Fidelity International Value Fund ClassTicker Fidelity International Form

FidelityR International Value Fund Class/Ticker In this prospectus the term shares as it relates to the fund means the class of shares offered through this prospectus. Prospectus December 30 2013 Like securities of all mutual funds these securities have not been approved or disapproved by the Securities and Ex change Commission and the Securities and Exchange Commission has not de termined if this prospectus is accurate or complete. Any representation to the con trary is a criminal offense. 245 Summer Street Boston MA 02210 Contents Fund Summary Fund Basics Investment Details 10 Valuing Shares Shareholder Information 12 Additional Information about the Purchase and Sale of Shares 18 Exchanging Shares 19 Features and Policies 21 Dividends and Capital Gain Distributions 22 Tax Consequences Fund Services 23 Fund Management 25 Fund Distribution Appendix 27 Financial Highlights Fund/Class Investment Objective Fee Table The fund seeks capital appreciation* The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund. Shareholder fees fees paid directly from your investment Redemption fee on shares held less than 30 days as a of amount redeemed Annual operating expenses expenses that you pay each year as a of the value of your investment Management fee fluctuates based on the fund s performance relative to a securities market index None Other expenses Total annual operating expenses This example helps compare the cost of investing in the fund with the cost of effect of fees and expenses but is not meant to suggest actual or expected fees and expenses or returns all of which may vary. For every 10 000 you invested here s how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated Let s say hypothetically that the annual return for shares of the fund is 5 and that your shareholder fees and the an the fund are exactly as described in the fee table. This example illustrates the 1 year 3 years result in higher taxes when fund shares are held in a taxable account. These costs which are not reflected in annual operating expenses or in the example affect the fund s performance. During the most recent fiscal year the fund s Portfolio Turnover The fund pays transaction costs such as commissions when it buys and sells securities or turns over its portfolio. A higher portfolio turnover rate may in dicate higher transaction costs and may S Foreign Exposure. Foreign markets particularly emerging markets can be more volatile than the U*S* market due to increased risks of adverse issuer po litical regulatory market or economic developments and can perform differ ently from the U*S* market. Emerging markets can be subject to greater social economic regulatory and political un certainties and can be extremely vola tile. Foreign exchange rates also can be extremely volatile. average value of its portfolio. Principal Investment Strategies S Normally investing primarily in non U*S* securities including securities of issuers located in emerging markets. Mon stocks. S Investing in securities of companies that Fidelity Management Research Company FMR believes are underval ued in the marketplace in relation to factors such as assets sales earnings growth potential or cash flow or in rela tion to securities of other companies in the same industry stocks of these com panies are often called value stocks. S Issuer Specific Changes. The value of an individual security or particular type of security can be more volatile than and can perform differently from the market as a whole. S Value Investing. Value stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the mar ket for long periods of time. S Allocating investments across differ ent countries and regions. S Using fundamental analysis of factors such as each issuer s financial condition and industry position as well as market and economic conditions to select investments. An investment in the fund is not a de posit of a bank and is not insured or guaranteed by the Federal Deposit In surance Corporation or any other gov ernment agency. You could lose money Risks Performance The following information is intended to help you understand the risks of invest ing in the fund. The information illus trates the changes in the performance of the fund s shares from year to year and compares the performance of the fund s shares to the performance of a securities market index over various periods of time. The index description appears in the Additional Index Information section S Stock Market Volatility. Stock mar kets are volatile and can decline signif icantly in response to adverse issuer developments. Different parts of the market including different market sec tors and different types of securities can react differently to these developments. Visit www. fidelity. com for updated re turn information* of the prospectus. Past performance before and after taxes is not an indica tion of future performance. Year by Year Returns Calendar Years 9. 50 -46. 72 36. 11 5. 19 -16. 66 19. 91 Percentage During the periods shown in the chart Highest Quarter Return Lowest Quarter Return Year to Date Return Returns Quarter ended 29. 35 -23. 56 14. 27 June 30 2009 September 30 2011 hold your shares in a retirement account or in another tax deferred arrangement. Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund shares. Average Annual Returns After tax returns are calculated using the historical highest individual federal mar ginal income tax rates but do not reflect the impact of state or local taxes. Actual your individual circumstances. The after tax returns shown are not relevant if you For the periods ended Past 1 Past 5 Life of classA Return Before Taxes 19. 91 -5. 28 -0. 99 19. 21 -5. 64 -1. 46 13. 66 -4. 42 -0. 83 17. 89 -4. 17 -0. 02 MSCIR EAFER Value Index reflects no deduction for fees or expenses A From May 18 2006. Investment Adviser The price to sell one share is its NAV mi nus the short term redemption fee if ap plicable. Shares will be sold at the NAV next calculated after an order is received in proper form minus the short term re demption fee if applicable. FMR the Adviser is the fund s manag er. FMR Co. Inc* FMRC and other in vestment advisers serve as sub advisers for the fund. The fund is open for business each day the New York Stock Exchange NYSE is open* Portfolio Manager s Alexander Zavratsky portfolio manag er has managed the fund since Sep tember 2011. Initial Purchase Minimum For Fidelity Simplified Employee Pension IRA and Keogh accounts and Non Fidelity Prototype Retirement accounts You may buy or sell shares through a Fidelity brokerage or mutual fund ac count through a retirement account or through an investment professional* You may buy or sell shares in various ways The fund may waive or lower purchase minimums in other circumstances. Internet www. fidelity. com Tax Information Phone Fidelity Automated Service Telephone FASTR are subject to federal income tax and generally will be taxed as ordinary in come or capital gains and may also be subject to state or local taxes unless you are investing through a tax advantaged retirement account in which case you may be taxed later upon withdrawal of your investment from such account. 1 800 544 5555 To reach a Fidelity representative 1 800 544 6666 Mail Additional purchases Redemptions Fidelity Investments P. O. Box 770001 Cincinnati OH 45277 0003 TDD - Service for the Deaf and Hearing Impaired Payments to Broker Dealers and Other Financial Intermediaries 1 800 544 0118 The price to buy one share is its net as set value per share NAV. Shares will be bought at the NAV next calculated after your investment is received in proper form* Through regular investment plans in Fidelity Traditional IRAs Roth IRAs and Rollover IRAs requires monthly purchases of 200 until fund balance is 2 500 Shares The fund the Adviser Fidelity Distribu tors Corporation FDC and/or their affiliates may pay intermediaries which may include banks broker dealers re tirement plan sponsors administrators or service providers who may be affili ated with the Adviser or FDC for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermedi ary and your investment professional to recommend the fund over another in vestment. Ask your investment profes sional or visit your intermediary s web site for more information* for reasons that are considered non recurring or short term* The Adviser normally allocates the fund s investments across different countries and regions. Seeks capital appreciation* In buying and selling securities for the fund the Adviser relies on fundamental analysis which involves a bottom up as sessment of a company s potential for success in light of factors including its financial condition earnings outlook strategy management industry position assets primarily in non U*S* securities including securities of issuers located in emerging markets. The Adviser normal ly invests the fund s assets primarily in The Adviser invests in securities of com panies that it believes are undervalued in the marketplace in relation to factors such as the company s assets sales earn ings growth potential or cash flow or in relation to securities of other companies ers traditional and other measures of value such as price/book P/B ratio price/sales P/S ratio price/earnings P/E ratio earnings relative to enter prise value the total value of a compa ny s outstanding equity and debt and the discounted value of a company s pro jected future free cash flows. The types of companies in which the fund may in vest include companies experiencing positive fundamental change such as a new management team or product launch a significant cost cutting ini tiative a merger or acquisition or a reduction in industry capacity that should lead to improved pricing com panies whose earnings potential has increased or is expected to increase more than generally perceived and companies that have enjoyed recent market popularity but which appear to have temporarily fallen out of favor In addition to the principal investment strategies discussed above the Adviser may lend the fund s securities to broker dealers or other institutions to earn in The Adviser may also use various tech niques such as buying and selling fu tures contracts and exchange traded funds to increase or decrease the fund s exposure to changing security prices or other factors that affect security values. If the Adviser s strategies do not work as intended the fund may not achieve its objective. Description of Principal Security Types Equity securities represent an owner ship interest or the right to acquire an ownership interest in an issuer. Differ ent types of equity securities provide different voting and dividend rights and priority in the event of the bankruptcy of the issuer. Equity securities include common stocks preferred stocks con vertible securities and warrants. whole. Terrorism and related geo political risks have led and may in the future lead to increased short term market volatility and may have adverse long term effects on world economies and markets generally. Many factors affect the fund s perfor mance. The fund s share price changes daily based on changes in market condi tions and interest rates and in response to other economic political or financial these developments will be affected by the types of securities in which the fund invests the financial condition industry and economic sector and geographic location of an issuer and the fund s lev el of investment in the securities of that issuer. When you sell your shares they may be worth more or less than what you paid for them which means that you could lose money by investing in foreign currencies and securities issued by U*S* entities with substantial foreign operations can involve additional risks relating to political economic or regu latory conditions in foreign countries. These risks include fluctuations in for eign exchange rates withholding or oth er taxes trading settlement custodial and other operational risks and the less stringent investor protection and disclo sure standards of some foreign markets. All of these factors can make foreign in vestments especially those in emerging markets more volatile and potentially less liquid than U*S* investments. In addition foreign markets can perform differently from the U*S* market. to issuer political market and economic foreign markets can be dramatic over the short as well as long term and differ ent parts of the market including differ ent market sectors and different types of ferently from those in another large cap stocks can react differently from small cap stocks and growth stocks can react political or economic developments can affect a single issuer issuers within an industry or economic sector or geo graphic region or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a Investing in emerging markets can in volve risks in addition to and greater than those generally associated with investing in more developed foreign markets. The extent of economic devel opment political stability market depth infrastructure and capitalization and regulatory oversight can be less than in more developed markets. Emerging mar ket economies can be subject to greater social economic regulatory and political uncertainties. All of these factors can make emerging market securities more volatile and potentially less liquid than securities issued in more developed markets. Fund Basics continued Fundamental Investment Policies subject to change only by shareholder approval Global economies and financial markets are becoming increasingly interconnect ed which increases the possibilities that conditions in one country or region might adversely impact issuers or pro viders in or foreign exchange rates with a different country or region* the financial condition of an issuer or counterparty changes in specific eco nomic or political conditions that affect a particular type of security or issuer and changes in general economic or political conditions can increase the risk of default by an issuer or counter party which can affect a security s or instrument s value. The value of securi ties of smaller less well known issuers can be more volatile than that of larger issuers. The NYSE is open* NAV is the value of a single share. Fidelity normally calculates NAV as of the close of business of the NYSE normally 4 00 p*m* Eastern