SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
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(Name of Registrant as Specified In Its Charter)
Fidelity Investment Trust
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant) Arthur S. Loring, Secretary
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ]Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
FIDELITY CANADA FUND
FIDELITY EMERGING MARKETS FUND
FIDELITY EUROPE FUND
FIDELITY INTERNATIONAL GROWTH & INCOME FUND
FIDELITY OVERSEAS FUND
FIDELITY PACIFIC BASIN FUND
FIDELITY WORLDWIDE FUND
FUNDS OF
FIDELITY INVESTMENT TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of the above funds:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Fidelity Canada Fund, Fidelity Emerging Markets Fund, Fidelity
Europe Fund, Fidelity International Growth & Income Fund, Fidelity Overseas
Fund, Fidelity Pacific Basin Fund, and Fidelity Worldwide Fund (the funds)
will be held at the office of Fidelity Investment Trust (the trust), 82
Devonshire Street, Boston, Massachusetts 02109 on September 17, 1997, at
9:45 a.m. The purpose of the Meeting is to consider and act upon the
following proposals, and to transact such other business as may properly
come before the Meeting or any adjournments thereof.
1. To elect a Board of Trustees.
2. To ratify the selection of Coopers & Lybrand L.L.P. and Price
Waterhouse LLP as independent accountants of the trust.
3. To amend the Declaration of Trust to provide dollar-based voting rights
for shareholders of the trust.
4. To amend the Declaration of Trust regarding shareholder notification of
appointment of Trustees.
5. To amend the Declaration of Trust to provide each fund with the
ability to invest all of its assets in another open-end investment
company.
6. To adopt a new fundamental investment policy for each fund permitting
each fund to invest all of its assets in another open-end investment
company with substantially the same investment objective and policies.
7. To approve an amended management contract fo r each of Fidelity
Emerging Markets Fund, Fidelity International Growth & Income Fund, and
Fidelity Worldwide Fund.
8. To approve an amended management contract of Fidelity Canada Fund.
9. To approve an amended management contract for Fidelity Europe Fund.
10. To approve an amended management contract for Fidelity Overseas Fund.
11. To approve an amended management contract for Fidelity Pacific Basin
Fund.
12. To approve a new Sub-Advisory Agreement with Fidelity Investments Japan
Limited for each of Fidelity Emerging Markets Fund, Fidelity
International Growth & Income Fund, Fidelity Overseas Fund, Fidelity
Pacific Basin Fund, and Fidelity Worldwide Fund.
13. To approve a Distribution and Service Plan pursuant to Rule 12b-1 for
each of Fidelity International Growth & Income Fund, Fidelity
Overseas Fund, and Fidelity Worldwide Fund.
14. To replace Fidelity International Growth & Income Fund's fundamental
investment policy regarding investment in debt securities with a
non-fundamental policy.
15. To amend Fidelity Europe Fund's fundamental investment objective and
to modify certain fundamental investment policies to provide that the fund
will invest in Europe rather than Western Europe.
16. To eliminate certain of Fidelity Pacific Basin Fund's fundamental
investment policies and to replace certain policies with non-fundamental
policies.
17. To replace certain of Fidelity Overseas Fund's fundamental investment
policies with non-fundamental investment policies.
18. To replace the fundamental investment policy concerning investment for
temporary defensive purposes with a non-fundamental policy for Fidelity
Overseas Fund, Fidelity Europe Fund, and Fidelity Pacific Basin Fund.
19. To amend each fund's fundamental investment limitation concerning
diversification.
20. To amend Fidelity Canada Fund's, Fidelity Europe Fund's, Fidelity
International Growth & Income Fund's, Fidelity Overseas Fund's, Fidelity
Pacific Basin Fund's, and Fidelity Worldwide Fund's fundamental investment
limitation concerning real estate.
ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS
21. To eliminate Fidelity Emerging Markets Fund's fundamental investment
limitation concerning short sales of securities.
22. To eliminate Fidelity Emerging Markets Fund's fundamental investment
limitation concerning margin purchases.
23. To amend each fund's fundamental investment limitation concerning
borrowing.
24. To amend Fidelity Europe Fund's, Fidelity Overseas Fund's, and
Fidelity Pacific Basin Fund's fundamental investment limitation concerning
underwriting.
25. To amend Fidelity Canada Fund's, Fidelity Europe Fund's, Fidelity
Overseas Fund's, Fidelity Pacific Basin Fund's, and Fidelity Worldwide
Fund's fundamental investment limitation concerning the concentration of
its investments in a single industry.
26. To amend Fidelity Emerging Markets Fund's fundamental investment
limitation concerning commodities.
27. To amend Fidelity Emerging Markets Fund's fundamental investment
limitation concerning lending.
The Board of Trustees has fixed the close of business on July 21, 1997 as
the record date for the determination of the shareholders of each of the
funds entitled to notice of, and to vote at, such Meeting and any
adjournments thereof.
By order of the Board of Trustees,
ARTHUR S. LORING, Secretary
July 21, 1997
YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY SHAREHOLDER
WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN
THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE, WE ASK YOUR COOPERATION IN
MAILING YOUR PROXY CARD PROMPTLY, NO MATTER HOW LARGE OR SMALL YOUR
HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of assistance
to you and help avoid the time and expense involved in validating your vote
if you fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it appears
in the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual signing.
This can be shown either in the form of the account registration itself or
by the individual executing the proxy card. For example:
REGISTRATION VALID SIGNATURE
A. 1) ABC Corp. John Smith, Treasurer
2) ABC Corp. John Smith, Treasurer
c/o John Smith, Treasurer
B. 1) ABC Corp. Profit Sharing Plan Ann B. Collins, Trustee
2) ABC Trust Ann B. Collins, Trustee
3) Ann B. Collins, Trustee Ann B. Collins, Trustee
u/t/d 12/28/78
C. 1) Anthony B. Craft, Cust. Anthony B. Craft
f/b/o Anthony B. Craft, Jr.
UGMA
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY INVESTMENT TRUST:
FIDELITY CANADA FUND
FIDELITY EMERGING MARKETS FUND
FIDELITY EUROPE FUND
FIDELITY INTERNATIONAL GROWTH & INCOME FUND
FIDELITY OVERSEAS FUND
FIDELITY PACIFIC BASIN FUND
FIDELITY WORLDWIDE FUND
TO BE HELD ON SEPTEMBER 17, 1997
This Proxy Statement is furnished in connection with a solicitation of
proxies made by, and on behalf of, the Board of Trustees of Fidelity
Investment Trust (the trust) to be used at the Special Meeting of
Shareholders of Fidelity Canada Fund, Fidelity Emerging Markets Fund,
Fidelity Europe Fund, Fidelity International Growth & Income Fund, Fidelity
Overseas Fund, Fidelity Pacific Basin Fund, and Fidelity Worldwide Fund
(the funds) and at any adjournments thereof (the Meeting), to be held on
September 17, 1997 at 9:45 a.m. at 82 Devonshire Street, Boston,
Massachusetts 02109, the principal executive office of the trust and
Fidelity Management & Research Company (FMR), the funds' investment
adviser. Shareholders of the trust's other funds (Fidelity Diversified
International Fund, Fidelity Europe Capital Appreciation Fund, Fidelity
France Fund , Fidelity Germany Fund, Fidelity Global Bond Fund,
Fidelity Hong Kong and China Fund, Fidelity International Value Fund,
Fidelity Japan Fund, Fidelity Japan Small Companies Fund, Fidelity Latin
America Fund, Fidelity New Markets Income Fund, Fidelity Nordic Fund,
Fidelity Southeast Asia Fund, and Fidelity United Kingdom Fund) will also
participate in the Meeting and have been mailed separate notices and proxy
statements relating to proposals to be voted upon by the trust and/or by
the shareholders of those funds.
The purpose of the Meeting is set forth in the accompanying Notice. The
solicitation is made primarily by the mailing of this Proxy Statement and
the accompanying proxy card on or about July 21, 1997. Supplementary
solicitations may be made by mail, telephone, telegraph, facsimile, or by
personal interview by representatives of the trust. In addition, Management
Information Services Corp. (MIS) and D.F. King & Co. may be paid on a
per-call basis to solicit shareholders on behalf of the funds at an
anticipated cost of approximately $8,000 (Fidelity Canada Fund), $12,000
(Fidelity Emerging Markets Fund), $11,000 (Fidelity Europe Fund), $15,000
(Fidelity International Growth & Income Fund), $18,000 (Fidelity Overseas
Fund), $13,000 (Fidelity Pacific Basin Fund), and $15,000 (Fidelity
Worldwide Fund). The expenses in connection with preparing this Proxy
Statement and its enclosures and of all solicitations will be paid by the
funds. The funds will reimburse brokerage firms and others for their
reasonable expenses in forwarding solicitation material to the beneficial
owners of shares. The principal business address of Fidelity
Distributors Corporation (FDC), the funds' principal underwriter and
distribution agent, and Fidelity Management & Research (U.K.) Inc. (FMR
U.K.) and Fidelity Management & Research (Far East) Inc. (FMR Far East),
subadvisers to the funds is 82 Devonshire Street, Boston, Massachusetts
02109. Fidelity International Investment Advisors (FIIA) located at
Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda and Fidelity
International Investment Advisors (U.K.) Limited (FIIAL (U.K.)) located at
26 Lovat Lane, London, England EC3R8LL are also subadvisers to the
funds.
If the enclosed proxy card is executed and returned, it may nevertheless
be revoked at any time prior to its use by written notification received by
the trust, by the execution of a later-dated proxy card, or by attending
the Meeting and voting in person.
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the Meeting, and which are
not revoked, will be voted at the Meeting. Shares represented by such
proxies will be voted in accordance with the instructions thereon. If no
specification is made on a proxy card, it will be voted FOR the matters
specified on the proxy card. Only proxies that are voted will be counted
towards establishing a quorum. Broker non-votes are not considered voted
for this purpose. Shareholders should note that while votes to ABSTAIN will
count toward establishing a quorum, passage of any proposal being
considered at the Meeting will occur only if a sufficient number of votes
are cast FOR the proposal. Accordingly, votes to ABSTAIN and votes AGAINST
will have the same effect in determining whether the proposal is approved.
The funds may also arrange to have votes recorded by telephone. D.F. King
& Co. may be paid on a per call basis for vote-by-phone solicitations on
behalf of the funds at an anticipated cost of approximately $2,000
(Fidelity Canada Fund), $4,000 (Fidelity Emerging Markets Fund), $3,000
(Fidelity Europe Fund), $5,000 (Fidelity International Growth & Income
Fund), $7,000 (Fidelity Overseas Fund), $4,000 (Fidelity Pacific Basin
Fund), and $4,000 (Fidelity Worldwide Fund). The expenses in connection
with telephone voting will be paid by the funds. If the funds record
votes by telephone, they will use procedures designed to authenticate
shareholders' identities, to allow shareholders to authorize the voting of
their shares in accordance with their instructions, and to confirm that
their instructions have been properly recorded. Proxies voted by telephone
maybe revoked at anytime before they are voted in the same manner that
proxies voted by mail may be revoked.
If a quorum is not present at the Meeting, or if a quorum is
present at the Meeting, but sufficient votes to approve one or more of the
proposed items are not received, or if other matters arise requiring
shareholder attention, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of those
shares present at the Meeting or represented by proxy. When voting on a
proposed adjournment, the persons named as proxies will vote FOR the
proposed adjournment all shares that they are entitled to vote with respect
to each item, unless directed to vote AGAINST the item, in which case such
shares will be voted AGAINST the proposed adjournment with respect to that
item. A shareholder vote may be taken on one or more of the items in this
Proxy Statement prior to such adjournment if sufficient votes have been
received and it is otherwise appropriate.
Shares of each fund of the trust issued and outstanding as of May 31, 1997
are indicated in the following table:
Fidelity Canada Fun d 6,891,750
Fidelity Diversified International Fund 73,349,989
Fidelity Emerging Markets Fund 67,449,877
Fidelity Europe Fund 32,358,016
Fidelity Europe Capital Appreciation Fund 25,799,612
Fidelity France Fund 536,487
Fidelity Germany Fund 1,049,684
Fidelity Global Bond Fund 10,184,682
Fidelity Hong Kong and China Fund 14,843,161
Fidelity International Growth & Income Fund 52,348,999
Fidelity International Value Fund 23,896,455
Fidelity Japan Fund 27,323,208
Fidelity Japan Small Companies Fund 16,108,022
Fidelity Latin America Fund 57,609,713
Fidelity New Markets Income Fund 27,143,293
Fidelity Nordic Fund 5,380,967
Fidelity Overseas Fund 109,779,796
Fidelity Pacific Basin Fund 20,615,287
Fidelity Southeast Asia Fund 37,389,890
Fidelity United Kingdom Fund 452,421
Fidelity Worldwide Fund 64,897,646
To the knowledge of the trust, substantial (5% or more) record or
beneficial ownership of each fund on May 31, 1997 was as follows:
Fidelity Canada Fund - National Financial Services Corporation (NFSC),
Boston, MA (21.93%).
Fidelity Diversified International Fund - NFSC, Boston, MA (11.99%).
Fidelity Europe Capital Appreciation Fund - NFSC, Boston, MA (24.20%).
Fidelity Europe Fund - NFSC, Boston, MA (14.16%).
Fidelity France Fund - FMR Capital, Boston, MA (19.82%); NFSC, Boston, MA
(45.52%).
Fidelity Germany Fund - FMR Capital, Boston, MA (9.86%); NFSC, Boston, MA
(35.61%).
Fidelity Global Bond Fund - NFSC, Boston, MA (5.89%).
Fidelity Hong Kong and China Fund - NFSC, Boston, MA (25.06%).
Fidelity International Growth & Income Fund - NFSC, Boston, MA (11.98%).
Fidelity International Value Fund - NFSC, Boston, MA (28.95%).
Fidelity Japan Fund - Fidelity Management Trust Company (FMTC), Boston, MA
(7.51%); NFSC, Boston, MA (24.16%).
Fidelity Japan Small Companies Fund - FMTC, Boston, MA (18.68%); NFSC,
Boston, MA (19.18%).
Fidelity Latin America Fund - NFSC, Boston, MA (7.71%).
Fidelity New Markets Income Fund - NFSC, Boston, MA (24.28%).
Fidelity Nordic Fund - NFSC, Boston, MA (26.38%).
Fidelity Pacific Basin Fund - NFSC, Boston, MA (6.24%).
Fidelity Southern Asia Fund - NFSC, Boston, MA (5.50%).
Fidelity United Kingdom Fund - FMR Capital, Boston, MA (22.86%); NFSC,
Boston, MA (46.45%).
FMR Capital and FMTC have advised the trust that for Proposals 1 through 5
contained in this Proxy Statement, they will vote their shares at the
Meeting FOR each proposal. To the knowledge of the trust, no other
shareholder owned of record or beneficially more than 5% of the outstanding
shares of any of the funds on that date.
Shareholders of record at the close of business on July 21, 1997 will be
entitled to vote at the Meeting. Each such shareholder will be entitled to
one vote for each share held on that date.
FOR A FREE COPY OF EACH FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED
OCTOBER 31, 1996 AND THE SEMIANNUAL REPORT FOR THE FISCAL PERIOD ENDED
APRIL 30, 1997 CALL 1-800-544-8888 OR WRITE TO FIDELITY DISTRIBUTORS
CORPORATION AT 82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109.
VOTE REQUIRED: A PLURALITY OF ALL VOTES CAST AT THE MEETING IS SUFFICIENT
TO APPROVE PROPOSALS 1 AND 2. APPROVAL OF PROPOSAL 3 REQUIRES THE
AFFIRMATIVE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF
BOTH THE TRUST AND OF EACH FUND OF THE TRUST AND, IN THE CASE OF PROPOSALS
4 AND 5 A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF THE ENTIRE
TRUST. APPROVAL OF PROPOSALS 6 THROUGH 27 REQUIRES THE AFFIRMATIVE
VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF THE
APPROPRIATE FUNDS. UNDER THE INVESTMENT COMPANY ACT OF 1940 (THE 1940 ACT),
THE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" MEANS THE
AFFIRMATIVE VOTE OF THE LESSER OF (A) 67% OR MORE OF THE VOTING SECURITIES
PRESENT AT THE MEETING OR REPRESENTED BY PROXY IF THE HOLDERS OF MORE THAN
50% OF THE OUTSTANDING VOTING SECURITIES ARE PRESENT OR REPRESENTED BY
PROXY OR (B) MORE THAN 50% OF THE OUTSTANDING VOTING SECURITIES. BROKER
NON-VOTES ARE NOT CONSIDERED "PRESENT" FOR THIS PURPOSE.
The following tables summarize the proposals applicable to each fund.
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Proposal # Proposal Description Applicable Fund(s)
1. To elect as Trustees the 12 nominees presented in proposal 1. All
2. To ratify the selection of Coopers & Lybrand L.L.P. and Price All
Waterhouse LLP as independent accountants of the trust.
3. To amend the Declaration of Trust to provide voting rights based on a All
shareholder's total dollar investment in a fund, rather than on the
number of shares owned.
4. To amend the Declaration of Trust to eliminate the requirement that All
shareholders be notified in the event of an appointment of a trustee
within three months of the appointment.
5. To amend the Declaration of Trust to clarify that the Trustees may All
authorize the investment of all of a fund's assets in another open-end
investment company.
6. To adopt a new fundamental investment policy for the fund that would All
permit it to invest all of its assets in another open-end investment
company managed by FMR or an affiliate with substantially the same
investment objective and policies.
7. To approve an amended management contract for the fund that would Fidelity Emerging Markets
reduce the management fee payable to FMR by the fund as FMR's Fund Fidelity International
assets under management increase. Growth & Income Fund
Fidelity Worldwide Fund
8. To approve an amended management contract for the fund that would Fidelity Canada Fund
reduce the management fee payable to FMR by the fund as FMR's
assets under management increase and would modify the
performance adjustment calculation to calculate the fund's investment
performance and that of its comparative index to the nearest 0.01%.
9. To approve an amended management contract for the fund that would Fidelity Europe Fund
reduce the management fee payable to FMR by the fund as FMR's
assets under management increase and would modify the
performance adjustment calculation to calculate the fund's investment
performance and that of its comparative index to the nearest 0.01%.
10. To approve an amended management contract for the fund that would Fidelity Overseas Fund
reduce the management fee payable to FMR by the fund as FMR's
assets under management increase and would modify the
performance adjustment calculation to calculate the fund's investment
performance and that of its comparative index to the nearest 0.01%.
11. To approve an amended management contract for the fund that would Fidelity Pacific Basin Fund
reduce the management fee payable to FMR by the fund as FMR's
assets under management increase and would modify the
performance adjustment calculation to calculate the fund's investment
performance and that of its comparative index to the nearest 0.01%.
Proposal # Proposal Description Applicable Fund(s)
12. To approve a new sub-advisory agreement with F idelity Investments Fidelity Emerging Markets
Japan Limited to provide investment advice and research services or Fund
investment management services. Fidelity International Growth
& Income Fund
Fidelity Overseas Fund
Fidelity Pacific Basin Fund
Fidelity Worldwide Fund
13. To approve a Distribution and Service Plan for the fund which Fidelity International Growth
describes all material aspects of the proposed financing for the & Income Fund
distribution of fund shares. Fidelity Overseas Fund
Fidelity Worldwide Fund
14. To replace Fidelity International Growth & Income Fund's fundamental Fidelity International Growth
investment policy regarding investment in debt securities with a & Income Fund
non-fundamental policy.
15. To amend Fidelity Europe Fund's fundamental investment objective Fidelity Europe Fund
and to modify certain fundamental investment policies to provide that
the fund will invest in Europe rather than Western Europe.
16. To eliminate certain of Fidelity Pacific Basin Fund's fundamental Fidelity Pacific Basin Fund
investment policies and to replace certain policies with
non-fundamental policies.
17. To replace certain of Fidelity Overseas Fund's fundamental investment Fidelity Overseas Fund
policies with non-fundamental investment policies.
18. To replace the fundamental investment policy concerning investment Fidelity Europe Fund
for temporary defensive purposes with a non-fundamental policy for Fidelity Overseas Fund
Fidelity Overseas Fund, Fidelity Europe Fund, and Fidelity Pacific Fidelity Pacific Basin Fund
Basin Fund.
19. DIVERSIFICATION: To amend the diversification limitation to exclude All
"securities of other investment companies" from issuer diversification
limits.
20. REAL ESTATE: To make explicit the ability of the fund to purchase any Fidelity Canada Fund
security or instrument backed by real estate or real estate interests Fidelity Europe Fund
and any security of companies engaged in the real estate business. Fidelity International Growth
Also to eliminate the restriction that securities backed by real estate & Income Fund
must be marketable. Fidelity Overseas Fund
Fidelity Pacific Basin Fund
Fidelity Worldwide Fund
ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS
21. SHORT SALES: To eliminate the fundamental investment limitation on Fidelity Emerging Markets
short sales and adopt a similar non-fundamental investment limitation. Fund
22. MARGIN PURCHASES: To replace the fundamental investment limitation Fidelity Emerging Markets
on margin purchases with a similar non-fundamental investment Fund
limitation.
23. BORROWING: To amend the borrowing limitation to require a reduction All
in borrowing if borrowings exceed the 33 1/3 % limit for any reason
rather than solely because of a decline in net assets.
24. UNDERWRITING: To clarify the fundamental investment policy with Fidelity Europe Fund
respect to the underwriting of securities. Fidelity Overseas Fund
Fidelity Pacific Basin Fund
25. CONCENTRATION: To standardize the language of the limitation on Fidelity Canada Fund
industry concentration and modify it to refer to "companies with Fidelity Europe Fund
principal business activities in the same industry" rather than "issuers Fidelity Overseas Fund
in the same industry." Fidelity Pacific Basin Fund
Fidelity Worldwide Fund
26. PHYSICAL COMMODITIES: To make explicit the ability to invest in Fidelity Emerging Markets
securities or other instruments backed by physical commodities and Fund
the ability to own physical commodities as the result of ownership of
other securities or instruments.
27. LENDING: To clarify that the fund can purchase an entire issue of debt Fidelity Emerging Markets
securities. Fund
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1. TO ELECT A BOARD OF TRUSTEES.
The purpose of this proposal is to elect a Board of Trustees of the Trust.
Pursuant to the provisions of the Declaration of Trust of Fidelity
Investment Trust, the Trustees have determined that the number of Trustees
shall be fixed at twelve. It is intended that the enclosed proxy card will
be voted for the election as Trustees of the twelve nominees listed below,
unless such authority has been withheld in the proxy card.
Except for Robert C. Pozen, a ll nominees named below are currently
Trustees of Fidelity Investment Trust and have served in that capacity
continuously since originally elected or appointed. Phyllis Burke Davis,
Robert M. Gates, Marvin L. Mann, and William O. McCoy, were selected by the
trust's Nominating and Administration Committee (see page ) and were
appointed to the Board in December 1992, March 1997, October 1993, and
January 1997, respectively. None of the nominees are related to one
another. Those nominees indicated by an asterisk (*) are "interested
persons" of the trust by virtue of, among other things, their affiliation
with either the trust, the funds' investment adviser (FMR, or the Adviser),
or the funds' distribution agent, FDC. The business address of each nominee
who is an "interested person" is 82 Devonshire Street, Boston,
Massachusetts 02109, and the business address of all other nominees is
Fidelity Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235.
