Exhibit (d)(4)

MANAGEMENT CONTRACT 

between 

FIDELITY INVESTMENT TRUST: 

FIDELITY OVERSEAS FUND 

and 

FIDELITY MANAGEMENT & RESEARCH COMPANY 

AGREEMENT AMENDED and RESTATED as of****this 1st day ofAugust, 2008, by and between Fidelity Investment Trust, a****Massachusettsbusiness trust which may issue one or more series of shares of beneficialinterest (hereinafter called the "Fund"), on behalf of Fidelity Overseas Fund(hereinafter called the "Portfolio"), and Fidelity Management & ResearchCompany, a Massachusetts corporation (hereinafter called the "Adviser") as setforth in its entirety below. 

Required authorization and approval by Trustees having beenobtained, the Fund, on behalf of the Portfolio, and the Adviser hereby consent,pursuant to Paragraph 6 of the existing Management Contract dated August 1,2007, to a modification of said Contract in the manner set forth below. The**Amended**and Restated Management Contract shall, when executed by dulyauthorized officers of the Fund and Adviser, take effect on August 1, 2008. 

1. (a) Investment Advisory Services. The Adviser undertakes to actas investment adviser of the Portfolio and shall, subject to the supervision ofthe Fund's Board of Trustees, direct the investments of the Portfolio inaccordance with the investment objective, policies and limitations as providedin the Portfolio's Prospectus or other governing instruments, as amended fromtime to time, the Investment Company Act of 1940 and rules thereunder, asamended from time to time (the "1940 Act"), and such other limitations as thePortfolio may impose by notice in writing to the Adviser. The Adviser shall alsofurnish for the use of the Portfolio office space and all necessary officefacilities, equipment and personnel for servicing the investments of thePortfolio; and shall pay the salaries and fees of all officers of the Fund, ofall Trustees of the Fund who are "interested persons" of the Fund or of theAdviser and of all personnel of the Fund or the Adviser performing servicesrelating to research, statistical and investment activities. The Adviser isauthorized, in its discretion and without prior consultation with the Portfolio,to buy, sell, lend and otherwise trade in any stocks, bonds and other securitiesand investment instruments on behalf of the Portfolio. The investment policiesand all other actions of the Portfolio are and shall at all times be subject tothe control and direction of the Fund's Board of Trustees. 

(b) Management Services. The Adviser shall perform (or arrange forthe performance by its affiliates of) the management and administrative servicesnecessary for the operation of the Fund. The Adviser shall, subject to thesupervision of the Board of Trustees, perform various services for thePortfolio, including but not limited to: (i) providing the Portfolio with officespace, equipment and facilities (which may be its own) for maintaining itsorganization; (ii) on behalf of the Portfolio, supervising relations with, andmonitoring the performance of, custodians, depositories, transfer and pricingagents, accountants, attorneys, underwriters, brokers and dealers, insurers andother persons in any capacity deemed to be necessary or desirable; (iii)preparing all general shareholder communications, including shareholder reports;(iv) conducting shareholder relations; (v) maintaining the Fund's existence andits records; (vi) during such times as shares are publicly offered, maintainingthe registration and qualification of the Portfolio's shares under federal andstate law; and (vii) investigating the development of and developing andimplementing, if appropriate, management and shareholder services designed toenhance the value or convenience of the Portfolio as an investment vehicle. 

The Adviser shall also furnish such reports, evaluations,information or analyses to the Fund as the Fund's Board of Trustees may requestfrom time to time or as the Adviser may deem to be desirable. The Adviser shallmake recommendations to the Fund's Board of Trustees with respect to Fundpolicies, and shall carry out such policies as are adopted by the Trustees. TheAdviser shall, subject to review by the Board of Trustees, furnish such otherservices as the Adviser shall from time to time determine to be necessary oruseful to perform its obligations under this Contract. 

(c) The Adviser shall place all orders for the purchase and saleof portfolio securities for the Portfolio's account with brokers or dealersselected by the Adviser, which may include brokers or dealers affiliated withthe Adviser. The Adviser shall use its best efforts to seek to execute portfoliotransactions at prices which are advantageous to the Portfolio and at commissionrates which are reasonable in relation to the benefits received. In selectingbrokers or dealers qualified to execute a particular transaction, brokers ordealers may be selected who also provide brokerage and research services (asthose terms are defined in Section 28(e) of the Securities Exchange Act of 1934)to the Portfolio and/or the other accounts over which the Adviser or itsaffiliates exercise investment discretion. The Adviser is authorized to pay abroker or dealer who provides such brokerage and research services a commissionfor executing a portfolio transaction for the Portfolio which is in excess ofthe amount of commission another broker or dealer would have charged foreffecting that transaction if the Adviser determines in good faith that suchamount of commission is reasonable in relation to the value of the brokerage andresearch services provided by such broker or dealer. This determination may beviewed in terms of either that particular transaction or the overallresponsibilities which the Adviser and its affiliates have with respect toaccounts over which they exercise investment discretion. The Trustees of theFund shall periodically review the commissions paid by the Portfolio todetermine if the commissions paid over representative periods of time werereasonable in relation to the benefits to the Portfolio. 

The Adviser shall,in acting hereunder, be an independent contractor. The Adviser shall not be anagent of the Portfolio. 

2. It is understood that the Trustees, officers and shareholdersof the Fund are or may be or become interested in the Adviser as directors,officers or otherwise and that directors, officers and stockholders of theAdviser are or may be or become similarly interested in the Fund, and that theAdviser may be or become interested in the Fund as a shareholder or otherwise.

3. The Adviser will be compensated on the following basis for theservices and facilities to be furnished hereunder. The Adviser shall receive amonthly management fee, payable monthly as soon as practicable after the lastday of each month, composed of a Basic Fee and a Performance Adjustment. ThePerformance Adjustment is added to or subtracted from the Basic Fee depending onwhether the Portfolio experienced better or worse performance than the MorganStanley Capital International Europe, Australasia, Far East Index (the "Index").The Performance Adjustment is not cumulative. An increased fee will result eventhough the performance of the Portfolio over some period of time shorter thanthe performance period has been behind that of the Index, and, conversely, areduction in the fee will be made for a month even though the performance of thePortfolio over some period of time shorter than the performance period has beenahead of that of the Index. The Basic Fee and the Performance Adjustment will becomputed as follows: 

(a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum ofthe Group Fee Rate and the Individual Fund Fee Rate calculated to the nearestmillionth decimal place as follows: 

(i) Group Fee Rate. The Group Fee Rate shall be based upon themonthly average of the net assets of the registered investment companies havingAdvisory and Service or Management Contracts with the Adviser (computed in themanner set forth in the fund's Declaration of Trust or other organizationaldocument) determined as of the close of business on each business day throughoutthe month. The Group Fee Rate shall be determined on a cumulative basis pursuantto the following schedule: