issued in reinvestment of distributions

62,848

12,874

Redeemed

(1,267,633)

(220,997)

Net increase (decrease)

823,643

2,642,099

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights

Years ended October 31,

2013

2012 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 10.16

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .22

  .08

Net realized and unrealized gain (loss)

  2.06

  .15

Total from investment operations

  2.28

  .23

Distributions from net investment income

  (.21)

  (.07)

Distributions from net realized gain

  (.03)

  -

Total distributions

  (.24)

  (.07)

Redemption fees added to paid in capital D, I

  -

  -

Net asset value, end of period

$ 12.20

$ 10.16

Total Return B, C

  22.73%

  2.25%

Ratios to Average Net Assets E, H

 

 

Expenses before reductions

  1.28%

  2.18% A

Expenses net of fee waivers, if any

  1.20%

  1.20% A

Expenses net of all reductions

  1.19%

  1.17% A

Net investment income (loss)

  1.94%

  1.62% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 42,271

$ 26,838

Portfolio turnover rate F

  66%

  33% J

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period May 2, 2012 (commencement of operations) to October 31, 2012.

H Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

I Amount represents less than $.01 per share.

J Amount not annualized.

See accompanying notes which are an integral part of the financial statements.

Annual Report


Notes to Financial Statements

For the period ended October 31, 2013

1. Organization.

Fidelity Global Equity Income Fund (the Fund) is a fund of Fidelity Investment Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Notes to Financial Statements - continued

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 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. 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. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Annual Report

3. Significant Accounting Policies - continued

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for 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 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, equity-debt classifications, passive foreign investment companies (PFIC), partnerships 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

$ 6,697,965

Gross unrealized depreciation

(371,230)

Net unrealized appreciation (depreciation) on securities and other investments

$ 6,326,735

 

 

Tax Cost

$ 35,852,779

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income

$ 522,545

Undistributed long-term capital gain

$ 466,788

Net unrealized appreciation (depreciation)

$ 6,327,310

The tax character of distributions paid was as follows:

 

October 31, 2013

October 31, 2012

Ordinary Income

$ 730,700

$ 140,159

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 $30,350,855 and $21,702,595, 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. For the reporting period, the total annual management fee rate was .70% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .21% of average net assets.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. 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 $290 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $39 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. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers, 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 $8,819. During the period, there were no securities loaned to FCM.

Annual Report

Notes to Financial Statements - continued

8. Expense Reductions.

FMR contractually agreed to reimburse the Fund to the extent annual operating expenses exceeded 1.20% of average net assets. This reimbursement will remain in place through December 31, 2014. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement. During the period this reimbursement reduced the Fund's expenses by $25,594.

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 $4,580 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 expense by $9.

9. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Investment Trust and Shareholders of Fidelity Global Equity Income Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Global Equity Income Fund (the Fund), a fund of Fidelity Investment Trust, including the schedule of investments, as of October 31, 2013, and the related statement of operations for the year then ended, and the statement of changes in net assets and the financial highlights for the year ended October 31, 2013 and for the period from May 2, 2012 (commencement of operations) to October 31, 2012. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our 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 Global Equity Income Fund as of October 31, 2013, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for the year ended October 31, 2013 and for the period from May 2, 2012 (commencement of operations) to October 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 12, 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.

Annual Report

Trustees and Officers - continued

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 1-800-544-8544.

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 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 Global Equity Income Fund voted to pay on December 09, 2013, to shareholders of record at the opening of business on December 06, 2013, a distribution of $0.282 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.023 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2013, $466,788, or, if subsequently determined to be different, the net capital gain of such year.

A total of 0.07% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

A percentage of the dividends distributed during the fiscal year for the fund qualifies for the dividends-received deduction for corporate shareholders:

 

Month

Percentage

 

12/07/2012

40%

 

12/27/2012

68%

 

04/05/2013

50%

 

07/05/2013

50%

 

10/04/2013

50%

A percentage of the dividends distributed during the fiscal year for the fund may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

 

Month

Percentage

 

12/07/2012

79%

 

12/27/2012

100%

 

04/05/2013

100%

 

07/05/2013

100%

 

10/04/2013

100%

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

 

Pay Date

Income

Taxes

 

12/10/2012

0.028

0.0027

 

12/28/2012

0.002

0.0000

 

04/08/2013

0.012

0.0015

 

07/08/2013

0.024

0.0029

 

10/07/2013

0.007

0.0009

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 Global Equity Income 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 part of the Fidelity family of funds.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, 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. As the fund recently commenced operations, the Board did not believe that it was appropriate to assign significant weight to its limited investment performance.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Management Fee. The Board considered two proprietary management fee comparisons for the period of the fund's operations 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 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, is also included in the chart and considered by the Board.