Except for Robert M. Gates , William O.McCoy, and Robert C.
Pozen each of the nominees is currently a Trustee or General Partner,
as the case may be, of 62 registered investment companies (trusts or
partnerships) advised by FMR. Mr. Gates and Mr. McCoy are currently
Trustees or General Partners, as the case may be, of 4 8 registered
investment companies (trusts or partnerships) advised by FMR. Effective
August 1, 1997, Mr. Pozen will be a Trustee or General Partner, as the case
may be, of 48 registered investment companies (trusts or partnerships)
advised by FMR.
In the election of Trustees, those twelve nominees receiving the highest
number of votes cast at the Meeting, providing a quorum is present, shall
be elected.
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Nominee Principal Occupation ** Year of
(Age) Election or
Appointmen
t
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Ralph F. Cox Management consultant (1994). Prior to February 1994, he was President of 1991
(65) Greenhill Petroleum Corporation (petroleum exploration and production). Until
March 1990, Mr. Cox was President and Chief Operating Officer of Union
Pacific Resources Company (exploration and production). He is a Director of
Sanifill Corporation (non-hazardous waste, 1993), CH2M Hill Companies
(engineering), Rio Grande, Inc. (oil and gas production), and Daniel Industries
(petroleum measurement equipment manufacturer). In addition, he is a member
of advisory boards of Texas A&M University and the University of Texas at
Austin.
Phyllis Burke Davis Prior to her retirement in September 1991, Mrs. Davis was the Senior Vice 1992
(65) President of Corporate Affairs of Avon Products, Inc. She is currently a Director
of BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores), and
previously served as a Director of Hallmark Cards, Inc. (1985-1991) and
Nabisco Brands, Inc. In addition, she is a member of the President's Advisory
Council of The University of Vermont School of Business Administration.
Robert M. Gates Consultant, author, and lecturer (1993). Mr. Gates was Director of the Central 1997
(53) Intelligence Agency (CIA) from 1991 - 1993. From 1989 to 1991, Mr. Gates
served as Assistant to the President of the United States and Deputy National
Security Advisor. Mr. Gates is currently a Trustee for the Forum For
International Policy, a Board Member for the Virginia Neurological Institute, and
a Senior Advisor of the Harvard Journal of World Affairs. In addition, Mr. Gates
also serves as a member of the corporate board for Lucas Varity PLC
(automotive components and diesel engines), Charles Stark Draper Laboratory
(non-profit), NACCO Industries, Inc. (mining and manufacturing), and TRW Inc.
(original equipment and replacement products).
*Edward C. Johnson President, is Chairman, Chief Executive Officer and a Director of FMR Corp.; a 1968
3d Director and Chairman of the Board and of the Executive Committee of FMR;
(67) Chairman and a Director of FMR Texas Inc., Fidelity Management & Research
(U.K.) Inc., and Fidelity Management & Research (Far East) Inc.
E. Bradley Jones Prior to his retirement in 1984, Mr. Jones was Chairman and Chief Executive 1990
(69) Officer of LTV Steel Company. He is a Director of TRW Inc. (original equipment
and replacement products), Consolidated Rail Corporation, Birmingham Steel
Corporation, and RPM, Inc. (manufacturer of chemical products), and he
previously served as a Director of NACCO Industries, Inc. (mining and
manufacturing, 1985-1995) , Hyster-Yale Materials Handling, Inc. (1985-1995) ,
and Cleveland-Cliffs Inc. (mining), and as a Trustee of First Union Real Estate
Investments . In addition, he serves as a Trustee of the Cleveland Clinic
Foundation, where he has also been a member of the Executive Committee as
well as Chairman of the Board and President, a Trustee and member of the
Executive Committee of University (Cleveland), and a Trustee of Cleveland
Clinic Florida.
Donald J. Kirk Executive-in-Residence (1995) at Columbia University Graduate School of 1987
(64) Business and a financial consultant. From 1987 to January 1995, Mr. Kirk was
a Professor at Columbia University Graduate School of Business. Prior to 1987,
he was Chairman of the Financial Accounting Standards Board. Mr. Kirk is a
Director of General Re Corporation (reinsurance), and he previously served as
a Director of Valuation Research Corp. (appraisals and valuations, 1993-1995).
In addition, he serves as Chairman of the Board of Directors of the National
Arts Stabilization Fund, Chairman of the Board of Trustees of the Greenwich
Hospital Association, a Member of the Public Oversight Board of the American
Institute of Certified Public Accountants' SEC Practice Section (1995), and as a
Public Governor of the National Association of Securities Dealers, Inc. (1996).
*Peter S. Lynch Vice Chairman and Director of FMR (1992). Prior to May 31, 1990, he was a 1990
(54) Director of FMR and Executive Vice President of FMR (a position he held until
March 31, 1991); Vice President of Fidelity Magellan Fund and FMR Growth
Group Leader; and Managing Director of FMR Corp. Mr. Lynch was also Vice
President of Fidelity Investments Corporate Services (1991-1992). He is a
Director of W.R. Grace & Co. (chemicals) and Morrison Knudsen Corporation
(engineering and construction). In addition, he serves as a Trustee of Boston
College, Massachusetts Eye & Ear Infirmary, Historic Deerfield (1989) and
Society for the Preservation of New England Antiquities, and as an Overseer of
the Museum of Fine Arts of Boston.
William O. McCoy Vice President of Finance for the University of North Carolina (16-school 1997
(63) system, 1995). Prior to his retirement in December 1994, Mr. McCoy was Vice
Chairman of the Board of BellSouth Corporation (telecommunications , 1984 )
and President of BellSouth Enterprises (1986) . He is currently a Director of
Liberty Corporation (holding company , 1984 ), Weeks Corporation of Atlanta
(real estate, 1994), Carolina Power and Light Company (electric utility, 1996)
and the Kenan Transport Co. (1996) . Previously, he was a Director of First
American Corporation (bank holding company, 1979-1996). In addition, Mr.
McCoy serves as a member of the Board of Visitors for the University of North
Carolina at Chapel Hill (1994) and for the Kenan - Flager Business School
(University of North Carolina at Chapel Hill , 1988 ).
Gerald C. McDonough Chairman of G.M. Management Group (strategic advisory services). Prior to his 1989
(68) retirement in July 1988, he was Chairman and Chief Executive Officer of
Leaseway Transportation Corp. (physical distribution services). Mr. McDonough is
a Director of Brush-Wellman Inc. (metal refining), York International Corp. (air
conditioning and refrigeration), Commercial Intertech Corp. (hydraulic systems,
building systems, and metal products, 1992), CUNO, Inc. (liquid and gas filtration
products, 1996), and Associated Estates Realty Corporation (a real estate
investment trust, 1993). Mr. McDonough served as a Director of ACME-Cleveland
Corp. (metal working, telecommunications, and electronic products) from
1987-1996.
Marvin L. Mann Chairman of the Board, President, and Chief Executive Officer of Lexmark 1993
(64) International, Inc. (office machines, 1991). Prior to 1991, he held the positions
of Vice President of International Business Machines Corporation ("IBM") and
President and General Manager of various IBM divisions and subsidiaries.
Mr. Mann is a Director of M.A. Hanna Company (chemicals, 1993) and Infomart
(marketing services, 1991), a Trammell Crow Co. In addition, he serves as the
Campaign Vice Chairman of the Tri-State United Way (1993) and is a member
of the University of Alabama President's Cabinet.
Robert C. Pozen Senior Vice President (effective August 1, 1997), President and a Director of --
(51) FMR (1997); and President and a Director of FMR Texas Inc. (1997), Fidelity
Management & Research (U.K.) Inc. (1997), and Fidelity Management &
Research (Far East) Inc. (1997). Previously, Mr. Pozen served as General
Counsel, Managing Director, and Senior VIce President of FMR Corp.
Thomas R. Williams President of The Wales Group, Inc. (management and financial advisory services). 1989
(6 9 ) Prior to retiring in 1987, Mr. Williams served as Chairman of the Board of First
Wachovia Corporation (bank holding company), and Chairman and Chief
Executive Officer of The First National Bank of Atlanta and First Atlanta
Corporation (bank holding company). He is currently a Director of BellSouth
Corporation (telecommunications), ConAgra, Inc. (agricultural products), Fisher
Business Systems, Inc. (computer software), Georgia Power Company (electric
utility), Gerber Alley & Associates, Inc. (computer software), National Life
Insurance Company of Vermont, American Software, Inc., and AppleSouth, Inc.
(restaurants, 1992).
</TABLE>
_______________
** Except as otherwise indicated, each individual has held the office shown
or other offices in the same company for the last five years.
As of M ay 31, 1997 the nominees and officers of the trust owned, in
the aggregate, less than 1% of each fund ' s outstanding
shares.
If elected, the Trustees will 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) a Trustee
may be removed at any Special Meeting of shareholders by a two-thirds vote
of the outstanding voting securities of the trust. In case a vacancy shall
for any reason exist, the remaining Trustees will fill such vacancy by
appointing another Trustee, so long as, immediately after such appointment,
at least two-thirds of the Trustees have been elected by shareholders. If,
at any time, less than a majority of the Trustees holding office has been
elected by the shareholders, the Trustees then in office will promptly call
a shareholders' meeting for the purpose of electing a Board of Trustees.
Otherwise, there will normally be no meeting of shareholders for the
purpose of electing Trustees.
The trust's Board, which is currently composed of three interested and
nine non-interested Trustees, met eleven times during the twelve months
ended October 31, 1996. It is expected that the Trustees will meet at least
ten times a year at regularly scheduled meetings.
The trust's Audit Committee is composed entirely of Trustees who are not
interested persons of the trust, FMR or its affiliates and normally meets
four times a year, or as required, prior to meetings of the Board of
Trustees. Currently, Messrs. Kirk (Chairman), Gates, McCoy a nd Mrs .
Davis are members of the committee. The committee oversees and monitors the
trust's internal control and structure, its auditing function and its
financial reporting process, including the resolution of material reporting
issues. The committee recommends to the Board of Trustees the appointment
of auditors for the trust. It reviews audit plans, fees and other material
arrangements in respect of the engagement of auditors, including all
non-audit services to be performed. It reviews the qualifications of key
personnel involved in the foregoing activities. The committee plays an
oversight role in respect of the trust's investment compliance procedures
and the code of ethics. During the twelve months ended October 31, 1996,
the Committee held four meetings.
The trust's Nominating and Administration Committee is currently composed
of Messrs. McDonough (Chairman), Jones, and Williams. The committee members
confer periodically and hold meetings as required. The committee makes
nominations for independent trustees, and for membership on committees. The
committee periodically reviews procedures and policies of the Board of
Trustees and committees. It acts as the administrative committee under the
Retirement Plan for non-interested trustees who retired prior to December
30, 1996. It monitors the performance of legal counsel employed by the
trust and the independent trustees. The committee in the first instance
monitors compliance with, and acts as the administrator of the provisions
of the code of ethics applicable to the independent trustees. During the
twelve months ended October 31, 1996, the committee held four meetings. The
Nominating and Administration Committee will consider nominees recommended
by shareholders. Recommendations should be submitted to the committee in
care of the Secretary of the Trust. The trust does not have a compensation
committee; such matters are considered by the Nominating and Administration
Committee.
1The following table sets forth information describing the compensation of
each Trustee or Member of the Advisory Board of each fund for his or her
services for the fiscal year ended October 31, 1996, or calendar year ended
December 31, 1996, as applicable.
COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Aggregate J. Gary Ralph Phyllis Richard Edward E. Donald Peter William Gerald Edward Marvin Thomas
Compensation Burkhead F. Burke J.Flynn C. John- Bradley J. S. O. C. H. L. R.
from a Fund ** Cox Davis *** son 3d Jones Kirk Lynch McCoy McDono Malone Mann Williams
(dagger) ** ** **** ugh ***
Canada FundB $ 0 $ 60 $ 60 $ 75 $ 0 $ 61 $ 61 $ 0 $ 20 $ 60 $ 59 $ 59 $ 61
Emerging 0 469 442 560 0 446 451 0 222 447 458 458 452
Markets FundC
Europe FundD 0 193 187 239 0 189 192 0 91 190 189 189 192
International 0 348 337 427 0 341 344 0 157 340 340 340 344
Growth &
Income FundE
Overseas 0 1,016 925 1,176 0 934 945 0 461 937 991 989 946
FundF,I
Pacific Basin 0 206 193 245 0 194 197 0 105 196 201 201 198
FundG
Worldwide 0 265 256 326 0 259 262 0 127 259 259 259 262
FundH
TOTAL $ 0 $ 137,700 $ 134,700 $ 168,000 $ 0 $ 134,700 $ 136,200 $ 0 $ 85,333 $ 136,20 $ 136,200 $ 134,700 $ 136,200
COMPENSATI 0
ON FROM
THE FUND
COMPLEX*,A
</TABLE>
* Information is for calendar year ended December 31, 1996 for 235 funds in
the complex.
** Interested trustees of the fund s are compensated by FMR.
*** Richard J. Flynn and Edward H. Malone served on the Board of Trustees
through December 31, 1996.
**** During the period from May 1, 1996 to December 31, 1996, William O.
McCoy served as a member of the Advisory Board of the trust.
(dagger) J. Gary Burkhead serves on the Board of Trustees through August
1, 1997 and, effective August 1, 1997, will serve as a Member of the
Advisory Board of the trust.
A Compensation figures include cash, a pro rata portion of benefits accrued
under the retirement program for the period ended December 30, 1996 and
required to be deferred, and may include amounts deferred at the election
of Trustees.
B The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $2, Phyllis
Burke Davis, $2, Richard J. Flynn, $0, E. Bradley Jones, $2, Donald J.
Kirk, $2, William O. McCoy, $0, Gerald C. McDonough, $2, Edward H. Malone,
$2, Marvin L. Mann, $2 and Thomas R. Williams, $2.
C The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $18, Phyllis
Burke Davis, $18, Richard J. Flynn, $0, E. Bradley Jones, $18, Donald J.
Kirk, $18, William O. McCoy, $0, Gerald C. McDonough, $18, Edward H.
Malone, $18, Marvin L. Mann, $18 and Thomas R. Williams, $18.
D The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $7, Phyllis
Burke Davis, $7, Richard J. Flynn, $0, E. Bradley Jones, $7, Donald J.
Kirk, $7, William O. McCoy, $0, Gerald C. McDonough, $7, Edward H. Malone,
$7, Marvin L. Mann, $7 and Thomas R. Williams, $7.
E The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $13, Phyllis
Burke Davis, $13, Richard J. Flynn, $0, E. Bradley Jones, $13, Donald J.
Kirk, $13, William O. McCoy, $0, Gerald C. McDonough, $13, Edward H.
Malone, $13, Marvin L. Mann, $13 and Thomas R. Williams, $13.
F The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $37, Phyllis
Burke Davis, $37, Richard J. Flynn, $0, E. Bradley Jones, $37, Donald J.
Kirk, $37, William O. McCoy, $0, Gerald C. McDonough, $37, Edward H.
Malone, $37, Marvin L. Mann, $37 and Thomas R. Williams, $37.
G The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $8, Phyllis
Burke Davis, $8, Richard J. Flynn, $0, E. Bradley Jones, $8, Donald J.
Kirk, $8, William O. McCoy, $0, Gerald C. McDonough, $8, Edward H. Malone,
$8, Marvin L. Mann, $8 and Thomas R. Williams, $8.
H The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $10, Phyllis
Burke Davis, $10, Richard J. Flynn, $0, E. Bradley Jones, $10, Donald J.
Kirk, $10, William O. McCoy, $0, Gerald C. McDonough, $10, Edward H.
Malone, $10, Marvin L. Mann, $10 and Thomas R. Williams, $10.
I For the fiscal year ended October 31, 1996, certain of the non-interested
Trustees' aggregate compensation from Fidelity Overseas Fund includes
accrued voluntary deferred compensation as follows: Ralph F. Cox, $903,
Edward H. Malone, $878, Marvin L. Mann, $876.
Under a retirement program adopted in July 1988 and modified in November
1995 and November 1996, each non-interested Trustee who retired before
December 30, 1996 may receive payments from a Fidelity fund during his or
her lifetime based on his or her basic trustee fees and length of service.
The obligation of a fund to make such payments is neither secured nor
funded. A Trustee became eligible to participate in the program at the end
of the calendar year in which he or she reached age 72, provided that, at
the time of retirement, he or she had served as a Fidelity fund Trustee for
at least five years.
Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 (the Plan), non-interested Trustees must defer
receipt of a portion of, and may elect to defer receipt of an additional
portion of, their annual fees. Amounts deferred under the Plan are treated
as though equivalent dollar amounts had been invested in shares of a
cross-section of Fidelity Funds including funds in each major investment
discipline and representing a majority of Fidelity's assets under
management (the Reference Funds). The amounts ultimately received by the
Trustees under the Plan will be directly linked to the investment
performance of the Reference Funds. Deferral of fees in accordance with the
Plan will have a negligible effect on a fund's assets, liabilities, and net
income per share, and will not obligate a fund to retain the services of
any Trustee or to pay any particular level of compensation to the Trustee.
The funds may invest in the Reference Funds under the Plan without
shareholder approval.
As of December 30, 1996 , the non-interested Trustees terminated the
retirement program for Trustees who retire after such date. In connection
with the termination of the retirement program, each then-existing
non-interested Trustee received a credit to his or her Plan account equal
to the present value of the estimated benefits that would have been payable
under the retirement program. The amounts credited to the non-interested
Trustees' Plan accounts are subject to vesting and are treated as though
equivalent dollar amounts had been invested in shares of the Reference
Funds. The amounts ultimately received by the Trustees in connection with
the credits to their Plan accounts will be directly linked to the
investment performance of the Reference Funds. The termination of the
retirement program and related crediting of estimated benefits to the
Trustees' Plan accounts did not result in a material cost to the funds.
As of May 31, 1997, the Trustees and officers of each fund owned, in the
aggregate, less than 1% of each fund's total outstanding shares.
2. TO RATIFY THE SELECTION OF COOPERS & LYBRAND L.L.P. AND PRICE WATERHOUSE
LLP AS INDEPENDENT ACCOUNTANTS OF THE TRUST.
By a vote of the non-interested Trustees, the firms of Coopers & Lybrand
L.L.P. and Price Waterhouse LLP have been selected as independent
accountants for the trust to sign or certify any financial statements of
the trust required by any law or regulation to be certified by an
independent accountant and filed with the Securities and Exchange
Commission (SEC) or any state. Coopers & Lybrand L.L.P. has been selected
to serve as the independent accountant for Fidelity Canada Fund, Fidelity
Diversified International Fund, Fidelity Emerging Markets Fund, Fidelity
Europe Fund, Fidelity Global Bond Fund, Fidelity International Growth &
Income Fund, Fidelity International Value Fund, Fidelity Japan Fund,
Fidelity Overseas Fund, Fidelity Pacific Basin Fund and Fidelity Worldwide
Fund . Price Waterhouse LLP has been selected to serve as the
independent accountant for Fidelity Europe Capital Appreciation Fund,
Fidelity France Fund, Fidelity Germany Fund, Fidelity Hong Kong and China
Fund, Fidelity Japan Small Companies Fund, Fidelity Latin America Fund,
Fidelity New Markets Income Fund, Fidelity Nordic Fund, Fidelity Southeast
Asia Fund, and Fidelity United Kingdom Fund. Pursuant to the 1940 Act, such
selection requires the ratification of shareholders. In addition, as
required by the 1940 Act, the vote of the Trustees is subject to the right
of the trust, by vote of a majority of its outstanding voting securities at
any meeting called for the purpose of voting on such action, to terminate
such employment without penalty. Coopers & Lybrand L.L.P. and Price
Waterhouse LLP have advised the trust that each has no direct or material
indirect ownership interest in the trust.
The independent accountants examine annual financial statements for the
funds and provide other audit and tax-related services. In recommending the
selection of the trust's accountants, the Audit Committee reviewed the
nature and scope of the services to be provided (including non-audit
services) and whether the performance of such services would affect the
accountants' independence. Representatives of Coopers & Lybrand L.L.P. and
Price Waterhouse LLP are not expected to be present at the Meeting, but
have been given the opportunity to make a statement if they so desire and
will be available should any matter arise requiring their presence.
3. TO AMEND THE DECLARATION OF TRUST TO PROVIDE DOLLAR-BASED VOTING RIGHTS
FOR SHAREHOLDERS OF THE TRUST.
The Board of Trustees has approved, and recommends that shareholders of
the trust approve a proposal to amend Article VIII, Section 1 of the
Declaration of Trust. The amendment would provide voting rights based on a
shareholder's total dollar interest in a fund (dollar-based voting), rather
than on the number of shares owned, for all shareholder votes for a fund.
As a result, voting power would be allocated in proportion to the value of
each shareholder's investment.
BACKGROUND. Fidelity Canada Fund, Fidelity Emerging Markets Fund, Fidelity
Europe Fund, Fidelity International Growth & Income Fund, Fidelity Overseas
Fund, Fidelity Pacific Basin Fund, and Fidelity Worldwide Fund are funds of
Fidelity Investment Trust, an open-end management investment company
organized as a Massachusetts business trust . T here are 14 other
funds in the trust. The other funds in the trust are Fidelity Diversified
International Fund, Fidelity Europe Capital Appreciation Fund, Fidelity
France Fund, Fidelity Germany Fund, Fidelity Global Bond Fund, Fidelity
Hong Kong and China Fund, Fidelity International Value Fund, Fidelity Japan
Fund, Fidelity Japan Small Companies Fund, Fidelity Latin America Fund,
Fidelity New Markets Income Fund, Fidelity Nordic Fund, Fidelity Southeast
Asia Fund and Fidelity United Kingdom Fund. Shareholders of each fund vote
separately on matters concerning only that fund and vote on a trust-wide
basis on matters that a ffect the trust as a whole, such as electing
trustees or amending the Declaration of Trust. Currently, under the
Declaration of Trust, each share is entitled to one vote, regardless of the
relative value of the shares of each fund in the trust.
The original intent of the one-share, one-vote provision was to provide
equitable voting rights to all shareholders as required by the 1940 Act. In
the case where a trust has several series or funds, such as Fidelity
Investment Trust, voting rights may have become disproportionate since the
net asset value per share (NAV) of the separate funds generally diverge
over time. The Staff of the Securities and Exchange Commission (SEC) has
issued a "no-action" letter permitting a trust to seek shareholder approval
of a dollar-based voting system. The proposed amendment will comply with
the conditions stated in the no-action letter.
REASON FOR PROPOSAL. If approved, the amendment would provide a more
equitable distribution of voting rights for certain votes than the
one-share, one-vote system currently in effect. The voting power of each
shareholder would be commensurate with the value of the shareholder's
dollar investment rather than with the number of shares held.
Under the current voting provisions, an investment in a fund with a lower
NAV may have significantly greater voting power than the same dollar amount
invested in a fund with a higher NAV. The table below shows a hypothetical
example of this.
Fund Net Asset Value $1,000
investment in
terms of
number of
shares
A $ 10.00 100.000
B $ 7.57 132.100
C $ 10.93 91.491
D $ 1.00 1,000.000
For example, Fund D shareholders would have ten times the voting power of
Fund A shareholders, because a $1,000 investment in Fund D would buy ten
times as many shares as a $1,000 investment in Fund A. Accordingly, a
one-share, one-vote system may provide certain shareholders with a
disproportionate ability to affect the vote relative to shareholders of
other funds in the trust. If dollar-based voting had been in effect, each
shareholder would have had 1,000 voting shares. Their voting power would be
proportionate to their economic interest, which FMR believes is a more
equitable result, and which is the result with respect to a typical
corporation where each voting share generally has an equal market price.
On matters requiring trust-wide votes where all funds are required to
vote, shareholders who own shares with a lower NAV than other funds in the
trust would be giving other shareholders in the trust more voting "power"
than they currently have. On matters affecting only one fund, only
shareholders of that fund vote on the issue. In this instance, under both
the current Declaration of Trust and an amended Declaration of Trust, all
shareholders of the fund would have the same voting rights, since the NAV
is the same for all shares in a single fund.
AMENDMENT TO THE DECLARATION OF TRUST. Article VIII, Section 1 sets forth
the method of calculating voting rights for all shareholder votes for the
trust. If approved, Article VIII, Section 1, will be amended as follows
(material to be added is underlined and material to be deleted is
[bracketed]):
((ARTICLE VIII))
((SHAREHOLDERS' VOTING POWERS AND MEETINGS))
((VOTING POWERS))
Section 1. The Shareholders shall have power to vote... On any matter
submitted to a vote of the Shareholders, all Shares shall be voted by
individual Series, except (i) when required by the 1940 Act, Shares shall
be voted in the aggregate and not by individual Series; and (ii) when the
Trustees have determined that the matter affects only the interests of one
or more Series, then only the Shareholders of such Series shall be entitled
to vote thereon. [Each whole Share shall be entitled to one vote as to any
matter on which it is entitled to vote, and each fractional Share shall be
entitled to a proportionate fractional vote.] A ((Shareholder of each
Series shall be entitled to one vote for each dollar of net asset value
(number of Shares owned times net asset value per share) of such Series, on
any matter on which such Shareholder is entitled to vote and each
fractional dollar amount shall be entitled to a proportionate fractional
vote)). There shall be no cumulative voting in the election of
Trustees. Shares may be voted in person or by proxy. Until Shares are
issued, the Trustees may exercise all rights of Shareholders and may take
any action required or permitted by law, this Declaration of Trust or any
Bylaws of the Trust to be taken by Shareholders.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit the trust and its shareholders. The Trustees recommend voting FOR
the proposal. The amendment will become effective upon shareholder
approval. If the proposal is not approved by the shareholders of the
trust, Article VIII, Section 1 of the Declaration of Trust will
remain unchanged.
4. TO AMEND THE DECLARATION OF TRUST REGARDING SHAREHOLDER NOTIFICATION OF
APPOINTMENT OF TRUSTEES.
The trust's Declaration of Trust provides that in the case of a vacancy on
the Board of Trustees, the remaining Trustees shall fill the vacancy by
appointing a person they, in their discretion, see fit, consistent with the
limitations of the 1940 Act. Section 16 of the 1940 Act states that a
vacancy may be filled by the Trustees, if after filling the vacancy, at
least two-thirds of the Trustees then holding office were elected by the
holders of the outstanding voting securities of the trust. It also states
that if at any time less than 50% of the Trustees were elected by
shareholders, a shareholder meeting must be called within 60 days for the
purposes of electing Trustees to fill the existing vacancies.
The Declaration of Trust currently requires that within three months of a
Trustee appointment, notification of such be mailed to each shareholder of
the trust. Trustees may appoint a Trustee in anticipation of a current
Trustee's retirement or resignation, or in the event of an increase in the
number of Trustees. The current Declaration of Trust also requires
shareholder notification within three months of such an appointment.
The Trustees recommend that shareholders of the trust vote to eliminate
the notification requirement from the trust's Declaration of Trust. The
language to be deleted from the Declaration of Trust is [bracketed].
((ARTICLE IV))
((THE TRUSTEES))
((RESIGNATION AND APPOINTMENT OF TRUSTEES))
Section 4. In case of the declination, death, resignation, retirement,
removal, incapacity, or inability of any of the Trustees, or in case a
vacancy shall, by reason of an increase in number, or for any other reason,
exist, the remaining Trustees shall fill such vacancy by appointing such
other person as they in their discretion shall see fit consistent with the
limitations under the Investment Company Act of 1940. Such appointment
shall be evidenced by a written instrument signed by a majority of the
Trustees in office or by recording in the records of the Trust, whereupon
the appointment shall take effect. [Within three months of such appointment
the Trustees shall cause notice of such appointment to be mailed to each
Shareholder at his address as recorded on the books of the trust.] An
appointment of a Trustee may be made by the Trustees then in office [and
notice thereof mailed to Shareholders as aforesaid] in anticipation of a
vacancy to occur by reason of retirement, resignation or increase in number
of Trustees effective at a later date, provided that said appointment shall
become effective only at or after the effective date of said retirement,
resignation or increase in number of Trustees. As soon as any Trustee so
appointed shall have accepted this trust, the trust estate shall vest in
the new Trustee or Trustees, together with the continuing Trustees, without
any further act or conveyance, and he shall be deemed a Trustee hereunder.
The power of appointment is subject to the provisions of Section 16 (a) of
the 1940 Act.
Notifying a trust's shareholders in the event of an appointment of a
Trustee is not required by any federal or state law. Such notification to
all shareholders of a trust would be costly to the funds of the trust. If
the proposal is approved, shareholders will be notified of Trustee
appointments in the next financial report for the fund. Other than
eliminating the notification requirement, this proposal does not amend any
other aspect of Trustee resignation or appointment.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit the trust and its shareholders. The Trustees recommend voting FOR
the proposal. The amendment will become effective upon shareholder
approval. If the proposal is not approved by the shareholders of the
trust, Article IV, Section 4 of the Declaration of Trust will remain
unchanged.
5. TO AMEND THE DECLARATION OF TRUST TO PROVIDE EACH FUND WITH THE ABILITY
TO INVEST ALL OF ITS ASSETS IN ANOT H ER OPEN -END INVESTMENT
COMPANY.
The Board of Trustees has approved, and recommends that shareholders of
the trust approve, a proposal to amend Article V, Section 1 of the
Declaration of Trust to clarify that the Trustees may authorize the
investment of all of a fund's assets in another open-end investment company
("Master Feeder Fund Structure"). The purpose of a Master Feeder Fund
Structure is to achieve operational efficiencies by consolidating portfolio
management while maintaining different distribution and servicing
structures. In order to implement a Master Feeder Fund Structure, both the
Declaration of Trust and the funds' policies must permit the structure.
Currently, each fund's policies do not allow for such investments. Proposal
6 on page seeks the approval of each fund's shareholders to adopt a
fundamental investment policy to permit investment in another open-end
investment company. This proposal, which amends the Declaration of Trust,
clarifies the Board's ability to implement the Master Feeder Fund Structure
if a fund's policies permit it.
BACKGROUND. A number of mutual funds have developed so called
"master-feeder" fund structures under which several "feeder" funds invest
all of their assets in a single pooled investment, or "master" fund. For
example, an institutional equity fund with a high initial minimum
investment amount for large investors might pool its investments with an
equity fund with low minimums designed for retail investors. Th e
structure in this example allows several Feeder Funds with
substantially the same objective but different distribution and servicing
features to combine their investments and manage them as one Master Fund
instead of managing them separately. The Feeder Funds combine their
investments by investing all of their assets in one Master Fund. (Each
Feeder Fund invested in a single Master Fund retains its own
characteristics, but is able to achieve operational efficiencies by
investing together with the other Feeder Funds in the Master Feeder Fund
Structure.) The current Declaration of Trust does not specifically provide
the Trustees the ability to authorize the Master Feeder Fund Structure.
REASON FOR THE PROPOSAL. FMR and the Board of Trustees continually review
methods of structuring mutual funds to take maximum advantage of potential
efficiencies. While neither FMR nor the Trustees has determined that a fund
should invest in a Master Fund, the Trustees believe it could be in the
best interest of each fund to adopt such a structure at a future date. If
this proposal is approved, the Declaration of Trust amendment would provide
the Trustees with the power to authorize a fund to invest all of its assets
in a single open-end investment company. The Trustees will authorize such a
transaction only if a Master Feeder Fund Structure is permitted under the
fund's investment policies (see Proposal 6), if they determine that a
Master Feeder Fund Structure is in the best interest of a fund, and if,
upon advice of counsel, they determine that the investment will not have
material adverse tax consequences to each fund or its shareholders. The
Trustees will specifically consider the impact, if any, on fees paid by the
fund as a result of adopting a Master Feeder Fund Structure. Although the
current Declaration of Trust does not contain any explicit prohibition
against implementing a Master Feeder Fund Structure, the specific authority
is being sought in the event the Trustees deem it appropriate to adopt a
Master Feeder Fund Structure in the future.
AMENDMENT TO THE DECLARATION OF TRUST. If the proposal is approved,
Article V, Section 1 of the Declaration of Trust will be amended as
follows: (material to be added is ((underlined))):
"Subject to any applicable limitation in the Declaration of Trust or the
Bylaws of the Trust, the Trustees shall have the power and authority:
(((t ) Notwithstanding any other provision hereof, to invest all of the
assets of any series in a single open-end investment company, including
investment by means of transfer of such assets in exchange for an interest
or interests in such investment company;"))
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit the trust and its shareholders. The Trustees recommend voting FOR
the proposal. The amendment will become effective upon shareholder
approval. If the proposal is not approved by the shareholders of trust,
Article V, Section 1 of the Declaration of Trust will remain
unchanged.
6. TO ADOPT A NEW FUNDAMENTAL INVESTMENT POLICY FOR EACH FUND PERMITTING
EACH FUND TO INVEST ALL OF ITS ASSETS IN ANOTHER OPEN-END INVESTMENT
COMPANY WITH SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE AND POLICIES.
The Board of Trustees has approved, and recommends that shareholders of
each fund approve, the adoption of a new fundamental investment policy that
would permit each fund to invest all of its assets in another open-end
investment company with substantially the same investment objective and
policies ("Master Feeder Fund Structure"). The purpose of the Master Feeder
Fund Structure would be to achieve operational efficiencies by
consolidating portfolio management while maintaining different distribution
and servicing structures.
BACKGROUND. A number of mutual funds have developed so called
"master-feeder" fund structures under which several "feeder" funds invest
all of their assets in a single "master" fund. In order to implement a
Master Feeder Fund Structure, an amendment to the Declaration of Trust is
proposed, as is the adoption of a new fundamental investment policy.
Proposal 5 proposes to amend the Declaration of Trust to allow the Trustees
to authorize the conversion to a Master Feeder Fund Structure when
permitted by each fund's policies. This proposal would add a fundamental
policy for each fund that permits a Master Feeder Fund Structure.
REASON FOR THE PROPOSAL. FMR and the Board of Trustees continually review
methods of structuring mutual funds to take advantage of potential
efficiencies. While neither the Board nor FMR has determined that each fund
should invest in a Master Fund, the Trustees believe it could be in the
best interests of each fund to adopt such a structure at a future date.
At present, certain of each fund's fundamental investment policies and
limitations would prevent each fund from investing all of its assets in
another investment company, and would require a vote of shareholders before
such a structure could be adopted. To avoid the costs associated with a
subsequent shareholder meeting, the Trustees recommend that shareholders
vote to permit each fund's assets to be invested in a single Master Fund,
without a further vote of shareholders. The Trustees will authorize such an
investment only if they determine that action to be in the best interests
of each fund and its shareholders and if, upon advice of counsel, they
determine that the investment will not have material adverse tax
consequences to each fund. Approval of Proposal 5 provides the Trustees
with explicit authority to approve a Master Feeder Fund Structure. If
shareholders approve this proposal, certain fundamental and non-fundamental
policies and limitations of each fund that currently prohibit investment in
shares of one investment company would not apply to permit the investment
in a Master Fund managed by FMR or its affiliates or successor. These
policies include each fund's limitations on concentration, diversification,
and underwriting.
DISCUSSION. FMR may manage a number of mutual funds with similar
investment objectives, policies, and limitations but with different
features and services (Comparable Funds). Were these Comparable Funds to
pool their assets, operational efficiencies could be achieved, offering the
opportunity to reduce costs. Similarly, FMR anticipates that a Master
Feeder Fund Structure would facilitate the introduction of new Fidelity
mutual funds, increasing the investment options available to shareholders.
Each fund's method of operation and shareholder services would not be
materially affected by its investment in a Master Fund, except that the
assets of each fund would be managed as part of a larger pool. Were each
fund to invest all of its assets in a Master Fund, it would hold only a
single investment security, and the Master Fund would directly invest in
individual securities pursuant to its investment objective. The Master Fund
would be managed by FMR or an affiliate, such as FMR Texas, Inc. in the
case of a money market fund. The Trustees would retain the right to
withdraw each fund's investments from a Master Fund at any time and would
do so if the Master Fund's investment objective and policies were no longer
appropriate for each fund. Each fund would then resume investing directly
in individual securities as it does currently. Whenever a Feeder Fund is
asked to vote at a shareholder meeting of the Master Fund, the Feeder Fund
will hold a meeting of its shareholders if required by applicable law or
the Feeder Fund's policies to vote on the matters to be considered at the
Master Fund shareholder meeting. The fund will cast its votes at the Master
Fund meeting in the same proportion as the fund's shareholders voted at
their meeting.
At present, the Trustees have not considered any specific proposal to
authorize pooling of assets. The Trustees will authorize investing each
fund's assets in a Master Fund only if they determine that pooling is in
the best interests of each fund and if, upon advice of counsel, they
determine that the investment will not have material adverse tax
consequences to each fund or its shareholders. In determining whether to
invest in a Master Fund, the Trustees will consider, among other things,
the opportunity to reduce costs and to achieve operational efficiencies.
The Trustees will not authorize investment in a Master Fund if doing so
would materially increase costs (including fees) to shareholders.
FMR may benefit from the use of a Master Feeder Fund Structure if overall
assets under management are increased (since FMR's fees are based on
assets). Also, FMR's expenses of providing investment and other services to
each fund may be reduced. If a fund's investment in a Master Fund were to
reduce FMR's expenses materially, the Trustees would consider whether a
reduction in FMR's management fee would be appropriate if and when a Master
Feeder Fund Structure is implemented.
PROPOSED FUNDAMENTAL POLICY. To allow each fund to invest in a Master Fund
at a future date, the Trustees recommend that each fund adopt the following
fundamental policy:
"The fund may, notwithstanding any other fundamental investment policy or
limitation, invest all of its assets in the securities of a single open-end
management investment company managed by Fidelity Management & Research
Company or an affiliate or successor with substantially the same
fundamental investment objective, policies, and limitations as the fund."
If the proposal is adopted, the Trustees intend to adopt a non-fundamental
investment limitation for each fund which states:
"The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company managed by
Fidelity Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund."
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit each fund and its shareholders. The Trustees recommend voting FOR
the proposal. Upon shareholder approval, the changes will become effective
when the disclosure is revis ed to reflect the changes. If the
proposal is not approved by the shareholders of a fund, that fund's current
fundamental investment policies will remain unchanged with respect to
potential investment in Master Funds.
7. TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR EACH OF FIDELITY
EMERGING MARKETS FUND, FIDELITY INTERNATIONAL GROWTH & INCOME FUND, AND
FIDELITY WORLDWIDE FUND.
The Board of Trustees, including the Trustees who are not "interested
persons" of the Trust or of FMR (the Independent Trustees), has approved,
and recommends that the shareholders of the funds approve a proposal to
adopt an amended management contract with Fidelity Management & Research
Company (FMR) (the Amended Contracts). The Amended Contracts modify the
management fee that FMR receives from each fund to provide for lower fees
when FMR's assets under management exceed certain levels. THE AMENDED
CONTRACTS WILL RESULT IN A MANAGEMENT FEE THAT IS THE SAME AS, OR LOWER
THAN, THE FEE PAYABLE UNDER THE PRESENT MANAGEMENT CONTRACTS (THE PRESENT
CONTRACTS). (For information on FMR, see the section entitled "Activities
and Management of FMR" on page .)
PROPOSED AMENDMENTS TO THE PRESENT MANAGEMENT CONTRACTS Copies of each
fund's Amended Contract, marked to indicate the proposed amendment, is
supplied as Exhibits 1 through 3 on pages through . Except
for the modifications discussed above, they are substantially identical to
the Present Contracts. (For a detailed discussion of each fund's Present
Contract, refer to the section entitled "Present Management Contracts"
beginning on page .) If approved by shareholders, the Amended Contracts
will take effect on the first day of the first month following approval and
will remain in effect through July 31, 1998 and thereafter, but only as
long as its continuance is approved at least annually by (i) the vote, cast
in person at a meeting called for the purpose, of a majority of those
Trustees who are not "interested persons" of the trust or FMR (the
Independent Trustees) and (ii) the vote of either a majority of the
Trustees or by the vote of a majority of the outstanding shares of each
fund. If the Amended Contracts are not approved, the Present Contracts will
continue in effect through July 31, 1998, and thereafter only as long as
its continuance is approved at least annually by (i) the vote, cast in
person at a meeting called for the purpose, of a majority of the
Independent Trustees and (ii) the vote of either a majority of the Trustees
or by the vote of a majority of the outstanding shares of each fund.
The management fee is an annual percentage of each fund's average net
assets (the management fee rate), calculated and paid monthly. The
management fee rate is the sum of two components: a Group Fee Rate, which
varies according to assets under management by FMR, and a fixed Individual
Fund Fee Rate. The Amended Contracts modify the Group Fee Rate by providing
for lower fee rates if FMR's assets under management remain above $210
billion.
MODIFICATION TO GROUP FEE RATE. The Group Fee Rate varies based upon the
monthly average of the aggregate net assets of all registered investment
companies having management contracts with FMR (assets under management by
FMR). For example, as assets under management by FMR increase, the Group
Fee Rate declines. The Amended Contracts would not change the group fee
calculation for assets under management by FMR of $210 billion or less.
Above $210 billion in assets under FMR's management, the Group Fee Rate
declines under both the Present Contracts and the Amended Contacts, but
under the Amended Contracts, it declines faster. Group Fee Rates that are
lower than those contained in each fund's Present Contract have been
voluntarily implemented by FMR on November 1, 1993, August 1, 1994, and
January 1, 1996.
The Group Fee Rate is calculated according to a graduated schedule
providing for different rates for different levels of assets under
management by FMR. The rate at which the Group Fee Rate declines is
determined by fee "breakpoints" that provide for lower fee rates when
assets increase. The Amended Contracts add 10 new fee breakpoints for
assets under FMR's management above $210 billion as illustrated in the
following table. (For an explanation of how the Group Fee Rate is used to
calculate the management fee, see the section entitled "Present Management
Contracts" beginning on page .)
GROUP FEE RATE BREAKPOINTS
PRESENT CONTRACT AMENDED CONTRACT
Average Group Present Average Group Amended
Assets Contract* Assets Contract
($ billions) ($ billions)
Over 174 .3000% 174 - 210 .3000%
210 - 246 .2950%
246 - 282 .2900%
282 - 318 .2850%
318 - 354 .2800%
354 - 390 .2750%
390 - 426 .2700%
426 - 462 .2650%
462 - 498 .2600%
498 - 534 .2550%
Over 534 .2500%
The result at various levels of group net assets is illustrated by the
table below.
EFFECTIVE GROUP FEE RATES
Group Present Amended
Assets Contract * Contract
($ billions)
150 0.3371% 0.3371%
200 0.3284% 0.3284%
250 0.3227% 0.3219%
300 0.3190% 0.3163%
350 0.3162% 0.3113%
400 0.3142% 0.3067%
450 0.3126% 0.3024%
500 0.3114% 0.2982%
550 0.3103% 0.2942%
* Does not reflect voluntary adoption of extended group fee rate schedules
by FMR on November 1, 1993, August 1, 1994, and January 1, 1996.
Assets under FMR's management for May 31, 1997 were approximately
$ 482 billion.
COMPARISON OF MANAGEMENT FEES. For May 1997, average assets under
management by FMR were $ 482 billion. The funds' management fee rate
under the Amended Contracts would have been 0.7497 %, compared to
0.7618 % under the Present Contracts. The management fee rate will
remain the same for each fund under both the Present Contracts and the
Amended Contracts until assets under FMR's management exceed $210 billion,
at which point the management fee rate under the Amended Contracts begins
to decline relative to the Present Contracts. The following chart compares
each fund's management fee under the terms of the Present Contracts for the
fiscal year ended October 31, 1996 to the management fee each fund would
have incurred if the Amended Contracts had been in effect.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Present Contract Amended Contract Percentage Difference
Management Fee* Management Fee
Emerging Markets $ 10,153,772 $ 10,054,929 (0.97%)
International Growth & $ 7,500,950 $ 7,427,387 (0.98%)
Income
Worldwide $ 5,816,585 $ 5,758,962 (0.99%)
</TABLE>
* Does not reflect voluntary adoption of extended group fee rate schedules
by FMR on November 1, 1993, August 1, 1994, and January 1, 1996.
MATTERS CONSIDERED BY THE BOARD
The mutual funds for which the members of the Board of Trustees serve as
Trustees are referred to herein as the "Fidelity funds." The Board of
Trustees meets eleven times a year. The Board of Trustees, including the
Independent Trustees, believe that matters bearing on the appropriateness
of each fund's management fees are considered at most, if not all, of their
meetings. While the full Board of Trustees or the Independent Trustees, as
appropriate, act on all major matters, a significant portion of the
activities of the Board of Trustees (including certain of those described
herein) are conducted through committees. The Independent Trustees meet
frequently in executive session and are advised by independent legal
counsel selected by the Independent Trustees.
The proposal to present the Amended Contracts to shareholders was approved
by the Board of Trustees for each fund, including the Independent Trustees,
on October 9, 1996. The Board of Trustees considered and approved the
modifications to the Group Fee Rate schedule during the two month periods
from November to December 1995, June to July 1994, and September to October
1993. The Board of Trustees received materials relating to the Amended
Contracts in advance of the meeting at which the Amended Contracts were
considered, and had the opportunity to ask questions and request further
information in connection with such consideration.
INFORMATION RECEIVED BY THE INDEPENDENT TRUSTEES. In connection with their
monthly meetings Trustees receive materials specifically relating to the
Amended Contracts. These materials include: (i) information on the
investment performance of each fund, a peer group of funds and an
appropriate index or combination of indices, (ii) sales and redemption data
in respect of each fund, (iii) the economic outlook and the general
investment outlook in the markets in which each fund invests, and (iv)
notable changes in each fund's investments. The Board of Trustees and the
Independent Trustees also consider periodically other material facts such
as (1) FMR's results and financial condition, (2) arrangements in respect
of the distribution of each fund's shares, (3) the procedures employed to
determine the value of each fund's assets, (4) the allocation of each
fund's brokerage, if any, including allocations to brokers affiliated with
FMR and the use of "soft" commission dollars to pay each fund's expenses
and to pay for research and other similar services, (5) FMR's management of
the relationships with each fund's custodian and subcustodians, (6) the
resources devoted to and the record of compliance with each fund's
investment policies and restrictions and with policies on personal
securities transactions, and (7) the nature, cost, and quality of
non-investment management services provided by FMR and its affiliates.