time. The fund s assets normally are valued as of this time for the purpose of computing NAV. Fidelity calculates NAV separately for each class of shares of a multiple class fund. Ket and economic developments than stocks. Value stocks tend to be inex pensive relative to their earnings or as sets compared to other types of stocks. However value stocks can continue to be inexpensive for long periods of time and may not ever realize their full value. NAV is not calculated and the fund will not process purchase and redemption requests submitted on days when the fund is not open for business. The time at which shares are priced and until which purchase and redemption orders are accepted may be changed as permit ted by the Securities and Exchange Commission SEC. In response to market economic po litical or other conditions a fund may temporarily use a different investment strategy for defensive purposes. If the fund does so different factors could af fect its performance and the fund may not achieve its investment objective. To the extent that the fund s assets are traded in other markets on days when the fund is not open for business the value of the fund s assets may be affect ed on those days. In addition trading in some of the fund s assets may not oc cur on days when the fund is open for business. NAV is calculated using the values of other open end funds if any in which arbitrage opportunities when events af fecting portfolio security values occur after the close of the overseas markets but prior to the close of the U*S* market. Fair valuation of a fund s portfolio se curities can serve to reduce arbitrage opportunities available to short term traders but there is no assurance that fair value pricing policies will prevent dilution of NAV by short term traders. The fund invests referred to as under lying funds. Shares of underlying funds are valued at their respective NAVs. Oth er assets as well as assets held by an underlying Fidelity non money market fund are valued primarily on the basis of market quotations official closing prices or information furnished by a pricing service. Certain short term secu rities are valued on the basis of amor tized cost. If market quotations official closing prices or information furnished by a pricing service are not readily avail able or in the Adviser s opinion are deemed unreliable for a security then that security will be fair valued in good faith by the Adviser in accordance with applicable fair value pricing policies. For example if in the Adviser s opinion a security s value has been materially affected by events occurring before a fund s pricing time but after the close of the exchange or market on which the security is principally traded then that security will be fair valued in good faith by the Adviser in accordance with appli cable fair value pricing policies. Fair val ue pricing will be used for high yield debt securities when available pricing information is determined to be stale or for other reasons not to accurately reflect fair value. Assets held by an un valued on the basis of amortized cost. Policies regarding excessive trading may not be effective to prevent short term NAV arbitrage trading particular ly in regard to omnibus accounts. Tive judgments and it is possible that the fair value of a security may differ materially from the value that would be realized if the security were sold. Trading in a portfolio security or securi ties is halted and does not resume be fore a fund calculates its NAV. These short term traders to dilute the NAV of long term investors. Securities trading in overseas markets present time zone about the Purchase and Sale of Shares Investor Center call 1 800 544 9797 for the center nearest you. You may also buy or sell shares through or an account funded through salary de duction or an investment professional* Retirement specialists are available at 1 800 544 4774 to answer your questions about Fidelity retirement products. If ment account or an investment pro fessional the procedures for buying selling and exchanging shares and the account features policies and fees may differ from those discussed in this pro spectus. Fees in addition to those dis cussed in this prospectus may apply. For example you may be charged a transac tion fee if you buy or sell shares through a non Fidelity broker or other invest ment professional* shares generally refers to the shares offered through this prospectus. General Information 1946 to manage one of America s first mutual funds. Today Fidelity is one of the world s largest providers of financial services. The company operates one of America s leading brokerage firms Fidelity Bro kerage Services LLC. Fidelity is also a leader in providing tax advantaged re on their own or through their employer. Subject to the purchase and sale re quirements stated in this prospectus you brokerage account or a Fidelity mutual fund account. If you buy or sell shares other than by exchange through a actions generally involve your Fidelity brokerage core a settlement vehicle in cluded as part of your Fidelity brokerage You should include the following information with any order S Your name S Your account number S Type of transaction requested S Name s of fund s and class es S Dollar amount or number of shares Certain methods of contacting Fidelity may be unavailable or delayed for ex ample during periods of unusual market activity. In addition the level and type of service available may be restricted* If you do not currently have a Fidelity fund account and would like to invest in a fund you may need to complete an application* For more information Fidelity mutual fund account please vis it Fidelity s web site at www. Fidelity. com call 1 800 FIDELITY or visit a Fidelity Frequent Purchases and The fund may reject for any reason or cancel as permitted or required by law any purchase or exchange including purchases across all Fidelity funds. Any roundtrip within 12 months of the expi ration of a multi fund block will initiate another multi fund block. Repeat offend ers may be subject to long term or per manent blocks on purchase or exchange purchase transactions in any account un der the shareholder s control at any time. Limitations the fund may in its discretion restrict reject or cancel any purchases or exchanges that in the Adviser s opin ion may be disruptive to the manage ment of the fund or otherwise not be in the fund s interests. Transactions deemed to represent exces sive trading at any time. Excessive trading of fund shares can harm shareholders in various ways in cluding reducing the returns to long the fund such as brokerage commis sions or spreads paid to dealers who sell money market instruments disrupting diluting the value of the shares in cases in which fluctuations in markets are not fully priced into the fund s NAV. The fund reserves the right at any time to restrict purchases or exchanges or impose conditions that are more restric tive on excessive trading than those stated in this prospectus. Exceptions from the fund s excessive trading poli cy described above i transactions of 1 000 or less ii systematic with drawal and/or contribution programs iii mandatory retirement distribu