Fidelity Global Equity Income Fund

ged2326711

Annual Report

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for the period.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of the 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 part of its review, the Board also considered the current 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.

The Board noted that the fund's total expense ratio ranked below its competitive median for the period.

The Board further considered that FMR contractually agreed to reimburse the fund to the extent that total expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of average net assets, exceed 1.20% through December 31, 2013.

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 fund's total expense ratio 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.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of 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.

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

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
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

FIL Investment Advisors (FIA)

FIL Investment Advisors (UK) Limited
(FIA(UK))

FIL Investments (Japan) Limited (FIJ)

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) ged2326713
1-800-544-5555

ged2326713
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

GED-UANN-1213
1.938161.101

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 Emerging Europe, Middle East, Africa (EMEA) Fund, Fidelity Global Equity Income Fund, Fidelity International Small Cap Fund, Fidelity International Small Cap Opportunities Fund, Fidelity International Value Fund, Fidelity Series Emerging Markets Fund, Fidelity Series International Small Cap Fund, Fidelity Series International Value Fund, and Fidelity Total International Equity Fund (the "Funds"):

Services Billed by Deloitte Entities

October 31, 2013 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

$50,000

$-

$6,000

$500

Fidelity Global Equity Income Fund

$46,000

$-

$5,900

$500

Fidelity International Small Cap Fund

$125,000

$-

$6,900

$600

Fidelity International Small Cap Opportunities Fund

$51,000

$-

$5,800

$600

Fidelity International Value Fund

$49,000

$-

$5,800

$500

Fidelity Series Emerging Markets Fund

$42,000

$-

$6,900

$1,600

Fidelity Series International Small Cap Fund

$45,000

$-

$5,800

$900

Fidelity Series International Value Fund

$45,000

$-

$5,800

$2,300

Fidelity Total International Equity Fund

$58,000

$-

$6,700

$600

October 31, 2012 FeesA, B

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Emerging Europe, Middle East, Africa (EMEA) Fund

$50,000

$-

$5,900

$400

Fidelity Global Equity Income Fund

$34,000

$-

$5,700

$200

Fidelity International Small Cap Fund

$119,000

$-

$6,800

$500

Fidelity International Small Cap Opportunities Fund

$49,000

$-

$5,700

$400

Fidelity International Value Fund

$47,000

$-

$5,700

$400

Fidelity Series Emerging Markets Fund

$39,000

$-

$6,800

$1,000

Fidelity Series International Small Cap Fund

$43,000

$-

$5,700

$600

Fidelity Series International Value Fund

$43,000

$-

$5,700

$1,400

Fidelity Total International Equity Fund

$59,000

$-

$6,600

$400

A Amounts may reflect rounding.

B Fidelity Global Equity Income Fund commenced operations on May 2, 2012.

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Fidelity Emerging Markets Discovery Fund, Fidelity Global Commodity Stock Fund, Fidelity International Discovery Fund, Fidelity International Growth Fund, Fidelity Series International Growth Fund, and Fidelity Total Emerging Markets Fund (the "Funds"):

Services Billed by PwC

October 31, 2013 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Emerging Markets Discovery Fund

$53,000

$-

$5,200

$1,500

Fidelity Global Commodity Stock Fund

$42,000

$-

$2,700

$1,700

Fidelity International Discovery Fund

$83,000

$-

$11,000

$5,000

Fidelity International Growth Fund

$59,000

$-

$5,200

$1,600

Fidelity Series International Growth Fund

$56,000

$-

$5,900

$5,100

Fidelity Total Emerging Markets Fund

$60,000

$-

$4,400

$1,500

October 31, 2012 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Emerging Markets Discovery Fund

$40,000

$-

$5,100

$1,400

Fidelity Global Commodity Stock Fund

$41,000

$-

$2,900

$1,800

Fidelity International Discovery Fund

$78,000

$-

$9,600

$4,900

Fidelity International Growth Fund

$54,000

$-

$5,100

$1,600

Fidelity Series International Growth Fund

$54,000

$-

$5,100

$4,900

Fidelity Total Emerging Markets Fund

$46,000

$-

$4,300

$1,400

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, B

Audit-Related Fees

$1,010,000

$720,000

Tax Fees

$-

$-

All Other Fees

$800,000

$1,305,000

A Amounts may reflect rounding.

B May include amounts billed prior to the Fidelity Global Equity Income Fund's commencement of operations.

Services Billed by PwC

 

October 31, 2013A

October 31, 2012A, B

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,B

October 31, 2012 A,B

PwC

$6,345,000

$4,220,000

Deloitte Entities

$1,985,000

$2,125,000

A Amounts may reflect rounding.

B May include amounts billed prior to the Fidelity Global Equity Income Fund's commencement of operations.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audits of the Funds, taking into account representations from PwC and Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding their independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Investment Trust

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

December 26, 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