In response to questions raised by the Independent Trustees, additional
information was furnished by FMR including, among other items, information
on and analysis of (a) the overall organization of FMR, (b) the impact of
performance adjustments to management fees, (c) the choice of performance
indices and benchmarks, (d) the composition of peer groups of funds, (e)
transfer agency and bookkeeping fees paid to affiliates of FMR, (f)
investment performance, (g) investment management staffing, (h) the
potential for achieving further economies of scale, (i) operating expenses
paid to third parties, and (j) the information furnished to investors,
including each fund's shareholders.
In considering the Amended Contracts, the Board of Trustees and the
Independent Trustees did not identify any single factor as all-important or
controlling, and the following summary does not detail all of the matters
considered. Matters considered by the Board of Trustees and the Independent
Trustees in connection with their approval of the Amended Contract include
the following:
INVESTMENT COMPLIANCE AND PERFORMANCE. The Board of Trustees and the
Independent Trustees considered whether each fund has operated within its
investment objective and its record of compliance with its investment
restrictions. They also reviewed monthly each fund's investment performance
as well as the performance of a peer group of mutual funds, and the
performance of an appropriate index or combination of indices.
FMR'S PERSONNEL AND METHODS. The Board of Trustees and the Independent
Trustees annually review a report detailing the background of each fund's
portfolio manager, and each fund's investment objective and discipline. The
Independent Trustees have also had discussions with senior management of
FMR responsible for investment operations, and the senior management of
Fidelity's equity group. Among other things they considered the size,
education and experience of FMR's investment staff, its use of technology,
and FMR's approach to recruiting, training and retaining portfolio managers
and other research, advisory and management personnel.
NATURE AND QUALITY OF OTHER SERVICES. The Board of Trustees and the
Independent Trustees considered the nature, quality, cost and extent of
administrative and shareholder services performed by FMR and affiliated
companies, both under the Amended Contracts and under separate agreements
covering transfer agency functions and pricing, bookkeeping and securities
lending services, if any. The Board of Trustees and the Independent
Trustees have also considered the nature and extent of FMR's supervision of
third party service providers, principally custodians and subcustodians.
EXPENSES. The Board of Trustees and the Independent Trustees considered
each fund's expense ratio and expense ratios of a peer group of funds. They
also considered the amount and nature of fees paid by shareholders.
PROFITABILITY. The Board of Trustees and the Independent Trustees
considered the level of FMR's profits in respect of the management of the
Fidelity funds, including each fund. This consideration included an
extensive review of FMR's methodology in allocating its costs to the
management of each fund. The Board of Trustees and the Independent Trustees
have concluded that the cost allocation methodology employed by FMR has a
reasonable basis and is appropriate in light of all of the circumstances.
They considered the profits realized by FMR in connection with the
operation of each fund and whether the amount of profit is a fair
entrepreneurial profit for the management of each fund. They also
considered the profits realized from non-fund businesses which may benefit
from or be related to each fund's business. The Board of Trustees and the
Independent Trustees also considered FMR's profit margins in comparison
with available industry data, both accounting for and ignoring market
expenses.
ECONOMIES OF SCALE. The Board of Trustees and the Independent Trustees
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 benefitted from any economies of scale, and
whether there is potential for realization of any further economies of
scale. The Board of Trustees and the Independent Trustees have concluded
that FMR's mutual fund business presents some limited opportunities to
realize economies of scale and that these economies are being shared
between fund shareholders and FMR in an appropriate manner. The Independent
Trustees have also concluded that the existing group fee structure should
be continued but determined that it would be appropriate to change the
group fee structure as proposed herein.
OTHER BENEFITS TO FMR. The Board of Trustees and the Independent Trustees
also considered the character and amount of fees paid by each fund and each
fund's shareholders for services provided by FMR and its affiliates,
including fees for services like transfer agency, fund accounting and
direct shareholder services. They also considered the allocation of fund
brokerage to brokers affiliated with FMR and the receipt of sales loads and
payments under Rule 12b-1 plans in respect of certain of the Fidelity
funds. The Board of Trustees and the Independent Trustees also considered
the revenues and profitability of FMR businesses other than its mutual fund
business, including FMR's retail brokerage, correspondent brokerage,
capital markets, trust, investment advisory, pension record keeping, credit
card, insurance, publishing, real estate, international research and
investment funds, and others. The Board of Trustees and the Independent
Trustees considered the intangible benefits that accrue to FMR and its
affiliates by virtue of their relationship with each fund.
OTHER BENEFITS TO SHAREHOLDERS. The Board of Trustees and the Independent
Trustees considered the benefit to shareholders of investing in a fund that
is part of a large family of funds offering a variety of investment
disciplines and providing for a large variety of fund and shareholder
services.
CONCLUSION. Based on their evaluation of all material factors and assisted
by the advice of independent counsel, the Trustees concluded (i) that the
existing management fee structure is fair and reasonable and (ii) that the
proposed modifications to the management fee structure, that is the
reduction of the Group Fee Rate schedule, are in the best interest each
fund's shareholders. The Board of Trustees, including the Independent
Trustees, voted to approve the submission of the Amended Contracts to
shareholders of each fund and recommends that shareholders of the funds
vote FOR the Amended Contracts. If approved by shareholders, the Amended
Contracts will take effect on the first day of the first month following
approval.
8. TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR FIDELITY CANADA FUND.
The Board of Trustees, including the Trustees who are not "interested
persons" of the Trust or of FMR (the Independent Trustees), has approved,
and recommends that shareholders of the fund approve, a proposal to adopt
an amended management contract with FMR (the Amended Contract). The Amended
Contract modifies several aspects of the management fee that FMR receives
from the fund for managing its investments and business affairs.
CURRENT MANAGEMENT FEE. The management fee is calculated and paid monthly,
and is normally expressed as an annual percentage of the fund's average net
assets. The fee has two components: a Basic Fee and a Performance
Adjustment. The Basic Fee is an annual percentage of the fund's average net
assets for the current month. The Basic Fee rate is the sum of a Group Fee
rate, which declines as FMR's fund assets under management increase, and a
fixed individual fund fee rate of 0.45%. The Basic Fee rate for the fund's
fiscal year ended October 31, 1996 (not including the fee amendments
discussed below) was 0. 7660 %.
The Performance Adjustment is a positive or negative dollar amount based
on the fund's performance and assets for the most recent 36 months. If the
fund outperforms the Toronto Stock Exchange 300 (the Index) over 36 months,
FMR receives a positive Performance Adjustment, and if the fund
underperforms the Index, the management fee is reduced by a negative
Performance Adjustment. The Performance Adjustment is an annual percentage
of the fund's average net assets over the 36-month performance period. The
Performance Adjustment rate is 0.02% for each percentage point of
outperformance or underperformance, subject to a maximum of 0.20% if the
fund outperforms or underperforms the Index by more than ten percentage
points. Performance of the fund and the Index are rounded to the nearest
whole percentage point for purposes of the calculation.
PROPOSED MANAGEMENT FEE AMENDMENTS. The Amended Contract would (1) reduce
the Group Fee rate further if FMR's assets under management remain over
$210 billion, and (2) modify the Performance Adjustment calculation to
round the performance of the fund and the Index to the nearest 0.01%,
rather than the nearest 1.00%.
IMPACT OF GROUP FEE RATE REDUCTION. At FMR's current level of assets under
management ($ 482 billion as of May 31,1997), the changes to the
Group Fee rate reduce the management fee. FMR has voluntarily implemented
the Group Fee reductions pending shareholder approval, and the Fund has
paid lower management fees as a result. For the fund's fiscal year ended
October 31, 1996, the management fee using the proposed Group Fee
reductions (including the Performance Adjustment) was 0. 4467 % of the
Fund's average net assets. The Group Fee reductions lowered the management
fee rate by 0. 0072 % compared to the rate FMR was entitled to receive
under the Present Contract (0. 4539 %).
IMPACT OF PERFORMANCE ADJUSTMENT CHANGES. The more precise rounding method
for the Performance Adjustment would have decreased the management fee rate
for the fiscal year ended October 31, 1996 by 0. 0006 % of the Fund's
average net assets for the year.
COMBINED EFFECT OF FEE CHANGES. In the fiscal year ended October 31, 1996,
the Group Fee reductions and the changes to the Performance Adjustment
would have resulted in a 0. 0078 % reduction in the total management
fee. The future impact will depend on many different factors, and may
represent an increase or decrease from the management fee under the Present
Contract. The Group Fee rate reductions will either reduce the management
fee or leave it unchanged, depending on the level of FMR's assets under
management. Calculating performance to the nearest 0.01% may increase or
decrease the Performance Adjustment, depending on whether performance would
have been rounded up or down.
PRESENT AND AMENDED CONTRACTS. FMR is the fund's investment adviser
pursuant to a management contract dated March 1, 1992, which was approved
by shareholders, on February 19, 1992. (For information on FMR, see the
section entitled "Activities and Management of FMR," on page .) A copy of
the Amended Contract, marked to indicate the proposed amendments, is
supplied as Exhibit 4 on page . Except for the modifications discussed
above, the Amended Contract is substantially identical to the fund's
Present Contract with FMR. (For a detailed discussion of the fund's Present
Contract, refer to the section entitled "Present Management Contracts," on
page .) If approved by shareholders, the Amended Contract will take effect
on the first day of the first month following approval and will remain in
effect through July 31, 1998 and thereafter, but only as long as its
continuance is approved at least annually by (i) the vote, cast in person
at a meeting called for the purpose, of a majority of the Independent
Trustees and (ii) the vote of either a majority of the Trustees or a
majority of the outstanding shares of the fund. If the Amended Contract is
not approved, the Present Contract will continue in effect through July 31,
1998, and thereafter only as long as its continuance is approved at least
annually as above.
MODIFICATION TO GROUP FEE RATE. The Group Fee rate varies based on the
aggregate net assets of all registered investment companies having
management contracts with FMR (group assets). As group assets increase, the
Group Fee rate declines. The Amended Contract would not change the Group
Fee rate if group assets are $210 billion or less. Above $210 billion in
group assets, the Group Fee rate declines under both contracts, but under
the Amended Contract, it declines faster.
The Group Fee rate is calculated according to a graduated schedule
providing for different rates for different levels of group assets. The
rate at which the Group Fee rate declines is determined by fee
"breakpoints" that provide for lower fee rates when group assets increase.
The Amended Contract would add 10 new, lower breakpoints applicable when
group assets are above $210 billion. (For an explanation of how the Group
Fee rate is used to calculate the management fee see the section entitled
"Present Management Contracts" on page .)
GROUP FEE RATE BREAKPOINT
Average Group Present Group Amended
Assets Contract Assets Contract
($ billions) ($ billions)
Over 174 .3000% 174 - 210 .3000%
210 - 246 .2950%
246 - 282 .2900%
282 - 318 .2850%
318 - 354 .2800%
354 - 390 .2750%
390 - 426 .2700%
426 - 462 .2650%
462 - 498 .2600%
498 - 534 .2550%
Over 534 .2500%
The resulting Group Fee rates at various levels of group assets are
indicated below. (For an explanation of how the breakpoints are combined to
arrive at the Group Fee rate, see "Present Management Contracts" on page .)
EFFECTIVE GROUP FEE RATES
Group Present Amended
Assets Contract Contract
($ billions)
150 0.3371% 0.3371%
200 0.3284% 0.3284%
250 0.3227% 0.3219%
300 0.3190% 0.3163%
350 0.3162% 0.3113%
400 0.3142% 0.3067%
450 0.3126% 0.3024%
500 0.3114% 0.2982%
550 0.3103% 0.2942%
FMR voluntarily adopted various additional Group Fee breakpoints for group
assets over $174 billion in 1993, 1994, and 1996. Although the new fee
breakpoints have not been added to the management contract pending
shareholder approval, FMR has voluntarily based its management fee on the
Group Fee schedule contained in the Amended Contract since January 1, 1996.
Group assets for May 31, 1997 were approximately $482 billion.
MODIFICATIONS TO PERFORMANCE ADJUSTMENT - ROUNDING METHOD. The annual
Performance Adjustment rate equals 0.02% for each percentage point by which
the fund outperforms or underperforms the Index over a 36-month performance
period. Under the Present Contract, the investment performance of both the
fund and the Index are rounded to the nearest full percentage point (for
example, 15.5123% is rounded to 16%.) Rounding to full percentage points
results in the Performance Adjustment rate being applied in 0.02%
increments. In comparison, under the Amended Contract, the investment
performance of both the fund and Index are rounded to the nearest 0.01%
(using the prior example, 15.5123% is rounded to 15.51%) prior to
calculating the difference in investment performance. The more precise
rounding method results in a more accurate measure of the difference in
investment performance and allows for the Performance Adjustment to be
applied in 0.0002% increments. This reduces the chance of minor changes in
performance resulting in significant changes to the Performance Adjustment,
and ultimately the fund's management fee.
During fiscal 1996, using the more precise rounding methodology, the
impact on the annual performance fee rate would have been between
0. 0311 % and (0. 0311 %) as a percentage of the fund's average
net assets for the year. The aggregate impact during fiscal 1996 was a
0. 0006 % decline in the management fee.
COMPARISON OF MANAGEMENT FEES. The following table compares the fund's
management fee as calculated under the terms of the Present Contract (not
including FMR's voluntary implementation of the Group Fee reductions) for
fiscal 1996 to the management fee the fund would have incurred if the
Amended Contract had been in effect. Management fees are expressed in
dollars and as percentages of the fund's average net assets for the year.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Present Contract Amended Contract Difference
$ % $ % $ %
Basic Fee 1,115,634 0.7660 1,105,063 0.7588 (10,571) (0.0072)
Performance (454,512) (0.3121) (455,483) (0.3127) (971) (0.0006)
Adjustment
Total Management
Fee 661,122 0.4539 649,580 0.4461 (11,542) (0.0078)
</TABLE>
The following table provides data concerning the fund's management fees
and expenses as a percentage of average net assets for the fiscal year
ended October 31, 1996 under the Present Contract (not including FMR's
voluntary implementation of the Group Fee reductions) and if the Amended
Contract had been in effect during the same period.
The following figures are based on historical expenses adjusted to reflect
current fees of the fund and are calculated as a percentage of average net
assets.
COMPARATIVE FEE TABLE
ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
Present Contract Amended
Contract
Management Fee 0.45% 0.45%
Other Expenses 0.56% 0.56%
Total Fund Operating Expenses 1.01% 1.01%
A portion of the brokerage commissions that the fund pays is used to
reduce the fund's expenses. The fund has entered into arrangements with its
custodian and transfer agent whereby interest earned on uninvested cash
balances is used to offset a portion of the fund's expenses. Including
these reductions, the total operating expenses presented in the table would
have been 0. 98 % under the Present Contract and 0. 98 % under
the Amended Contract.
EXAMPLE: The following illustrates the expenses on a $1,000 investment
under the fees and expenses stated above, assuming (1) 5% annual return and
(2) redemption at the end of each time period and (3) payment of the fund's
3.00% sales charge.
1 Year 3 Years 5 Years 10
Years
Present Contract $40 $61 $84 $150
Amended Contract $40 $61 $84 $150
The purpose of this example and the table is to assist investors in
understanding the various costs and expenses of investing in shares of the
fund. The example above should not be considered a representation of past
or future expenses of the fund. Actual expenses may vary from year to year
and may be higher or lower than those shown above.
MATTERS CONSIDERED BY THE BOARD
The mutual funds for which the members of the Board of Trustees serve as
Trustees are referred to herein as the "Fidelity funds." The Board of
Trustees meets eleven times a year. The Board of Trustees, including the
Independent Trustees, believe that matters bearing on the appropriateness
of the fund's management fees are considered at most, if not all, of their
meetings. While the full Board of Trustees or the Independent Trustees, as
appropriate, act on all major matters, a significant portion of the
activities of the Board of Trustees (including certain of those described
herein) are conducted through committees. The Independent Trustees meet
frequently in executive session and are advised by independent legal
counsel selected by the Independent Trustees.
The proposal to present the Amended Contract to shareholders was approved
by the Board of Trustees of the fund, including all of the Independent
Trustees on October 9, 1996. The Board of Trustees considered and approved
the modifications to the Group Fee Rate schedule during the two month
periods from November to December 1995, June to July 1994, and September to
October 1993, and the modifications to the Performance Adjustment
calculation during the period from June to July 1995. The Board of Trustees
received materials relating to the Amended Contract in advance of the
meeting at which the Amended Contract was considered, and had the
opportunity to ask questions and request further information in connection
with such consideration.
INFORMATION RECEIVED BY THE INDEPENDENT TRUSTEES. In connection with their
monthly meetings Trustees receive materials specifically relating to the
Amended Contract. These materials include: (i) information on the
investment performance of the fund, a peer group of funds and an
appropriate index or combination of indices, (ii) sales and redemption data
in respect of the fund, (iii) the economic outlook and the general
investment outlook in the markets in which the fund invests, and (iv)
notable changes in the fund's investments. The Board of Trustees and the
Independent Trustees also consider periodically other material facts such
as (1) FMR's results and financial condition, (2) arrangements in respect
of the distribution of the fund's shares, (3) the procedures employed to
determine the value of the fund's assets, (4) the allocation of the fund's
brokerage, if any, including allocations to brokers affiliated with FMR and
the use of "soft" commission dollars to pay fund expenses and to pay for
research and other similar services, (5) FMR's management of the
relationships with the fund's custodian and subcustodians, (6) the
resources devoted to and the record of compliance with the fund's
investment policies and restrictions and with policies on personal
securities transactions and (7) the nature, cost, and audit of
non-investment management services provided by FMR and its affiliates.
In response to questions raised by the Independent Trustees, additional
information was furnished by FMR including, among other items, information
on and analysis of (a) the overall organization of FMR, (b) the impact of
performance adjustments to management fees, (c) the choice of performance
indices and benchmarks, (d) the composition of peer groups of funds, (e)
transfer agency and bookkeeping fees paid to affiliates of FMR, (f)
investment performance, (g) investment management staffing, (h) the
potential for achieving further economies of scale, (i) operating expenses
paid to third parties, and (j) the information furnished to investors,
including the fund's shareholders.
In considering the Amended Contract, the Board of Trustees and the
Independent Trustees did not identify any single factor as all-important or
controlling, and the following summary does not detail all of the matters
considered. Matters considered by the Board of Trustees and the Independent
Trustees in connection with their approval of the Amended Contract include
the following:
INVESTMENT COMPLIANCE AND PERFORMANCE. The Board of Trustees and the
Independent Trustees considered whether the fund has operated within its
investment objective and its record of compliance with its investment
restrictions. They also reviewed monthly the fund's investment performance
as well as the performance of a peer group of mutual funds, and the
performance of an appropriate index or combination of indices.
FMR'S PERSONNEL AND METHODS. The Board of Trustees and the Independent
Trustees annually review a report detailing the background of the fund's
portfolio manager, and the fund's investment objective and discipline. The
Independent Trustees have also had discussions with senior management of
FMR responsible for investment operations, and the senior management of
Fidelity's equity group. Among other things they considered the size,
education and experience of FMR's investment staff, its use of technology,
and FMR's approach to recruiting, training and retaining portfolio managers
and other research, advisory and management personnel.
NATURE AND QUALITY OF OTHER SERVICES. The Board of Trustees and the
Independent Trustees considered the nature, quality, cost and extent of
administrative and shareholder services performed by FMR and affiliated
companies, both under the Amended Contract and under separate agreements
covering transfer agency functions and pricing, bookkeeping and securities
lending services, if any. The Board of Trustees and the Independent
Trustees have also considered the nature and extent of FMR's supervision of
third party service providers, principally custodians and subcustodians.
EXPENSES. The Board of Trustees and the Independent Trustees considered
the fund's expense ratio and expense ratios of a peer group of funds. They
also considered the amount and nature of fees paid by shareholders.
PROFITABILITY. The Board of Trustees and the Independent Trustees
considered the level of FMR's profits in respect of the management of the
Fidelity funds, including the fund. This consideration included an
extensive review of FMR's methodology in allocating its costs to the
management of the fund. The Board of Trustees and the Independent Trustees
have concluded that the cost allocation methodology employed by FMR has a
reasonable basis and is appropriate in light of all of the circumstances.
They considered the profits realized by FMR in connection with the
operation of the fund and whether the amount of profit is a fair
entrepreneurial profit for the management of the fund. They also considered
the profits realized from non-fund businesses which may benefit from or be
related to the fund's business. The Board of Trustees and the Independent
Trustees also considered FMR's profit margins in comparison with available
industry data, both accounting for and ignoring market expenses.
ECONOMIES OF SCALE. The Board of Trustees and the Independent Trustees
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 benefitted from any economies of scale, and
whether there is potential for realization of any further economies of
scale. The Board of Trustees and the Independent Trustees have concluded
that FMR's mutual fund business presents some limited opportunities to
realize economies of scale and that these economies are being shared
between fund shareholders and FMR in an appropriate manner. The Independent
Trustees have also concluded that the existing group fee structure should
be continued but determined that it would be appropriate to change the
group fee structure as proposed herein.
OTHER BENEFITS TO FMR. The Board of Trustees and the Independent Trustees
also considered the character and amount of fees paid by the fund and the
fund's shareholders for services provided by FMR and its affiliates,
including fees for services like transfer agency, fund accounting and
direct shareholder services. They also considered the allocation of fund
brokerage to brokers affiliated with FMR and the receipt of sales loads and
payments under Rule 12b-1 plans in respect of certain of the Fidelity
funds. The Board of Trustees and the Independent Trustees also considered
the revenues and profitability of FMR businesses other than its mutual fund
business, including FMR's retail brokerage, correspondent brokerage,
capital markets, trust, investment advisory, pension record keeping, credit
card, insurance, publishing, real estate, international research and
investment funds, and others. The Board of Trustees and the Independent
Trustees considered the intangible benefits that accrue to FMR and its
affiliates by virtue of their relationship with the fund.
OTHER BENEFITS TO SHAREHOLDERS. The Board of Trustees and the Independent
Trustees considered the benefit to shareholders of investing in a fund that
is part of a large family of funds offering a variety of investment
disciplines and providing for a large variety of fund and shareholder
services.
CONCLUSION. In considering the Amended Contract, the Board of Trustees and
the Independent Trustees did not identify any single factor as
all-important or controlling, and the foregoing summary does not detail all
of the matters considered. Based on their evaluation of all material
factors and assisted by the advice of independent counsel, the Trustees
concluded (i) that the existing management fee structure is fair and
reasonable and (ii) that the proposed modifications to the management fee
rates, that is the reduction of the Group Fee Rate schedule and the
modifications to the performance adjustment calculation, are in the best
interest of the fund's shareholders. The Board of Trustees, including the
Independent Trustees, voted to approve the submission of the Amended
Contract to shareholders of the fund and recommends that shareholders of
the fund vote FOR the Amended Contract. If approved by shareholders, the
Amended Contract will take effect on the first day of the first month
following approval.
9. TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR FIDELITY EUROPE FUND.
The Board of Trustees, including the Trustees who are not "interested
persons" of the Trust or of FMR (the Independent Trustees), has approved,
and recommends that shareholders of the fund approve, a proposal to adopt
an amended management contract with FMR (the Amended Contract). The Amended
Contract modifies several aspects of the management fee that FMR receives
from the fund for managing its investments and business affairs.
CURRENT MANAGEMENT FEE. The management fee is calculated and paid monthly,
and is normally expressed as an annual percentage of the fund's average net
assets. The fee has two components: a Basic Fee and a Performance
Adjustment. The Basic Fee is an annual percentage of the fund's average net
assets for the current month. The Basic Fee rate is the sum of a Group Fee
rate, which declines as FMR's fund assets under management increase, and a
fixed individual fund fee rate of 0.45%. The Basic Fee rate for the fund's
fiscal year ended October 31, 1996 (not including the fee amendments
discussed below) was 0. 7628 %.
The Performance Adjustment is a positive or negative dollar amount based
on the fund's performance and assets for the most recent 36 months. If the
fund outperforms the Morgan Stanley Capital International Europe Index (the
Index) over 36 months, FMR receives a positive Performance Adjustment, and
if the fund underperforms the Index, the management fee is reduced by a
negative Performance Adjustment. The Performance Adjustment is an annual
percentage of the fund's average net assets over the 36-month performance
period. The Performance Adjustment rate is 0.02% for each percentage point
of outperformance or underperformance, subject to a maximum of 0.20% if the
fund outperforms or underperforms the Index by more than ten percentage
points. Performance of the fund and the Index are rounded to the nearest
whole percentage point for purposes of the calculation.
PROPOSED MANAGEMENT FEE AMENDMENTS. The Amended Contract would (1) reduce
the Group Fee rate further if FMR's assets under management remain over
$210 billion, and (2) modify the Performance Adjustment calculation to
round the performance of the fund and the Index to the nearest 0.01%,
rather than the nearest 1.00%.
IMPACT OF GROUP FEE RATE REDUCTION. At FMR's current level of assets under
management ($ 482 billion as of May 31, 1997), the changes to the
Group Fee rate reduce the management fee. FMR has voluntarily implemented
the Group Fee reductions pending shareholder approval, and the Fund has
paid lower management fees as a result. For the fund's fiscal year ended
October 31, 1996, the management fee using the proposed Group Fee
reductions (including the Performance Adjustment) was 0. 8457 % of the
Fund's average net assets. The Group Fee reductions lowered the management
fee rate by 0. 0076 % compared to the rate FMR was entitled to receive
under the Present Contract (0. 8533 %).
IMPACT OF PERFORMANCE ADJUSTMENT CHANGES. The more precise rounding method
for the Performance Adjustment would have in creased the management
fee rate for the fiscal year ended October 31, 1996 by 0. 0015 % of
the Fund's average net assets for the year.
COMBINED EFFECT OF FEE CHANGES. In the fiscal year ended October 31, 1996,
the Group Fee reductions and the changes to the Performance Adjustment
would have resulted in a 0. 0061 % reduction in the total management
fee. The future impact will depend on many different factors, and may
represent an increase or decrease from the management fee under the Present
Contract. The Group Fee rate reductions will either reduce the management
fee or leave it unchanged, depending on the level of FMR's assets under
management. Calculating performance to the nearest 0.01% may increase or
decrease the Performance Adjustment, depending on whether performance would
have been rounded up or down.
PRESENT AND AMENDED CONTRACTS. FMR is the fund's investment adviser
pursuant to a management contract dated March 1, 1992, which was approved
shareholders on February 19, 1992. (For information on FMR, see the section
entitled "Activities and Management of FMR," on page .) A copy of the
Amended Contract, marked to indicate the proposed amendments, is supplied
as Exhibit 5 on page . Except for the modifications discussed above, the
Amended Contract is substantially identical to the fund's Present Contract
with FMR. (For a detailed discussion of the fund's Present Contract, refer
to the section entitled "Present Management Contracts," on page .) If
approved by shareholders, the Amended Contract will take effect on the
first day of the first month following approval and will remain in effect
through July 31, 1998 and thereafter, but only as long as its continuance
is approved at least annually by (i) the vote, cast in person at a meeting
called for the purpose, of a majority of the Independent Trustees and (ii)
the vote of either a majority of the Trustees or a majority of the
outstanding shares of the fund. If the Amended Contract is not approved,
the Present Contract will continue in effect through July 31, 1998, and
thereafter only as long as its continuance is approved at least annually as
above.
MODIFICATION TO GROUP FEE RATE. The Group Fee rate varies based on the
aggregate net assets of all registered investment companies having
management contracts with FMR (group assets). As group assets increase, the
Group Fee rate declines. The Amended Contract would not change the Group
Fee rate if group assets are $210 billion or less. Above $210 billion in
group assets, the Group Fee rate declines under both contracts, but under
the Amended Contract, it declines faster.
The Group Fee rate is calculated according to a graduated schedule
providing for different rates for different levels of group assets. The
rate at which the Group Fee rate declines is determined by fee
"breakpoints" that provide for lower fee rates when group assets increase.
The Amended Contract would add 10 new, lower breakpoints applicable when
group assets are above $210 billion as illustrated in the following tables.
(For an explanation of how the Group Fee rate is used to calculate the
management fee see the section entitled "Present Management Contracts" on
page .)
GROUP FEE RATE BREAKPOINT
Average Group Present Group Amended
Assets Contract Assets Contract
($ billions) ($ billions)
Over 174 .3000% 174 - 210 .3000%
210 - 246 .2950%
246 - 282 .2900%
282 - 318 .2850%
318 - 354 .2800%
354 - 390 .2750%
390 - 426 .2700%
426 - 462 .2650%
462 - 498 .2600%
498 - 534 .2550%
Over 534 .2500%
The resulting Group Fee rates at various levels of group assets are
indicated below. (For an explanation of how the breakpoints are combined to
arrive at the Group Fee rate, see "Present Management Contracts" on page .)
EFFECTIVE GROUP FEE RATES
Group Present Amended
Assets Contract Contract
($ billions)
150 0.3371% 0.3371%
200 0.3284% 0.3284%
250 0.3227% 0.3219%
300 0.3190% 0.3163%
350 0.3162% 0.3113%
400 0.3142% 0.3067%
450 0.3126% 0.3024%
500 0.3114% 0.2982%
550 0.3103% 0.2942%
FMR voluntarily adopted various additional Group Fee breakpoints for group
assets over $174 billion in 1993, 1994, and 1996. Although the new fee
breakpoints have not been added to the management contract pending
shareholder approval, FMR has voluntarily based its management fee on the
Group Fee schedule contained in the Amended Contract since January 1, 1996.
Group assets for May 1997 were approximately $ 482 billion.
MODIFICATIONS TO PERFORMANCE ADJUSTMENT - ROUNDING METHOD. The annual
Performance Adjustment rate equals 0.02% for each percentage point by which
the fund outperforms or underperforms the Index over a 36-month performance
period. Under the Present Contract, the investment performance of both the
fund and the Index are rounded to the nearest full percentage point (for
example, 15.5123% is rounded to 16%.) Rounding to full percentage points
results in the Performance Adjustment rate being applied in 0.02%
increments. In comparison, under the Amended Contract, the investment
performance of both the fund and Index are rounded to the nearest 0.01%
(using the prior example, 15.5123% is rounded to 15.51%) prior to
calculating the difference in investment performance. The more precise
rounding method results in a more accurate measure of the difference in
investment performance and allows for the Performance Adjustment to be
applied in 0.0002% increments. This reduces the chance of minor changes in
performance resulting in significant changes to the Performance Adjustment,
and ultimately the fund's management fee.
During fiscal 1996, using the more precise rounding methodology, the
impact on the annual performance fee rate would have been between
0. 0175 % and (0. 0175 )% as a percentage of the fund's average
net assets for the year. The aggregate impact during fiscal 1996 was
a n 0. 0015 % increase in the management fee.
COMPARISON OF MANAGEMENT FEES. The following table compares the fund's
management fee as calculated under the terms of the Present Contract (not
including FMR's voluntary implementation of the Group Fee reductions) for
fiscal 1996 to the management fee the fund would have incurred if the
Amended Contract had been in effect. Management fees are expressed in
dollars and as percentages of the fund's average net assets for the year.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Present Contract Amended Contract Difference
$ % $ % $ %
Basic Fee 4,259,886 0.7628 4,217,698 0.7552 (42,188) (0.0076)
Performance 505,356 0.0905 513,590 0.0920 8,234 0.0015
Adjustment
Total Management
Fee 4,765,242 0.8533 4,731,288 0.8472 (33,954) (0.0061)
</TABLE>
The following table provides data concerning the fund's management fees
and expenses as a percentage of average net assets for the fiscal year
ended October 31, 1996 under the Present Contract (not including FMR's
voluntary implementation of the Group Fee reductions) and if the Amended
Contract had been in effect during the same period.
The following figures are based on historical expenses adjusted to reflect
current fees of the fund and are calculated as a percentage of average net
assets.
COMPARATIVE FEE TABLE
ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
Present Contract Amended
Contract
Management Fee 0 .8 5 % 0 .8 5 %
Other Expenses 0 .43% 0 .43%
Total Fund Operating Expenses 1.2 8 % 1.2 8 %
EXAMPLE: The following illustrates the expenses on a $1,000 investment
under the fees and expenses stated above, assuming (1) 5% annual return and
(2) redemption at the end of each time period and (3) payment of the fund's
3.00% sales charge.
1 Year 3 Years 5 Years 10
Years
Present Contract $43 $69 $98 $1 80
Amended Contract $43 $69 $98 $1 80
The purpose of this example and the table is to assist investors in
understanding the various costs and expenses of investing in shares of the
fund. The example above should not be considered a representation of past
or future expenses of the fund. Actual expenses may vary from year to year
and may be higher or lower than those shown above.
MATTERS CONSIDERED BY THE BOARD
The mutual funds for which the members of the Board of Trustees serve as
Trustees are referred to herein as the "Fidelity funds." The Board of
Trustees meets eleven times a year. The Board of Trustees, including the
Independent Trustees, believe that matters bearing on the appropriateness
of the fund's management fees are considered at most, if not all, of their
meetings. While the full Board of Trustees or the Independent Trustees, as
appropriate, act on all major matters, a significant portion of the
activities of the Board of Trustees (including certain of those described
herein) are conducted through committees. The Independent Trustees meet
frequently in executive session and are advised by independent legal
counsel selected by the Independent Trustees.
The proposal to present the Amended Contract to shareholders was approved
by the Board of Trustees of the fund, including all of the Independent
Trustees on October 9, 1996. The Board of Trustees considered and approved
the modifications to the Group Fee Rate schedule during the two month
periods from November to December 1995, and June to July 1994 and the
modifications to the Performance Adjustment calculation during the period
from June to July 1995. The Board of Trustees received materials relating
to the Amended Contract in advance of the meeting at which the Amended
Contract was considered, and had the opportunity to ask questions and
request further information in connection with such consideration.
INFORMATION RECEIVED BY THE INDEPENDENT TRUSTEES. In connection with their
monthly meetings Trustees receive materials specifically relating to the
Amended Contract. These materials include: (i) information on the
investment performance of the fund, a peer group of funds and an
appropriate index or combination of indices, (ii) sales and redemption data
in respect of the fund, (iii) the economic outlook and the general
investment outlook in the markets in which the fund invests, and (iv)
notable changes in the fund's investments. The Board of Trustees and the
Independent Trustees also consider periodically other material facts such
as (1) FMR's results and financial condition, (2) arrangements in respect
of the distribution of the fund's shares, (3) the procedures employed to
determine the value of the fund's assets, (4) the allocation of the fund's
brokerage, if any, including allocations to brokers affiliated with FMR and
the use of "soft" commission dollars to pay fund expenses and to pay for
research and other similar services, (5) FMR's management of the
relationships with the fund's custodian and subcustodians, (6) the
resources devoted to and the record of compliance with the fund's
investment policies and restrictions and with policies on personal
securities transactions and (7) the nature, cost, and audit of
non-investment management services provided by FMR and its affiliates.
In response to questions raised by the Independent Trustees, additional
information was furnished by FMR including, among other items, information
on and analysis of (a) the overall organization of FMR, (b) the impact of
performance adjustments to management fees, (c) the choice of performance
indices and benchmarks, (d) the composition of peer groups of funds, (e)
transfer agency and bookkeeping fees paid to affiliates of FMR, (f)
investment performance, (g) investment management staffing, (h) the
potential for achieving further economies of scale, (i) operating expenses
paid to third parties, and (j) the information furnished to investors,
including the fund's shareholders.
In considering the Amended Contract, the Board of Trustees and the
Independent Trustees did not identify any single factor as all-important or
controlling, and the following summary does not detail all of the matters
considered. Matters considered by the Board of Trustees and the Independent
Trustees in connection with their approval of the Amended Contract include
the following:
INVESTMENT COMPLIANCE AND PERFORMANCE. The Board of Trustees and the
Independent Trustees considered whether the fund has operated within its
investment objective and its record of compliance with its investment
restrictions. They also reviewed monthly the fund's investment performance
as well as the performance of a peer group of mutual funds, and the
performance of an appropriate index or combination of indices.
FMR'S PERSONNEL AND METHODS. The Board of Trustees and the Independent
Trustees annually review a report detailing the background of the fund's
portfolio manager, and the fund's investment objective and discipline. The
Independent Trustees have also had discussions with senior management of
FMR responsible for investment operations, and the senior management of
Fidelity's equity group. Among other things they considered the size,
education and experience of FMR's investment staff, its use of technology,
and FMR's approach to recruiting, training and retaining portfolio managers
and other research, advisory and management personnel.
NATURE AND QUALITY OF OTHER SERVICES. The Board of Trustees and the
Independent Trustees considered the nature, quality, cost and extent of
administrative and shareholder services performed by FMR and affiliated
companies, both under the Amended Contract and under separate agreements
covering transfer agency functions and pricing, bookkeeping and securities
lending services, if any. The Board of Trustees and the Independent
Trustees have also considered the nature and extent of FMR's supervision of
third party service providers, principally custodians and subcustodians.
EXPENSES. The Board of Trustees and the Independent Trustees considered
the fund's expense ratio and expense ratios of a peer group of funds. They
also considered the amount and nature of fees paid by shareholders.
PROFITABILITY. The Board of Trustees and the Independent Trustees
considered the level of FMR's profits in respect of the management of the
Fidelity funds, including the fund. This consideration included an
extensive review of FMR's methodology in allocating its costs to the
management of the fund. The Board of Trustees and the Independent Trustees
have concluded that the cost allocation methodology employed by FMR has a
reasonable basis and is appropriate in light of all of the circumstances.
They considered the profits realized by FMR in connection with the
operation of the fund and whether the amount of profit is a fair
entrepreneurial profit for the management of the fund. They also considered
the profits realized from non-fund businesses which may benefit from or be
related to the fund's business. The Board of Trustees and the Independent
Trustees also considered FMR's profit margins in comparison with available
industry data, both accounting for and ignoring market expenses.
ECONOMIES OF SCALE. The Board of Trustees and the Independent Trustees
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 benefitted from any economies of scale, and
whether there is potential for realization of any further economies of
scale. The Board of Trustees and the Independent Trustees have concluded
that FMR's mutual fund business presents some limited opportunities to
realize economies of scale and that these economies are being shared
between fund shareholders and FMR in an appropriate manner. The Independent
Trustees have also concluded that the existing group fee structure should
be continued but determined that it would be appropriate to change the
group fee structure as proposed herein.
OTHER BENEFITS TO FMR. The Board of Trustees and the Independent Trustees
also considered the character and amount of fees paid by the fund and the
fund's shareholders for services provided by FMR and its affiliates,
including fees for services like transfer agency, fund accounting and
direct shareholder services. They also considered the allocation of fund
brokerage to brokers affiliated with FMR and the receipt of sales loads and
payments under Rule 12b-1 plans in respect of certain of the Fidelity
funds. The Board of Trustees and the Independent Trustees also considered
the revenues and profitability of FMR businesses other than its mutual fund
business, including FMR's retail brokerage, correspondent brokerage,
capital markets, trust, investment advisory, pension record keeping, credit
card, insurance, publishing, real estate, international research and
investment funds, and others. The Board of Trustees and the Independent
Trustees considered the intangible benefits that accrue to FMR and its
affiliates by virtue of their relationship with the fund.
OTHER BENEFITS TO SHAREHOLDERS. The Board of Trustees and the Independent
Trustees considered the benefit to shareholders of investing in a fund that
is part of a large family of funds offering a variety of investment
disciplines and providing for a large variety of fund and shareholder
services.
CONCLUSION. In considering the Amended Contract, the Board of Trustees and
the Independent Trustees did not identify any single factor as
all-important or controlling, and the foregoing summary does not detail all
of the matters considered. Based on their evaluation of all material
factors and assisted by the advice of independent counsel, the Trustees
concluded (i) that the existing management fee structure is fair and
reasonable and (ii) that the proposed modifications to the management fee
rates, that is the reduction of the Group Fee Rate schedule and the
modifications to the performance adjustment calculation, are in the best
interest of the fund's shareholders. The Board of Trustees, including the
Independent Trustees, voted to approve the submission of the Amended
Contract to shareholders of the fund and recommends that shareholders of
the fund vote FOR the Amended Contract. If approved by shareholders, the
Amended Contract will take effect on the first day of the first month
following approval.
10. TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR FIDELITY OVERSEAS FUND.
The Board of Trustees, including the Trustees who are not "interested
persons" of the Trust or of FMR (the Independent Trustees), has approved,
and recommends that shareholders of the fund approve, a proposal to adopt
an amended management contract with FMR (the Amended Contract). The Amended
Contract modifies several aspects of the management fee that FMR receives
from the fund for managing its investments and business affairs.
CURRENT MANAGEMENT FEE. The management fee is calculated and paid monthly,
and is normally expressed as an annual percentage of the fund's average net
assets. The fee has two components: a Basic Fee and a Performance
Adjustment. The Basic Fee is an annual percentage of the fund's average net
assets for the current month. The Basic Fee rate is the sum of a Group Fee
rate, which declines as FMR's fund assets under management increase, and a
fixed individual fund fee rate of 0.45%. The Basic Fee rate for the fund's
fiscal year ended October 31, 1996 (not including the fee amendments
discussed below) was 0. 7629 %.
The Performance Adjustment is a positive or negative dollar amount based
on the fund's performance and assets for the most recent 36 months. If the
fund outperforms the Morgan Stanley Capital International Europe,
Australasia , Far East Index (the Index) over 36 months, FMR
receives a positive Performance Adjustment, and if the fund underperforms
the Index, the management fee is reduced by a negative Performance
Adjustment. The Performance Adjustment is an annual percentage of the
fund's average net assets over the 36-month performance period. The
Performance Adjustment rate is 0.02% for each percentage point of
outperformance or underperformance, subject to a maximum of 0.20% if the
fund outperforms or underperforms the Index by more than ten percentage
points. Performance of the fund and the Index are rounded to the nearest
whole percentage point for purposes of the calculation.
PROPOSED MANAGEMENT FEE AMENDMENTS. The Amended Contract would (1) reduce
the Group Fee rate further if FMR's assets under management remain over
$210 billion, and (2) modify the Performance Adjustment calculation to
round the performance of the fund and the Index to the nearest 0.01%,
rather than the nearest 1.00%.
IMPACT OF GROUP FEE RATE REDUCTION. At FMR's current level of assets under
management ($ 482 billion as of May 31 , 1997), the changes to
the Group Fee rate reduce the management fee. FMR has voluntarily
implemented the Group Fee reductions pending shareholder approval, and the
Fund has paid lower management fees as a result. For the fund's fiscal year
ended October 31, 1996, the management fee using the proposed Group Fee
reductions (including the Performance Adjustment) was 0. 7495 % of the
Fund's average net assets. The Group Fee reductions lowered the management
fee rate by 0. 0075 % compared to the rate FMR was entitled to receive
under the Present Contract (0. 7570 %).
IMPACT OF PERFORMANCE ADJUSTMENT CHANGES. The more precise rounding method
for the Performance Adjustment would have in creased the management
fee rate for the fiscal year ended October 31, 1996 by 0. 0006 % of
the Fund's average net assets for the year.
COMBINED EFFECT OF FEE CHANGES. In the fiscal year ended October 31, 1996,
the Group Fee reductions and the changes to the Performance Adjustment
would have resulted in a 0. 0069 % reduction in the total management
fee. The future impact will depend on many different factors, and may
represent an increase or decrease from the management fee under the Present
Contract. The Group Fee rate reductions will either reduce the management
fee or leave it unchanged, depending on the level of FMR's assets under
management. Calculating performance to the nearest 0.01% may increase or
decrease the Performance Adjustment, depending on whether performance would
have been rounded up or down.
PRESENT AND AMENDED CONTRACTS. FMR is the fund's investment adviser
pursuant to a management contract dated March 1, 1992, which was approved
by shareholders, on February 19, 1992. (For information on FMR, see the
section entitled "Activities and Management of FMR," on page .) A copy of
the Amended Contract, marked to indicate the proposed amendments, is
supplied as Exhibit 6 on page . Except for the modifications discussed
above, the Amended Contract is substantially identical to the fund's
Present Contract with FMR. (For a detailed discussion of the fund's Present
Contract, refer to the section entitled "Present Management Contracts," on
page .) If approved by shareholders, the Amended Contract will take effect
on the first day of the first month following approval and will remain in
effect through July 31, 1998 and thereafter, but only as long as its
continuance is approved at least annually by (i) the vote, cast in person
at a meeting called for the purpose, of a majority of the Independent
Trustees and (ii) the vote of either a majority of the Trustees or a
majority of the outstanding shares of the fund. If the Amended Contract is
not approved, the Present Contract will continue in effect through July 31,
1998, and thereafter only as long as its continuance is approved at least
annually as above.
MODIFICATION TO GROUP FEE RATE. The Group Fee rate varies based on the
aggregate net assets of all registered investment companies having
management contracts with FMR (group assets). As group assets increase, the
Group Fee rate declines. The Amended Contract would not change the Group
Fee rate if group assets are $210 billion or less. Above $210 billion in
group assets, the Group Fee rate declines under both contracts, but under
the Amended Contract, it declines faster.
The Group Fee rate is calculated according to a graduated schedule
providing for different rates for different levels of group assets. The
rate at which the Group Fee rate declines is determined by fee
"breakpoints" that provide for lower fee rates when group assets increase.
The Amended Contract would add 10 new, lower breakpoints applicable when
group assets are above $210 billion. (For an explanation of how the Group
Fee rate is used to calculate the management fee see the section entitled
"Present Management Contracts" on page .)