tions and iv transactions initiated by a plan sponsor or sponsors of certain employee benefit plans or other related accounts. In addition the fund s exces sive trading policy does not apply to transactions initiated by the trustee or adviser to a donor advised charitable gift fund qualified fund of fund s or other strategy funds. A qualified fund of fund s is a mutual fund qualified tuition program or other strategy fund consisting of qualified plan assets that either applies the fund s excessive trad ing policies to shareholders at the fund of fund s level or demonstrates that the fund of fund s has an investment strategy coupled with policies designed to control frequent trading that are rea sonably likely to be effective as deter mined by the fund s Treasurer. The Board of Trustees has adopted poli cies designed to discourage excessive trading of fund shares. Excessive trading activity in a fund is measured by the number of roundtrip transactions in a shareholder s account and each class of a multiple class fund is treated separately. A roundtrip transaction occurs when a shareholder sells fund shares including exchanges within 30 days of the pur chase date. Shareholders with two or more roundtrip rolling 90 day period will be blocked from making additional purchases or exchange purchases of the fund for 85 days. Shareholders with four or more funds within any rolling 12 month peri od will be blocked for at least 85 days from additional purchases or exchange with sufficient frequency to detect or deter excessive trading in omnibus ac counts effectively. Omnibus Accounts held in the name of an intermediary on behalf of multiple investors are a common form of holding shares among diaries such as brokers advisers and third party administrators. Individual trades in omnibus accounts are often not disclosed to the fund making it difficult to determine whether a particular share holder is engaging in excessive trading. Likely to go undetected by the fund and may increase costs to the fund and dis rupt its portfolio management. If you purchase or sell fund shares through a financial intermediary you may wish to contact the intermediary to determine the policies applicable to your Retirement Plans For employer sponsored retirement plans only participant directed ex changes count toward the roundtrip lim its. Employer sponsored retirement plan participants whose activity triggers a purchase or exchange block will be per mitted one trade every calendar quarter. In the event of a block employer and participant contributions and loan repay ments by the participant may still be in vested in the fund. Under policies adopted by the Board of Trustees intermediaries will be per mitted to apply the fund s excessive trad ing policy described above or their own excessive trading policy if approved will typically not request or receive indi vidual account data but will rely on the intermediary to monitor trading activity in good faith in accordance with its or the fund s policies. Reliance on interme diaries increases the risk that excessive trading may go undetected* For other in monitor trading activity at the omnibus account level to attempt to identify dis ruptive trades. The fund may request daily from any intermediary at any time and may apply the fund s policy to trans actions that exceed thresholds estab lished by the Board of Trustees. The fund may prohibit purchases of fund shares by intermediary s clients. There is no assur ance that the Adviser will request data Qualified Wrap Programs The fund will monitor aggregate trad ing activity of adviser transactions to at tempt to identify excessive trading in qualified wrap programs as defined be low. Excessive trading by an adviser will lead to fund blocks and the wrap pro gram will lose its qualified status. Trans actions of an adviser will not be matched with client directed transactions un less the wrap program ceases to be a directed transactions will be subject to the fund s excessive trading policy. Gram whose adviser certifies that it has or more in client assets invested in mu tual funds at the time of the certifica tion ii a program in which the adviser participating in the program in concert with changes in a model portfolio and iii managed by an adviser who agrees to give the Adviser sufficient information to permit the Adviser to identify the indi The fund has authorized certain inter mediaries to accept orders to buy shares on its behalf* When authorized interme diaries receive an order in proper form the order is considered as being placed with the fund and shares will be bought at the NAV next calculated after the or der is received by the authorized inter mediary. Orders by funds of funds for which Fidelity serves as investment manager will be treated as received by the fund at the same time that the cor responding orders are received in prop er form by the funds of funds. Other Information about the The fund s Treasurer is authorized to suspend the fund s policies during peri ods of severe market turbulence or na tional emergency. The fund reserves the right to modify its policies at any time without prior notice. There is no minimum balance or pur chase minimum for investments through Portfolio Advisory Services a mutual fund or a qualified tuition program for ager certain Fidelity retirement accounts funded through salary deduction or fund positions opened with the proceeds of counts or from a Fidelity systematic withdrawal service. In addition the fund may waive or lower purchase minimums in other circumstances. The fund does not knowingly accommo date frequent purchases and redemp tions of fund shares by investors except to the extent permitted by the policies imposes a short term redemption fee on redemptions from the fund which is discussed in Selling Shares. As de scribed in Valuing Shares the fund also uses fair value pricing to help re duce arbitrage opportunities available ance that the fund s excessive trading policy will be effective or will success fully detect or deter excessive or disrup tive trading. The fund may stop offering shares com pletely or may offer shares only on a limited basis for a period of time or permanently. If your payment is not received and col lected your purchase may be canceled and you could be liable for any losses or fees the fund or Fidelity has incurred* Buying Shares Shares are sold without a sales charge. Certain financial institutions that have entered into sales agreements with FDC may enter confirmed purchase orders on behalf of customers by phone with payment to follow no later than the time Shares will be bought at the NAV next calculated after your investment is re ceived in proper form* The fund also permits waivers of the short term redemption fee for the follow ing transactions when fund shares are priced on the fol lowing business day. If payment is not received by that time the order will be canceled and the financial institution could be held liable for resulting fees or losses. Small balance maintenance fees. to a divorce decree. Under applicable anti money laundering regulations and other federal regulations purchase orders may be suspended re stricted or canceled and the monies may be withheld. S Certain types of IRA account transac tions including redemptions pursuant to systematic withdrawal programs with drawals due to disability return of excess contribution amounts and redemptions related to payment of custodian fees. Selling Shares applicable. and 403 b retirement plan transactions including loans or hardship withdrawals minimum required distributions re demptions pursuant to systematic with drawal programs forfeiture of assets return of excess contribution amounts redemptions related to payment of plan fees and redemptions related to death disability or qualified domestic relations order. If you sell your shares after holding them less than 30 days a 1. 00 short term re demption fee may be deducted from the redemption amount. For this purpose shares held longest will be treated as be ing redeemed first and shares held short est as being redeemed last. The fees are paid to the fund not Fidelity and are de signed to help offset the brokerage com missions market impact and other costs associated with short term shareholder trading. Employer sponsored and 403 b retire ment plans recordkept by Fidelity in cluding redemptions in conjunction with plan sponsor events and redemp tions of shares purchased through plan sponsor events plan contributions or loan repayments. The short term redemption fee does not apply to i redemptions of shares ac quired by reinvesting dividends and dis tributions ii rollovers transfers and changes of account registration within the fund or transfers between classes of long as the money never leaves the fund and iii redemptions in kind* The application of short term redemp tion fees and waivers may vary among aries may not apply the waivers listed above. If you purchase or sell fund shares through an intermediary you should contact your intermediary for is received by the authorized intermedi ary minus the short term redemption fee if applicable. Orders by funds of funds for which Fidelity serves as in vestment manager will be treated as re ceived by the fund at the same time that the corresponding orders are received in proper form by the funds of funds. More information on whether the short term redemption fee will be applied to redemptions of your shares. Eliminate the short term redemption fee or waivers at any time. Investment advis ers or their affiliates may pay short term managed accounts. Unitized group ac counts consisting of qualified plan assets may be treated as a single account for redemption fee purposes. A signature guarantee is designed to protect you and Fidelity from fraud. If you hold your shares in a Fidelity mutu quest to Fidelity by mail Fidelity may require that your request be made in writing and include a signature guaran tee in certain circumstances such as Fidelity seeks to identify intermediar ies that hold fund shares in omnibus accounts and will refuse their purchase orders if they do not agree to track and remit short term redemption fees based on the transactions of underlying in vestors. There are no assurances that Fidelity will successfully identify all in will properly assess short term redemp tion fees. S When you wish to sell more than 100 000 worth of shares. S When the address on your account record address has changed within the last 15 days or you are requesting that a check be mailed to an address different than the record address. Culated after an order is received in demptions will be processed by the next business day but it may take up to seven days to pay the redemption proceeds if making immediate payment would ad versely affect the fund. S When you are requesting that redemp tion proceeds be paid to someone other than the account owner. S In certain situations when the re demption proceeds are being trans ferred to a Fidelity mutual fund account You should be able to obtain a signature guarantee from a bank broker includ ing Fidelity Investor Centers dealer credit union if authorized under state law securities exchange or associa tion clearing agency or savings associa tion* A notary public cannot provide a dering regulations and other federal regulations redemption requests may be suspended restricted canceled or processed and the proceeds may be When you place an order to sell shares note the following S If you are selling some but not all of your shares keep your fund balance above the required minimum to keep your fund position open except fund positions not subject to balance minimums. An exchange involves the redemption of all or a portion of the shares of one fund and the purchase of shares of another fund. S Redemption proceeds other than ex changes may be delayed until money from prior purchases sufficient to cover your redemption has been received and collected* As a shareholder you have the privilege of exchanging shares for shares of other Fidelity funds. Payment dates postponed when the NYSE is closed other than weekends or holidays when trading on the NYSE is restricted or as permitted by the SEC. However you should note the following policies and restrictions governing exchanges in cash if the Adviser determines it is in the best interests of the fund. S The exchange limit may be modified for accounts held by certain institution al retirement plans to conform to plan exchange limits and Department of La bor regulations. See your retirement plan materials for further information* S You will not receive interest on amounts represented by uncashed redemption checks. S The fund may refuse any exchange purchase for any reason* For example by any person or group if in the Adviser s judgment the fund would be unable to invest the money effectively in accor dance with its investment objective and policies or would otherwise potentially be adversely affected* S If you hold your shares in a Fidelity mutual fund account and your redemp tion check remains uncashed for more than one year the check may be invested in additional shares at the NAV next cal culated on the day of the investment. Ef fective January 18 2014 if you hold your shares in a Fidelity mutual fund account and your redemption check remains un cashed for six months the check may be invested in additional shares at the NAV next calculated on the day of the S Before exchanging into a fund read its prospectus including any purchase and sale requirements. S The fund you are exchanging into must be available for sale in your state. impose redemption fees of up to 2. 