Exhibit d(38)

**FORM OF**

SUB-ADVISORY AGREEMENT

between

FMR CO., INC. and

FIDELITY MANAGEMENT & RESEARCH COMPANY

	AGREEMENT made this__day of______, ___, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 82Devonshire Street, Boston, Massachusetts  (hereinafter called the ´´Sub-Adviser") and Fidelity Management & Research Company, aMassachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the ´´Adviser").

	WHEREAS the Adviser has entered into a Management Contract with Fidelity Investment Trust, a Massachusetts business trust whichmay issue one or more series of shares of beneficial interest (hereinafter called the ´´Fund"), on behalf of Fidelity Global Balanced Fund(hereinafter called the ´´Portfolio"), pursuant to which the Adviser is to act as investment manager and adviser to the Portfolio, and

	WHEREAS the Sub-Adviser was formed for the purpose of providing investment management of equity and high income funds andadvising generally with respect to equity and high income instruments**.**

	NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Adviser and the Sub-Adviseragree as follows:

	1.	(a)  The Sub-Adviser shall, subject to the supervision of the Adviser, direct the investments of all or such portion of thePortfolio's assets as the Adviser shall designate in accordance with the investment objective, policies and limitations as provided in thePortfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder,as amended from time to time (the ´´1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser orSub-Adviser.  The Sub-Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment andpersonnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all personnel of the Sub-Adviser performingservices for the Portfolio relating to research, statistical and investment activities.  The Sub-Adviser is authorized, in its discretion and withoutprior consultation with the Portfolio or the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investmentinstruments on behalf of the Portfolio.  The investment policies and all other actions of the Portfolio are and shall at all times be subject to thecontrol and direction of the Fund's Board of Trustees.

	(b)  The Sub-Adviser shall also furnish such reports, evaluations, information or analyses to the Fund and the Adviser as the Fund's Boardof Trustees or the Adviser may request from time to time or as the Sub-Adviser may deem to be desirable.  The Sub-Adviser shall makerecommendations to the Fund's Board of Trustees with respect to Portfolio policies, and shall carry out such policies as are adopted by theTrustees.  The Sub-Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Sub-Adviser shall from time totime determine to be necessary or useful to perform its obligations under this Agreement and which are not otherwise furnished by the Adviser.

	(c)  The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers ordealers selected by the Sub-Adviser, which may include brokers or dealers affiliated with the Adviser or Sub-Adviser.  The Sub-Adviser shalluse its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which arereasonable in relation to the benefits received.  In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers maybe selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of l934)to the Portfolio and/or the other accounts over which the Sub-Adviser, Adviser or their affiliates exercise investment discretion.  TheSub-Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfoliotransaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting thattransaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerageand research services provided by such broker or dealer.  This determination may be viewed in terms of either that particular transaction or theoverall responsibilities which the Sub-Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid overrepresentative periods of time were reasonable in relation to the benefits to the Portfolio.

	2.	As compensation for the services to be furnished by the Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser amonthly fee equal to 50% of the management fee (including performance adjustments, if any) that the Portfolio is obligated to pay the Adviserunder the Portfolio's Management Contract with the Adviser in respect of that portion of the Portfolio's assets managed by the Sub-Adviserduring such month.  Such fee shall not be reduced to reflect expense reimbursements or fee waivers by the Adviser, if any, in effect from time totime.

	3.	It is understood that Trustees, officers, and shareholders of the Fund are or may be or become interested in the Adviser or theSub-Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser or the Sub-Adviser are or may be orbecome similarly interested in the Fund, and that the Adviser or the Sub-Adviser may be or become interested in the Fund as a shareholder orotherwise.

	4.	It is understood that the Portfolio will pay all its expenses other than those expressly stated to be payable by the Sub-Adviserhereunder or by the Adviser under the Management Contract with the Portfolio, which expenses payable by the Portfolio shall include, withoutlimitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and otherinvestment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are ´´interested persons" of the Fund, theSub-Adviser or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expensesrelated to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii)expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental toholding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of thePortfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% ofinsurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting forprinting Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectusesand Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinaryexpenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which thePortfolio may have to indemnify the Fund's Trustees and officers with respect thereto.

	5.	The Services of the Sub-Adviser to the Adviser are not to be deemed to be exclusive, the Sub-Adviser being free to renderservices to others and engage in other activities, provided, however, that such other services and activities do not, during the term of thisAgreement, interfere, in a material manner, with the Sub-Adviser's ability to meet all of its obligations with respect to rendering investmentadvice hereunder.  The Sub-Adviser shall for all purposes be an independent contractor and not an agent or employee of the Adviser or the Fund.

	6.	In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on thepart of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for anyact or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holdingor sale of any security.

	7.	(a)	Subject to prior termination as provided in sub-paragraph (d) of this paragraph 7, this Agreement shall continue in force until_____, and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at leastannually by vote of the Fund's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.

(b)	This Agreement may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified byor interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rulesor regulations adopted by, or interpretive releases of, the Commission.

(c)	In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 7, the terms of any continuance or modificationof the Agreement must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to suchAgreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on suchapproval.

(d)	Either the Adviser, the Sub-Adviser or the Portfolio may, at any time on sixty (60) days' prior written notice to the otherparties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or by voteof a majority of its outstanding voting securities.  This Agreement shall terminate automatically upon the termination of theManagement Contract between the Fund, on behalf of the Portfolio, and the Adviser.  This Agreement shall terminateautomatically in the event of its assignment.

	8.	The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration ofTrust or other organizational document of the Fund and agrees that any obligations of the Fund or the Portfolio arising in connection with thisAgreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Adviser shall not seek satisfaction of any such obligation fromthe shareholders or any shareholder of the Portfolio.  Nor shall the Sub-Adviser seek satisfaction of any such obligation from the Trustees or anyindividual Trustee.

	9.	 THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THECOMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PROVISIONS THEREOF.

	The terms ´´registered investment company," ´´vote of a majority of the outstanding voting securities," ´´assignment," and ´´interestedpersons," when used herein, shall have the respective meanings specified in the Investment Company Act of 1940 as now in effect or as hereafteramended.

	IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereuntoduly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

[SIGNATURE LINES OMITTED]