GROUP FEE RATE BREAKPOINT
Average Group Present Group Amended
Assets Contract Assets Contract
($ billions) ($ billions)
Over 174 .3000% 174 - 210 .3000%
210 - 246 .2950%
246 - 282 .2900%
282 - 318 .2850%
318 - 354 .2800%
354 - 390 .2750%
390 - 426 .2700%
426 - 462 .2650%
462 - 498 .2600%
498 - 534 .2550%
Over 534 .2500%
The resulting Group Fee rates at various levels of group assets are
indicated below. (For an explanation of how the breakpoints are combined to
arrive at the Group Fee rate, see "Present Management Contracts" on page .)
EFFECTIVE GROUP FEE RATES
Group Present Amended
Assets Contract Contract
($ billions)
150 0.3371% 0.3371%
200 0.3284% 0.3284%
250 0.3227% 0.3219%
300 0.3190% 0.3163%
350 0.3162% 0.3113%
400 0.3142% 0.3067%
450 0.3126% 0.3024%
500 0.3114% 0.2982%
550 0.3103% 0.2942%
FMR voluntarily adopted various additional Group Fee breakpoints for group
assets over $174 billion in 1993, 1994, and 1996. Although the new fee
breakpoints have not been added to the management contract pending
shareholder approval, FMR has voluntarily based its management fee on the
Group Fee schedule contained in the Amended Contract since January 1, 1996.
Group assets for May 1997 were approximately $ 482 billion.
MODIFICATIONS TO PERFORMANCE ADJUSTMENT - ROUNDING METHOD. The annual
Performance Adjustment rate equals 0.02% for each percentage point by which
the fund outperforms or underperforms the Index over a 36-month performance
period. Under the Present Contract, the investment performance of both the
fund and the Index are rounded to the nearest full percentage point (for
example, 15.5123% is rounded to 16%.) Rounding to full percentage points
results in the Performance Adjustment rate being applied in 0.02%
increments. In comparison, under the Amended Contract, the investment
performance of both the fund and Index are rounded to the nearest 0.01%
(using the prior example, 15.5123% is rounded to 15.51%) prior to
calculating the difference in investment performance. The more precise
rounding method results in a more accurate measure of the difference in
investment performance and allows for the Performance Adjustment to be
applied in 0.0002% increments. This reduces the chance of minor changes in
performance resulting in significant changes to the Performance Adjustment,
and ultimately the fund's management fee.
During fiscal 1996, using the more precise rounding methodology, the
impact on the annual performance fee rate would have been between
0. 0146 % and (0. 0146 )% as a percentage of the fund's average
net assets for the year. The aggregate impact during fiscal 1996 was
a n 0. 0006 % increase in the management fee.
COMPARISON OF MANAGEMENT FEES. The following table compares the fund's
management fee as calculated under the terms of the Present Contract (not
including FMR's voluntary implementation of the Group Fee reductions) for
fiscal 1996 to the management fee the fund would have incurred if the
Amended Contract had been in effect. Management fees are expressed in
dollars and as percentages of the fund's average net assets for the year.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Present Contract Amended Contract Difference
$ % $ % $ %
Basic Fee 21,160,013 0.7629 20,950,441 0.7554 (209,572) (0.0075)
Performance (164,241) (0.0059) (146,185) (0.0053) 18,056 0.0006
Adjustment
Total Management
Fee 20,995,772 0.7570 20,804,256 0.7501 (191,516) (0.0069)
</TABLE>
The following table provides data concerning the fund's management fees
and expenses as a percentage of average net assets for the fiscal year
ended October 31, 1996 under the Present Contract (not including FMR's
voluntary implementation of the Group Fee reductions) and if the Amended
Contract had been in effect during the same period.
The following figures are based on historical expenses adjusted to reflect
current fees of the fund and are calculated as a percentage of average net
assets.
COMPARATIVE FEE TABLE
ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
Present Contract Amended
Contract
Management Fee 0.76% 0.75 %
Other Expenses 0.38% 0.38 %
Total Fund Operating Expenses 1.14% 1.13 %
A portion of the brokerage commissions that the fund pays is used to
reduce the fund's expenses. The fund has entered into arrangements with its
custodian and transfer agent whereby interest earned on uninvested cash
balances is used to offset a portion of the fund's expenses. Including
these reductions, the total operating expenses presented in the table would
have been 1.12 % under the Present Contract and 1.11 % under
the Amended Contract.
EXAMPLE: The following illustrates the expenses on a $1,000 investment
under the fees and expenses stated above, assuming (1) 5% annual return and
(2) redemption at the end of each time period:
1 Year 3 Years 5 Years 10
Years
Present Contract $12 $36 $63 $139
Amended Contract $ 12 $ 36 $ 62 $ 137
The purpose of this example and the table is to assist investors in
understanding the various costs and expenses of investing in shares of the
fund. The example above should not be considered a representation of past
or future expenses of the fund. Actual expenses may vary from year to year
and may be higher or lower than those shown above.
MATTERS CONSIDERED BY THE BOARD
The mutual funds for which the members of the Board of Trustees serve as
Trustees are referred to herein as the "Fidelity funds." The Board of
Trustees meets eleven times a year. The Board of Trustees, including the
Independent Trustees, believe that matters bearing on the appropriateness
of the fund's management fees are considered at most, if not all, of their
meetings. While the full Board of Trustees or the Independent Trustees, as
appropriate, act on all major matters, a significant portion of the
activities of the Board of Trustees (including certain of those described
herein) are conducted through committees. The Independent Trustees meet
frequently in executive session and are advised by independent legal
counsel selected by the Independent Trustees.
The proposal to present the Amended Contract to shareholders was approved
by the Board of Trustees of the fund, including all of the Independent
Trustees on October 9, 1996. The Board of Trustees considered and approved
the modifications to the Group Fee Rate schedule during the two month
periods from November to December 1995, and June to July 1994 and the
modifications to the Performance Adjustment calculation during the period
from June to July 1995. The Board of Trustees received materials relating
to the Amended Contract in advance of the meeting at which the Amended
Contract was considered, and had the opportunity to ask questions and
request further information in connection with such consideration.
INFORMATION RECEIVED BY THE INDEPENDENT TRUSTEES. In connection with their
monthly meetings Trustees receive materials specifically relating to the
Amended Contract. These materials include: (i) information on the
investment performance of the fund, a peer group of funds and an
appropriate index or combination of indices, (ii) sales and redemption data
in respect of the fund, (iii) the economic outlook and the general
investment outlook in the markets in which the fund invests, and (iv)
notable changes in the fund's investments. The Board of Trustees and the
Independent Trustees also consider periodically other material facts such
as (1) FMR's results and financial condition, (2) arrangements in respect
of the distribution of the fund's shares, (3) the procedures employed to
determine the value of the fund's assets, (4) the allocation of the fund's
brokerage, if any, including allocations to brokers affiliated with FMR and
the use of "soft" commission dollars to pay fund expenses and to pay for
research and other similar services, (5) FMR's management of the
relationships with the fund's custodian and subcustodians, (6) the
resources devoted to and the record of compliance with the fund's
investment policies and restrictions and with policies on personal
securities transactions and (7) the nature, cost, and audit of
non-investment management services provided by FMR and its affiliates.
In response to questions raised by the Independent Trustees, additional
information was furnished by FMR including, among other items, information
on and analysis of (a) the overall organization of FMR, (b) the impact of
performance adjustments to management fees, (c) the choice of performance
indices and benchmarks, (d) the composition of peer groups of funds, (e)
transfer agency and bookkeeping fees paid to affiliates of FMR, (f)
investment performance, (g) investment management staffing, (h) the
potential for achieving further economies of scale, (i) operating expenses
paid to third parties, and (j) the information furnished to investors,
including the fund's shareholders.
In considering the Amended Contract, the Board of Trustees and the
Independent Trustees did not identify any single factor as all-important or
controlling, and the following summary does not detail all of the matters
considered. Matters considered by the Board of Trustees and the Independent
Trustees in connection with their approval of the Amended Contract include
the following:
INVESTMENT COMPLIANCE AND PERFORMANCE. The Board of Trustees and the
Independent Trustees considered whether the fund has operated within its
investment objective and its record of compliance with its investment
restrictions. They also reviewed monthly the fund's investment performance
as well as the performance of a peer group of mutual funds, and the
performance of an appropriate index or combination of indices.
FMR'S PERSONNEL AND METHODS. The Board of Trustees and the Independent
Trustees annually review a report detailing the background of the fund's
portfolio manager, and the fund's investment objective and discipline. The
Independent Trustees have also had discussions with senior management of
FMR responsible for investment operations, and the senior management of
Fidelity's equity group. Among other things they considered the size,
education and experience of FMR's investment staff, its use of technology,
and FMR's approach to recruiting, training and retaining portfolio managers
and other research, advisory and management personnel.
NATURE AND QUALITY OF OTHER SERVICES. The Board of Trustees and the
Independent Trustees considered the nature, quality, cost and extent of
administrative and shareholder services performed by FMR and affiliated
companies, both under the Amended Contract and under separate agreements
covering transfer agency functions and pricing, bookkeeping and securities
lending services, if any. The Board of Trustees and the Independent
Trustees have also considered the nature and extent of FMR's supervision of
third party service providers, principally custodians and subcustodians.
EXPENSES. The Board of Trustees and the Independent Trustees considered
the fund's expense ratio and expense ratios of a peer group of funds. They
also considered the amount and nature of fees paid by shareholders.
PROFITABILITY. The Board of Trustees and the Independent Trustees
considered the level of FMR's profits in respect of the management of the
Fidelity funds, including the fund. This consideration included an
extensive review of FMR's methodology in allocating its costs to the
management of the fund. The Board of Trustees and the Independent Trustees
have concluded that the cost allocation methodology employed by FMR has a
reasonable basis and is appropriate in light of all of the circumstances.
They considered the profits realized by FMR in connection with the
operation of the fund and whether the amount of profit is a fair
entrepreneurial profit for the management of the fund. They also considered
the profits realized from non-fund businesses which may benefit from or be
related to the fund's business. The Board of Trustees and the Independent
Trustees also considered FMR's profit margins in comparison with available
industry data, both accounting for and ignoring market expenses.
ECONOMIES OF SCALE. The Board of Trustees and the Independent Trustees
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 benefitted from any economies of scale, and
whether there is potential for realization of any further economies of
scale. The Board of Trustees and the Independent Trustees have concluded
that FMR's mutual fund business presents some limited opportunities to
realize economies of scale and that these economies are being shared
between fund shareholders and FMR in an appropriate manner. The Independent
Trustees have also concluded that the existing group fee structure should
be continued but determined that it would be appropriate to change the
group fee structure as proposed herein.
OTHER BENEFITS TO FMR. The Board of Trustees and the Independent Trustees
also considered the character and amount of fees paid by the fund and the
fund's shareholders for services provided by FMR and its affiliates,
including fees for services like transfer agency, fund accounting and
direct shareholder services. They also considered the allocation of fund
brokerage to brokers affiliated with FMR and the receipt of sales loads and
payments under Rule 12b-1 plans in respect of certain of the Fidelity
funds. The Board of Trustees and the Independent Trustees also considered
the revenues and profitability of FMR businesses other than its mutual fund
business, including FMR's retail brokerage, correspondent brokerage,
capital markets, trust, investment advisory, pension record keeping, credit
card, insurance, publishing, real estate, international research and
investment funds, and others. The Board of Trustees and the Independent
Trustees considered the intangible benefits that accrue to FMR and its
affiliates by virtue of their relationship with the fund.
OTHER BENEFITS TO SHAREHOLDERS. The Board of Trustees and the Independent
Trustees considered the benefit to shareholders of investing in a fund that
is part of a large family of funds offering a variety of investment
disciplines and providing for a large variety of fund and shareholder
services.
CONCLUSION. In considering the Amended Contract, the Board of Trustees and
the Independent Trustees did not identify any single factor as
all-important or controlling, and the foregoing summary does not detail all
of the matters considered. Based on their evaluation of all material
factors and assisted by the advice of independent counsel, the Trustees
concluded (i) that the existing management fee structure is fair and
reasonable and (ii) that the proposed modifications to the management fee
rates, that is the reduction of the Group Fee Rate schedule and the
modifications to the performance adjustment calculation, are in the best
interest of the fund's shareholders. The Board of Trustees, including the
Independent Trustees, voted to approve the submission of the Amended
Contract to shareholders of the fund and recommends that shareholders of
the fund vote FOR the Amended Contract. If approved by shareholders, the
Amended Contract will take effect on the first day of the first month
following approval.
11. TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR FIDELITY PACIFIC BASIN
FUND.
The Board of Trustees, including the Trustees who are not "interested
persons" of the Trust or of FMR (the Independent Trustees), has approved,
and recommends that shareholders of the fund approve, a proposal to adopt
an amended management contract with FMR (the Amended Contract). The Amended
Contract modifies several aspects of the management fee that FMR receives
from the fund for managing its investments and business affairs.
CURRENT MANAGEMENT FEE. The management fee is calculated and paid monthly,
and is normally expressed as an annual percentage of the fund's average net
assets. The fee has two components: a Basic Fee and a Performance
Adjustment. The Basic Fee is an annual percentage of the fund's average net
assets for the current month. The Basic Fee rate is the sum of a Group Fee
rate, which declines as FMR's fund assets under management increase, and a
fixed individual fund fee rate of 0.45%. The Basic Fee rate for the fund's
fiscal year ended October 31, 1996 (not including the fee amendments
discussed below) was 0. 7634 %.
The Performance Adjustment is a positive or negative dollar amount based
on the fund's performance and assets for the most recent 36 months. If the
fund outperforms the Morgan Stanley Capital International Pacific Index
(the Index) over 36 months, FMR receives a positive Performance Adjustment,
and if the fund underperforms the Index, the management fee is reduced by a
negative Performance Adjustment. The Performance Adjustment is an annual
percentage of the fund's average net assets over the 36-month performance
period. The Performance Adjustment rate is 0.02% for each percentage point
of outperformance or underperformance, subject to a maximum of 0.20% if the
fund outperforms or underperforms the Index by more than ten percentage
points. Performance of the fund and the Index are rounded to the nearest
whole percentage point for purposes of the calculation.
PROPOSED MANAGEMENT FEE AMENDMENTS. The Amended Contract would (1) reduce
the Group Fee rate further if FMR's assets under management remain over
$210 billion, and (2) modify the Performance Adjustment calculation to
round the performance of the fund and the Index to the nearest 0.01%,
rather than the nearest 1.00%.
IMPACT OF GROUP FEE RATE REDUCTION. At FMR's current level of assets under
management ( $482 billion as of May 31 , 1997), the changes to
the Group Fee rate reduce the management fee. FMR has voluntarily
implemented the Group Fee reductions pending shareholder approval, and the
Fund has paid lower management fees as a result. For the fund's fiscal year
ended October 31, 1996, the management fee using the proposed Group Fee
reductions (including the Performance Adjustment) was 0. 7599 % of the
Fund's average net assets. The Group Fee reductions lowered the management
fee rate by 0. 0076 % compared to the rate FMR was entitled to receive
under the Present Contract (0. 7675 %).
IMPACT OF PERFORMANCE ADJUSTMENT CHANGES. The more precise rounding method
for the Performance Adjustment would have decreased the management fee rate
for the fiscal year ended October 31, 1996 by 0. 0030 % of the Fund's
average net assets for the year.
COMBINED EFFECT OF FEE CHANGES. In the fiscal year ended October 31, 1996,
the Group Fee reductions and the changes to the Performance Adjustment
would have resulted in a 0. 0106 % reduction in the total management
fee. The future impact will depend on many different factors, and may
represent an increase or decrease from the management fee under the Present
Contract. The Group Fee rate reductions will either reduce the management
fee or leave it unchanged, depending on the level of FMR's assets under
management. Calculating performance to the nearest 0.01% may increase or
decrease the Performance Adjustment, depending on whether performance would
have been rounded up or down.
PRESENT AND AMENDED CONTRACTS. FMR is the fund's investment adviser
pursuant to a management contract dated March 1, 1992, which was approved
by shareholders, on February 19, 1992. (For information on FMR, see the
section entitled "Activities and Management of FMR," on page .) A copy of
the Amended Contract, marked to indicate the proposed amendments, is
supplied as Exhibit 7 on page . Except for the modifications discussed
above, the Amended Contract is substantially identical to the fund's
Present Contract with FMR. (For a detailed discussion of the fund's Present
Contract, refer to the section entitled "Present Management Contracts," on
page .) If approved by shareholders, the Amended Contract will take effect
on the first day of the first month following approval and will remain in
effect through July 31, 1998 and thereafter, but only as long as its
continuance is approved at least annually by (i) the vote, cast in person
at a meeting called for the purpose, of a majority of the Independent
Trustees and (ii) the vote of either a majority of the Trustees or a
majority of the outstanding shares of the fund. If the Amended Contract is
not approved, the Present Contract will continue in effect through July 31,
1998, and thereafter only as long as its continuance is approved at least
annually as above.
MODIFICATION TO GROUP FEE RATE. The Group Fee rate varies based on the
aggregate net assets of all registered investment companies having
management contracts with FMR (group assets). As group assets increase, the
Group Fee rate declines. The Amended Contract would not change the Group
Fee rate if group assets are $210 billion or less. Above $210 billion in
group assets, the Group Fee rate declines under both contracts, but under
the Amended Contract, it declines faster.
The Group Fee rate is calculated according to a graduated schedule
providing for different rates for different levels of group assets. The
rate at which the Group Fee rate declines is determined by fee
"breakpoints" that provide for lower fee rates when group assets increase.
The Amended Contract would add 10 new, lower breakpoints applicable when
group assets are above $210 billion. (For an explanation of how the Group
Fee rate is used to calculate the management fee see the section entitled
"Present Management Contracts" on page .)
GROUP FEE RATE BREAKPOINT
Average Group Present Group Amended
Assets Contract Assets Contract
($ billions) ($ billions)
Over 174 .3000% 174 - 210 .3000%
210 - 246 .2950%
246 - 282 .2900%
282 - 318 .2850%
318 - 354 .2800%
354 - 390 .2750%
390 - 426 .2700%
426 - 462 .2650%
462 - 498 .2600%
498 - 534 .2550%
Over 534 .2500%
The resulting Group Fee rates at various levels of group assets are
indicated below. (For an explanation of how the breakpoints are combined to
arrive at the Group Fee rate, see "Present Management Contracts" on page .)
EFFECTIVE GROUP FEE RATES
Group Present Amended
Assets Contract Contract
($ billions)
150 0.3371% 0.3371%
200 0.3284% 0.3284%
250 0.3227% 0.3219%
300 0.3190% 0.3163%
350 0.3162% 0.3113%
400 0.3142% 0.3067%
450 0.3126% 0.3024%
500 0.3114% 0.2982%
550 0.3103% 0.2942%
FMR voluntarily adopted various additional Group Fee breakpoints for group
assets over $174 billion in 1993, 1994 and 1996. Although the new fee
breakpoints have not been added to the management contract pending
shareholder approval, FMR has voluntarily based its management fee on the
Group Fee schedule contained in the Amended Contract since January 1, 1996.
Group assets for May 1997 were approximately $ 482 billion.
MODIFICATIONS TO PERFORMANCE ADJUSTMENT - ROUNDING METHOD. The annual
Performance Adjustment rate equals 0.02% for each percentage point by which
the fund outperforms or underperforms the Index over a 36-month performance
period. Under the Present Contract, the investment performance of both the
fund and the Index are rounded to the nearest full percentage point (for
example, 15.5123% is rounded to 16%.) Rounding to full percentage points
results in the Performance Adjustment rate being applied in 0.02%
increments. In comparison, under the Amended Contract, the investment
performance of both the fund and Index are rounded to the nearest 0.01%
(using the prior example, 15.5123% is rounded to 15.51%) prior to
calculating the difference in investment performance. The more precise
rounding method results in a more accurate measure of the difference in
investment performance and allows for the Performance Adjustment to be
applied in 0.0002% increments. This reduces the chance of minor changes in
performance resulting in significant changes to the Performance Adjustment,
and ultimately the fund's management fee.
During fiscal 1996, using the more precise rounding methodology, the
impact on the annual performance fee rate would have been between
0. 0150 % and (0. 0150 )% as a percentage of the fund's average
net assets for the year. The aggregate impact during fiscal 1996 was a
0. 0030 % decline in the management fee.
COMPARISON OF MANAGEMENT FEES. The following table compares the fund's
management fee as calculated under the terms of the Present Contract (not
including FMR's voluntary implementation of the Group Fee reductions) for
fiscal 1996 to the management fee the fund would have incurred if the
Amended Contract had been in effect. Management fees are expressed in
dollars and as percentages of the fund's average net assets for the year.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Present Contract Amended Contract Difference
$ % $ % $ %
Basic Fee 4,624,533 0.7634 4,578,588 0.7558 (45,945) (0.0076)
Performance 25,126 0.0041 6,884 0.0011 (18,242) (0.0030)
Adjustment
Total Management Fee 4,649,659 0.7675 4,585,472 0.7569 (64,187) (0.0106)
</TABLE>
The following table provides data concerning the fund's management fees
and expenses as a percentage of average net assets for the fiscal year
ended October 31, 1996 under the Present Contract (not including FMR's
voluntary implementation of the Group Fee reductions) and if the Amended
Contract had been in effect during the same period.
The following figures are based on historical expenses adjusted to reflect
current fees of the fund and are calculated as a percentage of average net
assets.
COMPARATIVE FEE TABLE
ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets)
Present Contract Amended
Contract
Management Fee 0.7 7 % 0.76 %
Other Expenses 0.51% 0.51 %
Total Fund Operating Expenses 1.2 8 % 1.27 %
A portion of the brokerage commissions that the fund pays is used to
reduce the fund's expenses. The fund has entered into arrangements with its
custodian and transfer agent whereby interest earned on uninvested cash
balances is used to offset a portion of the fund's expenses. Including
these reductions, the total operating expenses presented in the table would
have been 1.26 % under the Present Contract and 1.25 % under
the Amended Contract.
EXAMPLE: The following illustrates the expenses on a $1,000 investment
under the fees and expenses stated above, assuming (1) 5% annual return,
(2) redemption at the end of each time period, and (3) payment of the
fund's 3% sales charge.
1 Year 3 Years 5 Years 10
Years
Present Contract $4 3 $69 $9 8 $1 80
Amended Contract $ 43 $ 69 $ 98 $ 179
The purpose of this example and the table is to assist investors in
understanding the various costs and expenses of investing in shares of the
fund. The example above should not be considered a representation of past
or future expenses of the fund. Actual expenses may vary from year to year
and may be higher or lower than those shown above.
MATTERS CONSIDERED BY THE BOARD
The mutual funds for which the members of the Board of Trustees serve as
Trustees are referred to herein as the "Fidelity funds." The Board of
Trustees meets eleven times a year. The Board of Trustees, including the
Independent Trustees, believe that matters bearing on the appropriateness
of the fund's management fees are considered at most, if not all, of their
meetings. While the full Board of Trustees or the Independent Trustees, as
appropriate, act on all major matters, a significant portion of the
activities of the Board of Trustees (including certain of those described
herein) are conducted through committees. The Independent Trustees meet
frequently in executive session and are advised by independent legal
counsel selected by the Independent Trustees.