00 of the amount exchanged* Check each fund s prospectus for details. S Exchanges may have tax consequences for you. S If you are exchanging between ac counts that are not registered in the same name address and taxpayer iden tification number TIN there may be additional requirements. Features able to buy and sell shares of the fund or to move money to and from your ac count depending on whether you are investing through a Fidelity brokerage account or a Fidelity mutual fund ac count. Please visit Fidelity s web site at for more information* regulations exchange requests may The fund may terminate or modify ex change privileges in the future. Other funds may have different exchange restrictions and minimums and may Electronic Funds Transfer electronic money movement through the Automated Clearing House S To transfer money between a bank account and a Fidelity brokerage account or Fidelity mutual fund account. S You can use electronic funds transfer to - Make periodic automatic purchases of Fidelity fund shares or payments to your Fidelity brokerage account. Wire electronic money movement through the Federal Reserve wire system Automatic Transactions periodic automatic transactions S To directly deposit all or a portion of your compensation from your employer or the U*S* Government in the case of Social Security into a Fidelity brokerage account or Fidelity mutual fund account. S To make contributions from a Fidelity mutual fund account to a Fidelity mutual fund IRA. S To sell shares of a Fidelity money market fund and simultaneously to buy shares of another Fidelity fund in a You may initiate many transactions by telephone or electronically. Fidelity will not be responsible for any loss cost expense or other liability resulting from unauthorized transactions if it follows reasonable security procedures designed to verify the identity of the investor. Fidelity will request personalized secu rity codes or other information and may also record calls. For transactions con ducted through the Internet Fidelity browser with 128 bit encryption* You should verify the accuracy of your con firmation statements upon receipt and notify Fidelity immediately of any dis crepancies in your account activity. If you do not want the ability to sell and exchange by telephone call Fidelity for instructions. The following policies apply to you as a Statements that Fidelity sends to you include the following S Confirmation statements after trans actions affecting your fund balance except to the extent applicable rein vestment of distributions in the fund or through automatic investment or with S Monthly or quarterly account state ments detailing fund balances and all transactions completed during the prior month or quarter. Current regulations allow Fidelity to send a single copy of shareholder documents for Fidelity funds such as prospectuses annual and semiannual reports and proxy materials to certain mutual fund customers whom we believe are members of the same family who share the same address. We will not send multiple copies of these documents to you and members of your family who send only a single copy of these docu ments. This will continue for as long as you are a shareholder unless you notify us otherwise. If at any time you choose to receive individual copies of any docu ments please call 1 800 544 8544. We will begin sending individual copies to you within 30 days of receiving your call* You may also be asked to provide addi tional information in order for Fidelity to verify your identity in accordance with requirements under anti money laun stricted and/or closed and the monies withheld pending verification of this in formation or as otherwise required under these and other federal regulations. In addition the fund reserves the right to involuntarily redeem an account in the case of i actual or suspected threaten ing conduct or actual or suspected fraud ulent illegal or suspicious activity by the account owner or any other individual failure of the account owner to provide ing the accounts. Your shares will be sold at the net asset value minus if applica ble any short term redemption fee cal fund position* Electronic copies of most financial re ports and prospectuses are available Fidelity s electronic delivery program call Fidelity or visit Fidelity s web site Gain Distributions Fidelity may deduct a small balance maintenance fee of 12. 00 from a fund balance with a value of less than 2 000 in shares. It is expected that vember 1 but prior to December 31 of each calendar year. Fund positions opened after September 30 will not be subject to the fee for that calendar year. The fee which is payable to Fidelity is designed to offset in part the relatively higher costs of servicing smaller fund positions. This fee will not be deducted from fund positions opened after Janu ary 1 of that calendar year if those posi tions use certain regular investment plans. The fund earns dividends interest and other income from its investments and distributes this income less expenses also realizes capital gains from its in vestments and distributes these gains less any losses to shareholders as cap ital gain distributions. The fund normally pays dividends and capital gain distributions in December. When you open an account specify on your application how you want to re ceive your distributions. The following distribution options are available If your fund balance falls below 2 000 worth of shares 500 for fund balances in Fidelity Simplified Employee Pension IRA and Keogh accounts and Non Fidelity Prototype Retirement accounts for any reason including solely due to declines in NAV and you do not increase your balance Fidelity may sell all of your shares and send the proceeds to you af ter providing you with at least 30 days notice to reestablish the minimum bal ance. Your shares will be sold at the NAV if applicable on the day Fidelity closes tions are not subject to these balance re quirements and will not be closed for failure to maintain a minimum balance. 1. Reinvestment Option* Any divi dends and capital gain distributions will be automatically reinvested in addition al shares. If you do not indicate a choice this option* 2. Income Earned Option* Any capi cally reinvested in additional shares. Any dividends will be paid in cash. 3. Cash Option* Any dividends and in cash. 4. Directed DividendsR Option* Any dividends will be automatically invested in shares of another identically regis tered Fidelity fund. Any capital gain dis tributions will be automatically invested vested in additional shares of the fund or paid in cash. Fidelity may charge a fee for certain services such as providing historical account documents. Not all distribution options may be available for every account and cer tain restrictions may apply. If the dis tribution option you prefer is not listed on your account application or if you want to change your current distribu tion option visit Fidelity s web site at and distributions of short term capital gains are taxable to you as ordinary income while certain of the fund s dis tributions including distributions of long term capital gains are taxable to you generally as capital gains. A percentage of certain distributions of dividends may qualify for taxation at certain holding period requirements are met. If you elect to receive distributions paid in cash by check and the U*S* Postal Ser vice does not deliver your checks your the Reinvestment Option* You will not receive interest on amounts represented by uncashed distribution checks. If you buy shares when a fund has real ized but not yet distributed income or capital gains you will be buying a divi dend by paying the full price for the shares and then receiving a portion of the price back in the form of a taxable If your dividend check s remains un cashed for more than six months your check s may be invested in additional shares at the NAV next calculated on the day of the investment. Effective Jan