The proposal to present the Amended Contract to shareholders was approved
by the Board of Trustees of the fund, including all of the Independent
Trustees on October 9, 1996. The Board of Trustees considered and approved
the modifications to the Group Fee Rate schedule during the two month
periods from November to December 1995, and June to July 1994 and the
modifications to the Performance Adjustment calculation during the period
from June to July 1995. The Board of Trustees received materials relating
to the Amended Contract in advance of the meeting at which the Amended
Contract was considered, and had the opportunity to ask questions and
request further information in connection with such consideration.
INFORMATION RECEIVED BY THE INDEPENDENT TRUSTEES. In connection with their
monthly meetings Trustees receive materials specifically relating to the
Amended Contract. These materials include: (i) information on the
investment performance of the fund, a peer group of funds and an
appropriate index or combination of indices, (ii) sales and redemption data
in respect of the fund, (iii) the economic outlook and the general
investment outlook in the markets in which the fund invests, and (iv)
notable changes in the fund's investments. The Board of Trustees and the
Independent Trustees also consider periodically other material facts such
as (1) FMR's results and financial condition, (2) arrangements in respect
of the distribution of the fund's shares, (3) the procedures employed to
determine the value of the fund's assets, (4) the allocation of the fund's
brokerage, if any, including allocations to brokers affiliated with FMR and
the use of "soft" commission dollars to pay fund expenses and to pay for
research and other similar services, (5) FMR's management of the
relationships with the fund's custodian and subcustodians, (6) the
resources devoted to and the record of compliance with the fund's
investment policies and restrictions and with policies on personal
securities transactions and (7) the nature, cost, and audit of
non-investment management services provided by FMR and its affiliates.
In response to questions raised by the Independent Trustees, additional
information was furnished by FMR including, among other items, information
on and analysis of (a) the overall organization of FMR, (b) the impact of
performance adjustments to management fees, (c) the choice of performance
indices and benchmarks, (d) the composition of peer groups of funds, (e)
transfer agency and bookkeeping fees paid to affiliates of FMR, (f)
investment performance, (g) investment management staffing, (h) the
potential for achieving further economies of scale, (i) operating expenses
paid to third parties, and (j) the information furnished to investors,
including the fund's shareholders.
In considering the Amended Contract, the Board of Trustees and the
Independent Trustees did not identify any single factor as all-important or
controlling, and the following summary does not detail all of the matters
considered. Matters considered by the Board of Trustees and the Independent
Trustees in connection with their approval of the Amended Contract include
the following:
INVESTMENT COMPLIANCE AND PERFORMANCE. The Board of Trustees and the
Independent Trustees considered whether the fund has operated within its
investment objective and its record of compliance with its investment
restrictions. They also reviewed monthly the fund's investment performance
as well as the performance of a peer group of mutual funds, and the
performance of an appropriate index or combination of indices.
FMR'S PERSONNEL AND METHODS. The Board of Trustees and the Independent
Trustees annually review a report detailing the background of the fund's
portfolio manager, and the fund's investment objective and discipline. The
Independent Trustees have also had discussions with senior management of
FMR responsible for investment operations, and the senior management of
Fidelity's equity group. Among other things they considered the size,
education and experience of FMR's investment staff, its use of technology,
and FMR's approach to recruiting, training and retaining portfolio managers
and other research, advisory and management personnel.
NATURE AND QUALITY OF OTHER SERVICES. The Board of Trustees and the
Independent Trustees considered the nature, quality, cost and extent of
administrative and shareholder services performed by FMR and affiliated
companies, both under the Amended Contract and under separate agreements
covering transfer agency functions and pricing, bookkeeping and securities
lending services, if any. The Board of Trustees and the Independent
Trustees have also considered the nature and extent of FMR's supervision of
third party service providers, principally custodians and subcustodians.
EXPENSES. The Board of Trustees and the Independent Trustees considered
the fund's expense ratio and expense ratios of a peer group of funds. They
also considered the amount and nature of fees paid by shareholders.
PROFITABILITY. The Board of Trustees and the Independent Trustees
considered the level of FMR's profits in respect of the management of the
Fidelity funds, including the fund. This consideration included an
extensive review of FMR's methodology in allocating its costs to the
management of the fund. The Board of Trustees and the Independent Trustees
have concluded that the cost allocation methodology employed by FMR has a
reasonable basis and is appropriate in light of all of the circumstances.
They considered the profits realized by FMR in connection with the
operation of the fund and whether the amount of profit is a fair
entrepreneurial profit for the management of the fund. They also considered
the profits realized from non-fund businesses which may benefit from or be
related to the fund's business. The Board of Trustees and the Independent
Trustees also considered FMR's profit margins in comparison with available
industry data, both accounting for and ignoring market expenses.
ECONOMIES OF SCALE. The Board of Trustees and the Independent Trustees
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 benefitted from any economies of scale, and
whether there is potential for realization of any further economies of
scale. The Board of Trustees and the Independent Trustees have concluded
that FMR's mutual fund business presents some limited opportunities to
realize economies of scale and that these economies are being shared
between fund shareholders and FMR in an appropriate manner. The Independent
Trustees have also concluded that the existing group fee structure should
be continued but determined that it would be appropriate to change the
group fee structure as proposed herein.
OTHER BENEFITS TO FMR. The Board of Trustees and the Independent Trustees
also considered the character and amount of fees paid by the fund and the
fund's shareholders for services provided by FMR and its affiliates,
including fees for services like transfer agency, fund accounting and
direct shareholder services. They also considered the allocation of fund
brokerage to brokers affiliated with FMR and the receipt of sales loads and
payments under Rule 12b-1 plans in respect of certain of the Fidelity
funds. The Board of Trustees and the Independent Trustees also considered
the revenues and profitability of FMR businesses other than its mutual fund
business, including FMR's retail brokerage, correspondent brokerage,
capital markets, trust, investment advisory, pension record keeping, credit
card, insurance, publishing, real estate, international research and
investment funds, and others. The Board of Trustees and the Independent
Trustees considered the intangible benefits that accrue to FMR and its
affiliates by virtue of their relationship with the fund.
OTHER BENEFITS TO SHAREHOLDERS. The Board of Trustees and the Independent
Trustees considered the benefit to shareholders of investing in a fund that
is part of a large family of funds offering a variety of investment
disciplines and providing for a large variety of fund and shareholder
services.
CONCLUSION. In considering the Amended Contract, the Board of Trustees and
the Independent Trustees did not identify any single factor as
all-important or controlling, and the foregoing summary does not detail all
of the matters considered. Based on their evaluation of all material
factors and assisted by the advice of independent counsel, the Trustees
concluded (i) that the existing management fee structure is fair and
reasonable and (ii) that the proposed modifications to the management fee
rates, that is the reduction of the Group Fee Rate schedule and the
modifications to the performance adjustment calculation, are in the best
interest of the fund's shareholders. The Board of Trustees, including the
Independent Trustees, voted to approve the submission of the Amended
Contract to shareholders of the fund and recommends that shareholders of
the fund vote FOR the Amended Contract. If approved by shareholders, the
Amended Contract will take effect on the first day of the first month
following approval.
12. TO APP ROVE A NEW SUB-ADVISORY AGREEMENT WITH FIDELITY
INVESTMENTS JAPAN LIMITED FOR EACH OF FIDELITY EMERGING MARKETS FUND,
FIDELITY INTERNATIONAL GROWTH & INCOME FUND, FIDELITY OVERSEAS FUND,
FIDELITY PACIFIC BASIN FUND, AND FIDELITY WORLDWIDE FUND.
In conjunction with its portfolio management responsibilities on
behalf of each fund, FMR has entered into sub-advisory agreements with
affiliates whose offices are geographically dispersed around the world. To
strengthen these relationships, the Board of Trustees proposes that
shareholders of each fund approve a sub-advisory agreement (the Proposed
Agreement) between FIJ and FMR on behalf of each fund. The Proposed
Agreement would allow FMR not only to receive investment advice and
research services from FIJ, but also would permit FMR to grant FIJ
investment management authority if FMR believes it would be beneficial to
each fund and its shareholders. BECAUSE FMR WOULD PAY ALL OF FIJ'S FEES,
THE PROPOSED AGREEMENT WOULD NOT AFFECT THE FEES PAID BY EACH FUND TO FMR.
In addition, the Proposed Agreement includes a discussion of FIJ's ability
to use brokers and dealers to execute portfolio transactions, consistent
with the authority granted FMR under the Management Contract.
On October 9, 1996, the Board of Trustees agreed to submit the Proposed
Agreement to shareholders of each fund pursuant to a unanimous vote of both
the full Board of Trustees and those Trustees who were not "interested
persons" of the trust or FMR. FMR provided substantial information to the
Trustees to assist them in their deliberations. The Trustees determined
that allowing FMR to receive investment advice and research services from
FIJ as well as to grant investment management authority to FIJ would
provide FMR increased flexibility in the assignment of portfolio managers
and give each fund access to managers located abroad who may have more
specialized expertise with respect to local companies and markets.
Additionally, the Trustees believe that each fund and its shareholders may
benefit from giving FMR, through FIJ, the ability to execute portfolio
transactions from points in Japan that are physically closer to foreign
issuers and the primary markets in which their securities are traded.
Increasing FMR's proximity to foreign markets should enable each fund to
participate more readily in full trading sessions on foreign exchanges, and
to react more quickly to changing market conditions. A copy of the Proposed
Agreement is attached to this proxy statement as Exhibit 8.
FIJ, established in 1986 with its principal office in Tokyo, Japan is a
wholly-owned subsidiary of Fidelity International Limited (FIL) , an
affiliate of FMR organized under the laws of Bermuda. In 1994, FIJ
registered as an investment advisor with the SEC in order to provide
investment advisory services to FMR with respect to foreign securities,
primarily Japanese securities. This research complements other research on
foreign securities produced by FMR's U.S.-based research analysts and
portfolio managers, obtained from other FMR subsidiaries or affiliates with
whom FMR has entered into sub-advisory agreements, or obtained from
broker-dealers or other sources.
FIJ may also provide investment advisory and management services to FMR
with respect to other investment companies for which FMR serves as
investment adviser, and to other clients. Currently, FIJ's only client
other than FMR is FIL. FIL provides investment advisory services to
non-U.S. investment companies and institutional investors investing in
securities of issuers throughout the world. Edward C. Johnson 3d, President
and a Trustee of the trust, is Chairman and a Director of FIJ, Chairman,
and a Director of FIL, and a principal stockholder of both FIL and FMR. For
more information on FIJ, see the section entitled "Activities and
Management of FIJ, FIIA, and FIIAL U.K.," on page .
Under the Proposed Agreement, FIJ could act as an investment consultant to
FMR and could supply FMR with investment research information and portfolio
management advice as FMR reasonably requests on behalf of each fund. FIJ
would provide investment advice and research services with respect to
issuers located outside of the United States focusing primarily on
companies based in the Far East. Under the Proposed Agreement with FIJ,
FMR, NOT EACH FUND , would pay FIJ 30% of FMR's monthly management
fee with respect to the average market value of investments held by each
fund for which FIJ shall have provided investment advice.
Under the Proposed Agreement, FMR could also grant investment management
authority with respect to all or a portion of each fund's assets to FIJ. If
FIJ were to exercise investment management authority on behalf of each
fund, it would be required, subject to the supervision of FMR, to direct
the investments of each fund in accordance with the fund's investment
objective, policies, and limitations as provided in each fund's prospectus
or other governing instruments and such other limitations as each fund may
impose by notice in writing to FMR or FIJ. If FMR grants investment
management authority to FIJ with respect to all or a portion of each fund's
assets, FIJ would be authorized to buy or sell stocks, bonds, and other
securities for each fund subject to the overall supervision of FMR and the
Board of Trustees. In addition, the Proposed Agreement would authorize FMR
to delegate other investment management services to FIJ, including, but not
limited to, currency management services (including buying and selling
currency options and entering into currency forward and futures contracts
on behalf of each fund), other transactions in futures contracts and
options, and borrowing or lending portfolio securities. If any of these
investment management services were delegated, FIJ would continue to be
subject to the control and direction of FMR and the Board of Trustees and
to be bound by the investment objective, policies, and limitations of each
fund.
To the extent that FMR granted investment management authority to FIJ, FMR
would pay FIJ 50% of its monthly management fee with respect to the average
net assets managed on a discretionary basis by FIJ for investment
management services.
If approved by shareholders, the Proposed Agreement would take effect on
October 1, 1997 (or, if later, the first day of the month following
approval) and would continue in force until July 31, 1998 and from year to
year thereafter, but only as long as its continuance was approved at least
annually by (i) the vote, cast in person at a meeting called for the
purpose, of a majority of those Trustees who are not "interested persons"
of the trust or FMR and (ii) the vote of either a majority of the Trustees
or by the vote of a majority of the outstanding shares of each fund.
The Proposed Agreement could be transferred to a successor of FIJ without
resulting in its termination and without shareholder approval, as long as
the transfer did not constitute an assignment under applicable securities
laws and regulations. The Proposed Agreement would be terminable on 60
days' written notice by either party to the agreement and the Proposed
Agreement would terminate automatically in the event of its assignment.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit each fund and its shareholders. The Trustees recommend voting FOR
the proposal. If approved by shareholders, the Proposed Agreement will
take effect on the first day of the first month following approval. If
the Proposed Agreement is not approved, FMR will continue to manage each
fund under its Management Contract with the flexibility to use
sub-advisers, excluding FIJ, as previously approved.
13. TO APPROVE A DISTRIBUTION AND SERVICE PLAN PURSUANT TO RULE 12B-1 FOR
EACH OF FIDELITY INTERNATIONAL GROWTH & INCOME FUND, FIDELITY
OVERSEAS FUND, AND FIDELITY WORLDWIDE FUND.
The Board of Trustees has approved, and recommends that shareholders of
Fidelity International Growth & Income Fund, Fidelity Overseas Fund, and
Fidelity Worldwide Fund approve a Distribution and Service Plan (the Plan)
for the funds. A copy of the Plan is attached to this Proxy Statement as
Exhibit 9.
THE PLAN. The Plan was approved by the Board as provided for by Rule 12b-1
(the Rule) promulgated by the Securities and Exchange Commission (SEC)
under the Investment Company Act of 1940 (the 1940 Act). The Rule provides
that, an investment company (e.g., a mutual fund) acting as a distributor
of its shares must do so pursuant to a written Plan "describing all
material aspects of the proposed financing of distribution.'' Under the
Rule, an investment company is deemed to be acting as a distributor of its
shares if it engages "directly or indirectly in financing any activity
which is primarily intended to result in the sale of shares issued by such
company, including, but not necessarily limited to, advertising,
compensation of underwriters, dealers, and sales personnel, the printing
and mailing of prospectuses to other than current shareholders, and the
printing and mailing of sales literature.''
The Plan is designed to avoid legal uncertainties which may arise from the
ambiguity of the phrase "primarily intended to result in the sale of
shares'' and from the term "indirectly'' as used in the Rule. The SEC has
neither approved nor disapproved the Plan.
The Plan contemplates that all expenses relating to the distribution of
fund shares shall be paid for by FMR, or Fidelity Distributors Corporation
(FDC), a wholly owned subsidiary of FMR Corp., out of past profits and
other resources, including management fees paid by a fund to FMR. The Plan
also recognizes that FMR, either directly or through FDC, may make payments
from these sources to securities dealers and to other third parties who
engage in the sale of fund shares or who render shareholder services. The
Plan provides that, to the extent that each fund's payment of management
fees to FMR might be considered to constitute the "indirect'' financing of
activities "primarily intended to result in the sale of shares,'' such
payment is expressly authorized. THE PLAN DOES NOT AUTHORIZE PAYMENTS BY
EACH FUND OTHER THAN THOSE THAT ARE TO BE MADE TO FMR UNDER ITS MANAGEMENT
CONTRACT.
Each fund may execute portfolio transactions with, and purchase securities
issued by, depository institutions that receive payments under the Plan. No
preference for the instruments of such depository institutions will be
shown in the selection of investments.
Although the Plan contemplates that FMR and FDC may engage in various
distribution activities, it does not require them to perform any specific
type of distribution activity or to incur any specific level of expense for
such activities.
Each fund's Plan contains a number of provisions relating to
reporting obligations and to its amendment and termination as required by
the Rule. If approved by shareholders, the Plan will continue in effect as
long as its continuance is specifically approved at least annually by a
majority of the Board of Trustees, including a majority of the Trustees who
are not "interested persons'' of the trust and who have no direct or
indirect financial interest in the operation of the Plan or any agreement
related to the Plan (the non-interested Trustees), cast in person at a
meeting called for the purpose of voting on the Plan. The Plan may be
amended at any time by the Trustees, except that it may not be amended to
authorize direct payments by each fund to finance any activity primarily
intended to result in the sale of shares issued by each fund or to increase
materially the amount spent by each fund for distribution without the
approval of a majority of the outstanding shares of each fund and the
Trustees. In addition, any amendment of a fund's Management Contract
to increase the amount paid by each fund to FMR shall be effective only
upon approval by vote of a majority of the outstanding voting securities of
that fund. All material amendments to a Plan also must be
approved by a majority of the non-interested Trustees. Each Plan,
and any agreements related to the Plan, may be terminated at any time by a
vote of the majority of the non-interested Trustees or by a vote of the
majority of the outstanding shares of each respective fund. The Plan
requires that the Trustees receive, at least quarterly, a written report as
to the amounts expended during the quarter by FMR, or FDC, in connection
with financing any activity primarily intended to result in the sale of
shares issued by each fund, and the purposes for which such expenditures
were made. As required by the Rule, while the Plan is in effect, the
selection and nomination of those Trustees who are not "interested persons"
shall be committed to the discretion of the non-interested Trustees then in
office.
TRUSTEE CONSIDERATION. In determining to recommend the adoption of
each Plan, the Board considered a variety of factors and was advised
by counsel who are not counsel to FMR or FDC. The Trustees believe that the
fees paid by each fund to FMR under the Management Contract, are fair and
reasonable, that the services provided thereunder are necessary and
appropriate for each fund and its shareholders, and that each fund does not
indirectly finance the distribution of its shares in contravention of the
Rule. Nonetheless, the Trustees concluded that adoption of the Plan would
avoid legal uncertainties which might arise as a result of what they and
FMR believes to be potentially subjective and ambiguous language contained
in the Rule and in public releases issued by the SEC in connection with the
proposal and adoption of the Rule (SEC Releases). The Trustees believe that
the adoption of the Plan is advisable to minimize such legal uncertainties
and to provide other benefits to each fund and its shareholders.
The Trustees noted that each fund's Plan does not involve any direct
payment by each fund to finance any activity primarily intended to result
in the sale of shares issued by each fund, and that any amendment of each
fund's Management Contract with FMR to increase the amount paid by each
fund thereunder would require approval of both the Trustees and each fund's
shareholders. The Trustees also considered the factors suggested in the SEC
Releases including: the need for independent counsel or experts to assist
the Trustees in reaching a determination; the nature and causes of the
problems and circumstances which made consideration of a Plan appropriate;
the way in which a Plan would resolve or alleviate the problems, including
the nature and approximate amount of the expenditures contemplated by the
Plan; the merits of possible alternatives to the Plan; the
interrelationship between the Plan and the activities of FMR in financing
the distribution of each fund's shares; the possible benefits of the Plan
to FMR and its affiliates relative to those expected to accrue to each
fund; and consequently the effects of the Plan on existing shareholders.
The reduction in legal uncertainties arising from the potentially
subjective and ambiguous language that appears in the Rule and in the SEC
Releases enables the Trustees, in connection with their review of each
fund's Management Contract with FMR, to consider the full range of services
provided by FMR and FDC, including services which may be related to the
distribution of each fund's shares. In addition, the Board of Trustees
considered alternatives to the Plan, including direct payments by a
fund to FDC and/or third parties and the implementation of a sales load.
The Trustees believe it is appropriate to ensure that FMR and FDC have the
flexibility to direct their distribution activities in a manner consistent
with prevailing market conditions by using, subject to approval of the
Trustees, their resources, including the current management fee, to make
payments to third parties. To the extent that FMR has greater flexibility
under the Plan, additional sales of each fund's shares may result. The
Trustees believe that this flexibility has the potential to benefit each
fund by reducing the possibility that each fund would experience net
redemptions, which might require the liquidation of portfolio securities in
amounts and at times that could be disadvantageous for investment purposes.
Of course, there can be no assurance that these events will occur.
The Board of Trustees recognized that a greater level of fund assets
benefits FMR by increasing its management fee revenues. The Board noted the
high quality of investment management services and the expansion of, and
many innovations in, investor services that have been provided by FMR over
the years. The Board believes that revenues received by FMR contribute to
its continuing ability to attract and retain a high caliber of investment
and other personnel and to develop and implement new systems for providing
services and information to shareholders. The Board considers this ability
to be an important benefit to each fund and its shareholders.
CONCLUSION. For the reasons stated above, the members of the Board of
Trustees unanimously concluded in the exercise of their business judgment
and in light of their fiduciary duties under state law and the 1940 Act
that there is a reasonable likelihood that the Plan will benefit each fund
and its shareholders. The Trustees recommend that shareholders of each fund
vote FOR approval of the Plan. If approved by shareholders the Plan will
take effect on the first day of the first month following approval. With
respect to each fund, if the Plan is not approved, the Board and FMR will
consider alternative means of obtaining the services that are to be
provided under the Plan.
14. TO REPLACE FIDELITY INTERNATIONAL GROWTH & INCOME FUND'S FUNDAMENTAL
INVESTMENT POLICY REGARDING INVESTMENT IN DEBT SECURITIES WITH A
NON-FUNDAMENTAL POLICY.
The Board of Trustees recommends replacing Fidelity International Growth &
Income Fund's fundamental investment policy regarding investment in debt
securities with a substantially similar non-fundamental investment policy.
The primary purpose of this proposal is to give the fund greater
flexibility to adapt to future economic, market or regulatory changes
without the possible need for, or expense of, an additional shareholder
meeting.
The following is the fund's current fundamental investment policy
regarding investment in debt securities:
"Under normal conditions, the fund will have at least 25% of its total
assets invested in debt securities."
If the proposal is approved, the Trustees intend to adopt the following
non-fundamental investment policy:
"FMR normally invests at least 25% of the fund's total assets in debt
securities of any quality, money market securities, repurchase agreements,
and money market funds managed by FMR or its affiliates."
The fund is not required to have a policy regarding investment in debt
securities. Historically, foreign equity securities have not provided a
significant income return. As a result, the fund adopted its current
fundamental investment policy regarding investment in debt securities in
order to provide the income component of its fundamental investment
objective - to seek capital growth and current income, consistent with
reasonable investment risk, by investing principally in foreign securities.
As international markets develop and evolve, it may be possible to manage
the fund in accordance with its fundamental investment objective by
investing more significantly in income-producing equity securities. If this
occurs, if may be appropriate for the Trustees to consider modifying the
proposed non-fundamental policy.