uary 18 2014 if your dividend check s remains uncashed for six months your Any taxable distributions you receive from the fund will normally be taxable to you when you receive them regard less of your distribution option* Taxes on transactions. Your redemp in a capital gain or loss for federal tax purposes. A capital gain or loss on your difference between the cost of your you sell them* As with any investment your invest ment in the fund could have tax conse quences for you. If you are not investing through a tax advantaged retirement account you should consider these tax consequences. Taxes on distributions. Distributions you receive from the fund are subject to federal income tax and may also be For federal tax purposes certain of the fund s distributions including dividends may also provide investment advisory services for the fund. FMR U. K. is an affiliate of the Adviser. The fund is a mutual fund an invest ment that pools shareholders money and invests it toward a specified goal* S Fidelity Management Research Hong Kong Limited FMR H. K. at Floor 19 41 Connaught Road Central Hong Kong serves as a sub adviser for the fund. As of December 31 2012 FMR H. K. had approximately 7. 6 billion in discretionary assets under management. FMR H. K. may provide investment re search and advice on issuers based out side the United States and may also provide investment advisory services for the fund. FMR H. K. is an affiliate of the Adviser. The Adviser is the fund s manager. The address of the Adviser and its affiliates unless otherwise indicated below is setts 02210. As of December 31 2012 the Adviser had approximately 1. 0 billion in discre tionary assets under management and approximately 1. 67 trillion when com bined with all of its affiliates assets un der management. pan Inc* FMR Japan at Kamiyacho Prime Place 1 17 Toranomon 4 Chome Minato ku Tokyo Japan serves as a sub adviser for the fund. FMR Japan was organized in 2008 to provide invest ment research and advice on issuers based outside the United States. FMR Japan may provide investment research and advice on issuers based outside the United States and may also provide in FMR Japan is an affiliate of the Adviser. As the manager the Adviser has overall responsibility for directing the fund s in vestments and handling its business affairs. FMRC serves as a sub adviser for the fund. FMRC has day to day responsibility for choosing investments for the fund. FMRC is an affiliate of the Adviser. As of mately 684. 7 billion in discretionary assets under management. Viser with foreign investments S FIL Investment Advisors FIA at Pembroke Hall 42 Crow Lane Pembroke HM19 Bermuda serves as a sub adviser may provide investment research and advice on issuers based outside the U. K. Inc* FMR U. K. at 10 Paternos ter Square 4th Floor London EC4M 7LS United Kingdom serves as a sub adviser for the fund. As of December 31 2012 FMR U. K. had approximately 17. 7 billion in discretionary assets un ers based outside the United States and the time expressed and do not neces sarily represent the views of Fidelity or any other person in the Fidelity or ganization* Any such views are subject to change at any time based upon mar ket or other conditions and Fidelity dis claims any responsibility to update such views. These views may not be relied on as investment advice and because are based on numerous factors may not be relied on as an indication of trading intent on behalf of any Fidelity fund. Ited FIA UK at Oakhill House 130 Tonbridge Road Hildenborough TN11 9DZ United Kingdom serves as a 2013 FIA UK had approximately 6. 4 billion in discretionary assets under management. FIA UK may provide in vestment research and advice on issuers FIJ at Shiroyama Trust Tower 4 3 1 Toranomon Minato ku Tokyo 105 6019 Japan serves as a sub adviser cretionary assets under management. FIJ may provide investment research the Adviser. The management fee is calculated and paid to the Adviser ev ery month. The fee is determined by cal culating a basic fee and then applying a performance adjustment. The perfor mance adjustment either increases or decreases the management fee depend ing on how well the fund has performed relative to the MSCIR EAFER Value Index. Of the fund which he has managed since funds. Since joining Fidelity Investments in 1996 Mr. Zavratsky has worked as a research analyst portfolio assistant and Management fee Basic adjustment The basic fee is calculated by adding a group fee rate to an individual fund fee rate dividing by twelve and multiplying the result by the fund s average net as sets throughout the month. The statement of additional information SAI provides additional information about the compensation of any other accounts managed by and any fund shares held by the portfolio manager. The group fee rate is based on the aver age net assets of all the mutual funds advised by FMR* For this purpose the average net assets of any mutual funds previously advised by FMR that currently are advised by Fidelity SelectCo LLC are included* This rate cannot rise above 0. 52 and it drops as total assets under management increase. From time to time a manager analyst or other Fidelity employee may express views regarding a particular company security industry or market sector. The views expressed by any such person are the views of only that individual as of For October 2013 the group fee rate was 0. 25. The individual fund fee rate is 0. 45. pays FIJ for providing sub advisory The basis for the Board of Trustees ap proving the management contract and sub advisory agreements for the fund is available in the fund s annual report for the fiscal period ended October 31 2013. The basic fee for the fiscal year ended October 31 2013 was 0. 70 of the fund s average net assets. The performance adjustment rate is calculated monthly by comparing over formance to that of the MSCI EAFE Val filiates may agree to reimburse or waive certain fund expenses while retaining the ability to be repaid if expenses fall below the specified limit prior to the end of the fiscal year. For the purposes of calculating the per formance adjustment for the fund the based on the performance of the class of shares of the fund offered through this Reimbursement or waiver arrangements can decrease expenses and boost The Adviser has voluntarily agreed to re imburse fund shares to the extent that total operating expenses excluding in terest certain taxes certain securities lending costs brokerage commissions extraordinary expenses and acquired fund fees and expenses if any as a per centage of average net assets exceed the following rate. Voluntary arrangements may be discontinued at any time. cent 36 month period. The maximum annualized performance adjustment rate is 0. 20 of the fund s period. The performance adjustment rate is divided by twelve and multiplied by the fund s average net assets over the performance period and the resulting dollar amount is then added to or sub tracted from the basic fee. The total management fee for the fiscal year ended October 31 2013 was 0. 65 the fund s management fee rate may fluctuate the fund s management fee may be higher or lower in the future. Rate The fund is composed of multiple classes of shares. All classes of the fund have a common investment objective and in vestment portfolio. The Adviser pays FMRC FMR U. K. FMR H. K. and FMR Japan for providing sub advisory services. The Adviser pays FIA for providing sub advisory services and FIA in turn pays FIA UK. FIA in turn FDC distributes the fund s shares. Adviser FDC and/or their affiliates any such programs contact Fidelity or visit our web site at www. Fidelity. com* compensation for providing recordkeep ing and administrative services as well as other retirement plan expenses and result in the sale of fund shares. These payments are described in more detail in this section and in the SAI. No dealer sales representative or any other person has been authorized to give any information or to make any repre sentations other than those contained in connection with the offer contained in must not be relied upon as having been authorized by the fund or FDC. This pro spectus and the related SAI do not con stitute an offer by the fund or by FDC to sell shares of the fund to or to buy shares of the fund from any person to whom it is unlawful to make such offer. The fund has adopted a Distribution and Service Plan pursuant to Rule 12b 1 un der the Investment Company Act of 1940 1940 Act with respect to its shares that recognizes that the Adviser may use its management fee revenues as well as its past profits or its resources from any other source to pay FDC for ex penses incurred in connection with providing services intended to result in the sale of shares of the fund and/or shareholder support services. The Advis er directly or through FDC may pay sig nificant amounts to intermediaries that provide those services. Currently the Board of Trustees of the fund has autho rized such payments for shares of the fund. If payments made by the Adviser to FDC or to intermediaries under the Distribu tion and Service Plan were considered to be paid out of a class s assets on an ongoing basis they might increase the cost of your investment and might cost you more than paying other types of sales charges. Cial promotional programs to investors who purchase shares of Fidelity funds. For example FDC may offer merchan dise discounts vouchers or similar items to investors who purchase shares of certain Fidelity funds during certain periods. To determine if you qualify for vestment of all dividends and distribu tions. The annual information has been audited by Deloitte Touche LLP inde pendent registered public accounting firm whose report along with fund fi nancial statements is included in the annual report. Annual reports are avail able for free upon request. you understand the financial history of fund shares for the past 5 years or if shorter the period of operations. Cer for a single share. The total returns in the table represent the rate that an in vestor would have earned or lost on Selected Per Share Data and Ratios Net asset value beginning of period. Income from Investment Operations Net investment income loss B. Net realized and unrealized gain loss. Total from investment operations. Total. 25. 57 11. 91 33. 09 128 983 150 967 163 090 180 447 Assets C E Ratios to Average Net Expenses before reductions. Expenses net of fee waivers if any. Supplemental Data Net assets end of period 000 omitted. 181 568 A B C D E F G H Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown* Calculated based on average shares outstanding during the period. Proportionate share of the expenses of any underlying Fidelity Central Funds. Amount does not include the portfolio activity of any underlying Fidelity Central Funds. Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the reductions represent the net expenses paid by the class. 005 per share. Appendix continued Additional Index capitalization weighted index that is de signed to measure the investable equity market performance of value stocks for global investors of developed markets excluding the U*S* Canada* Index re turns are adjusted for tax withholding rates applicable to U*S* based mutual funds organized as Massachusetts busi ness trusts. Notes IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT To help the government fight the funding of terrorism and money laundering activities the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 USA PATRIOT ACT requires all financial institutions to obtain verify and record information that identifies each person or entity that opens an account. For individual investors opening an account When you open an account you will be asked for your name address date of birth and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity such as your driver s license. For investors other than individuals When you open an account you will be asked for the name of the entity its principal place of business and taxpayer identification number TIN and may be requested to provide information on persons with authority or control over the account such as name residential address date of birth and social security number. You may also be asked to provide documents such as drivers licenses articles of incorporation trust instruments or partnership agreements and other information that will help Fidelity identify the entity. You can obtain additional information about the fund. A description of the fund s policies and procedures for disclosing its holdings is available in its SAI and on Fidelity s web sites. The SAI also includes more detailed information about the fund and its investments. The SAI is incorporated herein by reference legally forms a part of the prospectus. The fund s annual and semi annual reports also include additional information* The fund s annual report includes a discussion of the fund s holdings and recent market conditions and the fund s For a free copy of any of these documents or to request other information or ask questions about the fund call Fidelity at 1 800 544 8544. In addition you may visit Fidelity s web site at www. fidelity. com for a free copy of a prospectus SAI or annual or semi annual report or to request other information* The SAI the fund s annual and semi annual reports and other related materials are available from the Electronic Data Gathering Analysis and Retrieval EDGAR Database on the SEC s web site http //www. Sec*gov. You can obtain copies of this information after paying a duplicating fee by sending a request by e mail to publicinfo sec*gov or by writing the Public Reference Section of the SEC Washington D*C* 20549 1520. You can also review and copy information about the fund including the fund s SAI at the SEC s Public Reference Room in Washington D*C* Call 1 202 551 8090 for information on the operation of the SEC s Public Reference Room* Investment Company Act of 1940 File Number 811 04008 FDC is a member of the Securities Investor Protection Corporation SIPC. You may obtain information about SIPC including the SIPC brochure by visiting www. sipc*org or calling SIPC at 202 371 8300. Fidelity Fidelity Investments Pyramid Design FAST and Directed Dividends are registered service marks of FMR LLC. E 2013 FMR LLC. All rights reserved* The third party marks appearing above are the marks of their respective owners.