The proposed non-fundamental investment policy explicitly recognizes that
the fund's 25% investment in debt securities includes investments in money
market securities, repurchase agreements and money market funds managed by
FMR or its affiliates. Currently, FMR considers such securities to be debt
securities for purposes of the fund's fundamental investment policy
regarding debt securities. While it is not currently anticipated that
approval of the proposal will have any material impact on the way the fund
is managed, such approval would permit the fund to change its policy
regarding investment in debt securities, consistent with its investment
objective, subject only to the supervision of the Board of Trustees and
applicable regulatory requirements, without seeking additional approval
from shareholders.
Fundamental investment policies can be changed only with the approval of
shareholders, while non-fundamental policies can be changed or eliminated
without shareholder approval. However, changes in non-fundamental policies
are subject to the supervision of the Board of Trustees. The fund's
fundamental investment objective will remain the same, and will not be
changed in the future without shareholder approval.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit Fidelity International Growth & Income Fund and its shareholders.
The trustees recommend voting FOR the proposal. Upon shareholder approval,
the changes will become effective when the disclosure is revised to
reflect the changes. If the proposal is not approved, the fund's
fundamental investment policy will remain unchanged.
15. TO AMEND FIDELITY EUROPE FUND'S FUNDAMENTAL INVESTMENT OBJECTIVE AND TO
MODIFY CERTAIN FUNDAMENTAL INVESTMENT POLICIES TO PROVIDE THAT THE FUND
WILL INVEST IN EUROPE RATHER THAN WESTERN EUROPE.
The Trustees recommend that Fidelity Europe Fund's investment objective be
changed to refer to investments in "Europe" rather than "Western Europe."
Currently, the fund's objective is to seek "growth of capital over the long
term through investments in securities of issuers that have their principal
activities in Western Europe." The Trustees recommend that the word
"Western" be deleted from the fund's objective. The Trustees also recommend
that the word "Western" be deleted from the fund's current policy of
normally investing at least 65% of total assets in Western European
issuers, that this policy be made non-fundamental (i.e., changeable by the
Board of Trustees without approval by shareholders) and that the fund's
fundamental policy regarding allocation across regions and countries be
eliminated.
When the fund commenced operations in 1986, only Western European nations
had capitalist economies that were suitable for investment. As a result,
investments in "Western" Europe encompassed essentially all of the
investments available to mutual funds. The dramatic changes in Europe since
1986 have revolutionized the political and economic landscape. The trend in
Eastern Europe has been to move away from government control and to
privatize industries, therefore creating new markets and increasing
investment opportunities. Since 1990, Eastern European countries have
opened stock markets with a total market capitalization of over $70 billion
as of the year ended 1996.
FMR believes that it is appropriate at this time to amend the investment
objective and to modify the fundamental investment policies of the fund to
allow the fund to recognize that "Europe" now encompasses more than the
Western European nations. While most Eastern European markets are still
small, and represent a small proportion of the total investment
opportunities available in Europe, in the future countries outside Western
Europe may come to represent a far more significant part of European
economic production. Amending the fund's objective and modifying its
fundamental investment policy would orient the fund toward all the
investment opportunities that Europe may provide as it evolves, without
being bound by outdated political divisions.
Currently, the fund can invest up to 35% of its assets in Eastern Europe.
Adoption of the proposed fundamental investment objective would allow up to
100% investment by the fund in Eastern Europe in the future. However, given
the current size of the Eastern European markets, the proposed change to
the fund's fundamental investment objective is not currently expected to
materially affect the way in which the fund is managed, but will provide
FMR with more flexibility in selecting the investments for the fund and
responding to changes in market conditions in the future. Mutual funds that
are internationally focused and invest in emerging markets have increased
economic and political risks as they are exposed to events and factors in
the various world markets. The fund's performance is closely tied to
economic and political conditions within Europe and the European Economic
Area (formerly the Common Market). Also, because a substantial portion of
the fund's investments are denominated in foreign currencies, changes in
the value of foreign currencies can significantly affect the fund's share
price.
Fidelity Europe Fund has a fundamental policy, relating to its investment
objective, which states that "[n]ormally, at least 65% of the fund's total
assets will be invested in such securities." The SEC staff currently holds
the position that, if a fund's name implies investment in a particular
geographic region, the fund should normally invest at least 65% of its
total assets in that region ("65% policy"). The 65% policy is not currently
required to be a fundamental investment policy.
The Trustees propose th at the 65% policy be made a non-fundamental
policy. This proposal also would eliminate Fidelity Europe Fund's
fundamental investment policy relating to allocation of investments across
regions and countries, thereby giving the fund greater flexibility in the
choice and management of its investments, consistent with its fundamental
investment objective. It is not currently anticipated that these changes
will have any material impact on the way the fund in managed. However, the
proposal would permit the fund to change its 65% policy consistent with its
investment objective, subject only to the supervision of the Trustees and
applicable regulatory requirements.
The following are Fidelity Europe Fund's current fundamental
investment policies regarding the allocation of investments across regions
and countries:
"In determining whether an issuer's principal activities are in Western
Europe, FMR will look at such factors as the location of its assets,
personnel, sales, and earnings. When allocating investments among
geographic regions and individual countries, FMR will consider various
criteria, such as the relative economic growth potential of the various
economies and securities markets, expected levels of inflation, government
policies influencing business conditions, and the outlook for currency
relationships."
If the proposal is approved, FMR intends to determine where an issuer or
its principal business is located by looking at such factors as its country
of organization, the primary trading market for its securities, and the
location of its assets, personnel, sales, and earnings. This would allow
FMR to consider two additional factors in determining the issuer or its
principal business location: country of organization and the primary
trading market for the issuers' securities. When allocating the funds'
investments among countries and regions, FMR intends to consider such
factors as the potential for economic growth, expected levels of inflation,
governmental policies, and the outlook for currency relationships.
The SEC has proposed to adopt a new rule that would require a fund whose
name implies investment in a particular geographic region to adopt a
fundamental policy to invest at least 80% of its net assets (plus certain
borrowings) in that region. It is uncertain whether or when a new SEC rule
will be adopted in the form proposed or modified before adoption. Allowing
the Trustees to modify the 65% policy will allow the fund to adjust to the
SEC rule as finally adopted, without the expense of further shareholder
meetings. It would also allow the Trustees to modify the 65% policy as they
see fit in the future, consistent with the fund's investment objective. If
the SEC proposal is not adopted in final form, or is inapplicable in final
form to Fidelity Europe Fund, the Board of Trustees does not currently
anticipate making any further change to the 65% policy.
CONCLUSION. The Board of Trustees believes that allowing the fund to focus
its investments in Europe as a whole rather than Western Europe alone is in
the best interests of the fund and its shareholders. The Trustees recommend
that shareholders vote FOR this proposal. Upon shareholder approval, the
changes will become effective when the disclosure is revis ed to
reflect the changes. If the proposal is not approved by shareholders, the
fund's current fundamental investment objective and policies will remain
unchanged.
16. TO ELIMINATE CERTAIN OF FIDELITY PACIFIC BASIN FUND'S FUNDAMENTAL
INVESTMENT POLICIES AND TO REPLACE CERTAIN POLICIES WITH NON-FUNDAMENTAL
POLICIES.
The Trustees recommend that Fidelity Pacific Basin Fund's current policy
of normally investing at least 65% of its total assets in Pacific Basin
issuers be made non-fundamental (i.e. changeable by the Board of Trustees
without approval by shareholders) and that the fund's fundamental policy
regarding allocation across regions and countries be eliminated.
The SEC staff currently holds the position that, if a fund's name implies
investment in a particular geographic region, the fund should normally
invest at least 65% of its total assets in that region ("65% policy"). The
65% policy is not currently required to be a fundamental investment policy.
Fidelity Pacific Basin Fund's fundamental investment objective is to seek
growth of capital over the long term through investments in securities of
issuers that have their principal activities in the Pacific Basin. The
fund's 65% policy currently states that "[n]ormally, at least 65% of the
fund's total assets will be invested in such securities." If this proposal
is approved, the 65% policy will remain the same but it will become a
non-fundamental policy.
This proposal would also eliminate the fundamental investment
policy relating to allocation of investments across regions and countries,
thereby giving the fund greater flexibility in the choice and management of
its investments, consistent with its fundamental investment objective. The
proposal is not expected to change how the fund is managed, but will
provide greater flexibility to respond to changes in the market environment
or in regulatory standards. The fund's fundamental investment objective
will remain the same, and will not be changed in the future without
shareholder approval.
The following are Fidelity Pacific Basin Fund's current fundamental
investment policies regarding the allocation of investments across regions
and countries:
"In determining whether an issuer's principal activities are in the
Pacific Basin, FMR will look at such factors as the location of its assets,
personnel, sales, and earnings. When allocating investments among
geographic regions and individual countries, FMR will consider various
criteria, such as the relative economic growth potential of the various
economies and securities markets, expected levels of inflation, government
policies influencing business conditions, and the outlook for currency
relationships."
If the proposal is approved, FMR intends to determine where an issuer or
its principal business is located by looking at such factors as its country
of organization, the primary trading market for its securities, and the
location of its assets, personnel, sales, and earnings. This would allow
FMR to consider two additional factors in determining the issuer or its
principal business location: country of organization and the primary
trading market for the issuers' securities. When allocating the funds'
investments among countries and regions, FMR intends to consider such
factors as the potential for economic growth, expected levels of inflation,
governmental policies, and the outlook for currency relationships.
The SEC has proposed to adopt a new rule that would require a fund whose
name implies investment in a particular geographic region to adopt a
fundamental policy to invest at least 80% of its net assets (plus certain
borrowings) in that region. It is uncertain whether or when a new SEC rule
will be adopted in the form proposed or further modified before adoption.
Allowing the Trustees to modify the 65% policy will allow the fund to
adjust to the SEC rule as finally adopted, without the expense of further
shareholder meetings. It would also allow the Trustees to modify the 65%
policy as they see fit in the future, consistent with the fund's investment
objective. If the SEC proposal is not adopted in final form, or is
inapplicable in final form to the Fidelity Pacific Basin Fund, the Board of
Trustees does not currently anticipate making any further change to the 65%
policy.
CONCLUSION. The Board of Trustees believes that the proposal is in the
best interests of the fund and its shareholders. The Trustees recommend
that shareholders vote FOR the proposal. Upon shareholder approval, the
changes will become effective when the disclosure is revis ed to
reflect the changes. If the proposal is not approved by shareholders, the
fund's current fundamental investment policies will remain unchanged.
17. TO REPLACE CERTAIN OF FIDELITY OVERSEAS FUND'S FUNDAMENTAL INVESTMENT
POLICIES WITH NON-FUNDAMENTAL INVESTMENT POLICIES.
The Board of Trustees recommends replacing certain of Fidelity Overseas
Fund's fundamental investment policies with non-fundamental investment
policies. The main purpose of this proposal is to redefine foreign
securities to include Canada, Mexico, and Central America. The fund's
objective of seeking long-term growth of capital primarily through
investments in foreign securities will not change.
Currently, the fund's fundamental policies provide the following:
"The fund defines foreign securities as securities of issuers whose
principal activities are located outside of the U.S. Normally, at least 65%
of the fund's total assets will be invested in securities of issuers from
at least three different countries outside of North America."
The proposal would replace the above fundamental investment policies with
the following non-fundamental policies:
"The fund defines foreign securities as securities of issuers whose
principal activities are located outside of the United States. Normally, at
least 65% of the fund's total assets will be invested in foreign
securities."
Fundamental investment policies can be changed only with the approval of
shareholders, while non-fundamental policies can be changed or eliminated
without shareholder approval. Non-fundamental investment policies are
subject to the supervision of the Board of Trustees.
The SEC staff currently holds the position that, if a fund's name implies
investment in a particular geographic region, the fund should normally
invest at least 65% of its total assets in that region ("65% policy"). The
65% policy is not currently required to be a fundamental investment policy.
The proposed non-fundamental investment policy amends the fund's
65% policy to include securities of issuers located in Canada,
Mexico, and Central America. It is not currently anticipated that this
change will have any material impact on the way the fund is managed.
However, the proposal would permit the fund to change its 65% policy
consistent with its investment objective, subject only to the supervision
of the Trustees and applicable regulatory requirements. The fund's
fundamental investment objective - to seek long-term growth of capital
primarily through investments in foreign securities - will remain the same,
and will not be changed in the future without shareholder approval.
The SEC has proposed to adopt a new rule that would require a fund whose
name implies investment in a particular geographic region to adopt a
fundamental policy to invest at least 80% of its net assets (plus certain
borrowings) in that region. It is uncertain whether or when a new SEC rule
will be adopted, whether the rule would be modified before adoption, and
whether the rule would apply to the fund. Allowing the Trustees to modify
the 65% policy will allow the fund to adjust to the SEC rule as finally
adopted, without the expense of further shareholder meetings. It would also
allow the Trustees to modify the 65% policy as they see fit in the future,
consistent with the fund's investment objective. If the SEC proposal is not
adopted in final form, or is inapplicable in final form to the Fidelity
Overseas Fund, the Board of Trustees does not currently anticipate making
any further changes to the 65% policy.
The fund does not expect that approval of the proposed changes will
materially alter the manner in which the fund is currently managed but will
provide it with additional flexibility to respond to changes in regulation
and market conditions in the future.
CONCLUSION. The Board of Trustees believes that the proposal is in the
best interests of the fund and its shareholders. The Trustees recommend
that shareholders vote FOR the proposed change to the fund's investment
policies. Upon shareholder approval, the changes will become effective when
the disclosure is revis ed to reflect the changes. If the proposal is
not approved by shareholders, the fund's current fundamental policy will
remain unchanged.
18. TO REPLACE THE FUNDAMENTAL INVESTMENT POLICY CONCERNING INVESTMENT FOR
TEMPORARY DEFENSIVE PURPOSES WITH A NON-FUNDAMENTAL POLICY FOR FIDELITY
OVERSEAS FUND, FIDELITY EUROPE FUND, AND FIDELITY PACIFIC BASIN FUND.
The Trustees recommend that each fund's fundamental policy regarding
temporary defensive investments be replaced with a non-fundamental policy
that is standard for all Fidelity international equity funds. Fundamental
policies can be changed or eliminated only with shareholder approval, while
non-fundamental policies may be changed without shareholder approval.
Each fund's temporary defensive policy currently states:
"When market conditions warrant, FMR can make substantial temporary
defensive investments in U.S. government obligations or investment-grade
debt obligations of companies incorporated in, and having principal
business activities in, the U.S."
The Trustees recommend that the shareholders of each fund vote to
eliminate the above fundamental investment policies. If the proposal is
approved, the Trustees intend to replace each current fundamental policy
with a non-fundamental policy that could be changed without a vote of
shareholders. The proposed non-fundamental temporary defensive policy is
the standard for Fidelity international equity funds and is set forth
below:
"FMR normally invests the fund's assets according to its investment
strategy. The fund also reserves the right to invest without limitation in
preferred stocks and investment-grade debt instruments for temporary,
defensive purposes."
Mutual funds are permitted, for temporary defensive purposes, to invest
substantially in investments that fall outside of the fund's normal
investment parameters. Temporary defensive policies essentially permit
mutual funds to invest more conservatively than they otherwise would under
certain circumstances.
The proposed non-fundamental temporary defensive policy would add
preferred stocks as possible investments for temporary defensive purposes
in addition to investment in any type of investment-grade debt security.
Each fund normally invests in common stocks. Preferred stocks generally are
considered to be more conservative than common stocks since many pay a
fixed dividend, and in the event that a corporation is liquidated, the
claims of owners of bonds and preferred stock take precedence over claims
of common stock owners. The policy would also allow investments in foreign
debt securities or preferred stocks, where appropriate, to be considered
defensive investments.
While is not currently anticipated that the change will have any material
impact on the way the funds are managed, approval of this proposal would
permit each fund, in the future, to react to changing market conditions by
altering its temporary defensive policy, subject only to supervision of the
Trustees and applicable regulatory requirements, without seeking additional
approval from the shareholders. In addition, the Board of Trustees believes
that efforts to standardize each fund's temporary defensive policies will
facilitate FMR's investment compliance efforts and are in the best
interests of shareholders. Non-fundamental investment policies can be
changed without shareholder approval but are subject to the supervision of
the Board of Trustees, and to appropriate disclosure to fund shareholders
and prospective shareholders.
The SEC has proposed to adopt amendments to Form N-1A, the form used by
open-end investment companies to register under the Investment Company Act
of 1940 and to offer their shares under the Securities Act of 1933. The
amendments would require a fund to disclose in its prospectus its intention
to use temporary defensive positions. The SEC proposal would also require a
fund to disclose the percentage of its assets that may be committed to
temporary defensive positions (e.g., up to 100% of the fund's assets), the
risks, if any, associated with the positions, and the likely effect of
these positions on the fund's performance. It is uncertain whether or when
a new SEC rule will be adopted and, if adopted, whether a new rule would be
substantially in the form proposed or further modified. Replacement of each
fund's current fundamental temporary defensive policy at this time with the
standard non-fundamental policy will permit each fund to avoid the possible
need for an additional shareholder meeting to conform each fund's policy to
potential future regulatory changes. If this proposal is adopted, the Board
of Trustees may, without shareholder approval, change the non-fundamental
temporary defensive policy in response to future regulatory changes.
CONCLUSION. The Board of Trustees believes that adopting the proposed
non-fundamental investment policy is in the best interests of each fund and
its shareholders. The Trustees recommend that shareholders vote FOR the
proposal. Upon shareholder approval, the changes will become effective when
the disclosure is revis ed to reflect the changes. If the proposal is
not approved by shareholders of a fund, that fund's current fundamental
investment policy will remain unchanged.
19. TO AMEND EACH FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
DIVERSIFICATION.
Fidelity Canada Fund's, Fidelity Emerging Markets Fund's, and Fidelity
Worldwide Fund's current fundamental investment limitation concerning
diversification is as follows:
"The fund may not with respect to 75% of the fund's total assets, purchase
the securities of any issuer (other than obligations issued or guaranteed
by the government of the United States, or any of its agencies or
instrumentalities) if, as a result thereof, (a) more than 5% of the fund's
total assets would be invested in the securities of such issuer, or (b) the
fund would hold more than 10% of the voting securities of such issuer."
Fidelity International Growth & Income Fund's current fundamental
investment limitation concerning diversification is as follows:
"The fund may not purchase the securities of any issuer (other than
obligations issued or guaranteed by the government of the United States or
its agencies or instrumentalities) if, as a result, more than 5% of the
value of its total assets would be invested in the securities of any single
issuer, or it would hold more than 10% of the voting securities of such
issuer, except that up to 25% of the fund's assets may be invested without
regard to these limitations."
Fidelity Overseas Fund's current fundamental investment limitation
concerning diversification is as follows:
"The fund may not, with respect to 75% of the fund's total assets,
purchase the securities of any issuer (other than obligations issued or
guaranteed by the government of the United States, its agencies or
instrumentalities) if, as a result thereof: (a) more than 5% of the fund's
total assets (taken at current value) would be invested in the securities
of such issuer, or (b) the fund would hold more than 10% of the voting
securities of such issuer."
Fidelity Europe Fund's and Fidelity Pacific Basin Fund's current
fundamental investment limitation concerning diversification is as follows:
"A fund may not, with respect to 75% of the fund's total assets, purchase
the securities of any issuer (other than obligations issued or guaranteed
by the government of the United States, its agencies or instrumentalities)
if, as a result thereof: (i) more than 5% of the fund's total assets would
be invested in the securities of such issuer, or (ii) the fund would hold
more than 10% of the voting securities of such issuer."
The Trustees recommend that shareholders of each fund vote to replace each
fund's current fundamental investment limitation with the following amended
fundamental investment limitation governing diversification:
"The fund may not with respect to 75% of the fund's total assets, purchase
the securities of any issuer (other than securities issued or guaranteed by
the U.S. Government or any of its agencies or instrumentalities,(( or
securities of other investment companies))) if, as a result, (a) more than
5% of the fund's total assets would be invested in the securities of that
issuer, or (b) the fund would hold more than 10% of the outstanding voting
securities of that issuer."
The text recommended would make one change to each fund's diversification
limitation. Addition of the text would permit the funds to invest without
limitation in the securities of other investment companies. Pursuant to an
exemptive order granted by the SEC, each fund may invest up to 25% of total
assets in non-publicly offered money market or short-term bond funds (the
Central Funds) managed by FMR or an affiliate of FMR. The Central Funds do
not currently pay investment advisory, management, or transfer agent fees,
but do pay minimal fees for services, such as custodian, auditor, and
Independent Trustees fees. FMR anticipates that the Central Funds will
benefit each fund by enhancing the efficiency of cash management for the
Fidelity funds and by providing increased short-term investment
opportunities. If the proposal is approved, the Central Funds are
expected to serve as a principal option for cash investment for each
fund.
If this proposal is approved, the amended fundamental diversification
limitations cannot be changed without the approval of the shareholders.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit each fund and its shareholders. The Trustees
recommend voting FOR the proposal. Upon shareholder approval, the changes
will become effective when the disclosure is revis ed to reflect the
changes. If the proposal is not approved by the shareholders of a fund,
that fund's current fundamental diversification limitation will remain
unchanged.
20. TO AMEND FIDELITY CANADA FUND'S, FIDELITY EUROPE FUND'S, FIDELITY
INTERNATIONAL GROWTH & INCOME FUND'S, FIDELITY OVERSEAS FUND'S, FIDELITY
PACIFIC BASIN FUND'S, AND FIDELITY WORLDWIDE FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING REAL ESTATE.
Fidelity Canada Fund's and Fidelity Worldwide Fund's fundamental
investment limitation concerning real estate currently states:
"The fund may not purchase or sell real estate unless acquired as a result
of ownership of securities (but this shall not prevent the fund from
purchasing and selling marketable securities issued by companies or other
entities or investment vehicles that deal in real estate or interests
therein, nor shall this prevent the fund from purchasing interests in pools
of real estate mortgage loans)."
Fidelity Europe Fund's, Fidelity International Growth & Income Fund's,
Fidelity Overseas Fund's, and Fidelity Pacific Basin Fund's fundamental
investment limitation concerning real estate currently states:
"The fund may not purchase or sell real estate (but this shall not prevent
the fund from investing in marketable securities issued by companies such
as real estate investment trusts which deal in real estate or interests
therein and participation interests in pools of real estate mortgage
loans)."
The Trustees recommend that shareholders of each fund vote to replace each
fund's fundamental investment limitation with the following fundamental
investment limitation governing purchases and sales of real estate.
"The fund may not purchase or sell real estate unless acquired as a result
of ownership of securities or other instruments (but this shall not prevent
the fund from investing in securities or other instruments backed by real
estate or securities of companies engaged in the real estate business)."
The primary purpose of the proposed amendment is to clarify the types of
securities in which each fund is authorized to invest and to conform each
fund's fundamental real estate limitation to a limitation that is expected
to become standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" below .) If the proposal is
approved, the new fundamental real estate limitation may not be changed
without the approval of shareholders.
Adoption of the proposed limitation concerning real estate is not expected
to significantly affect the way in which each fund is managed, the
investment performance of each fund, or the securities or instruments in
which each fund invests. However, to the extent that each fund invests to a
greater extent in real estate related securities, it will be subject to the
risks of the real estate market. This industry is sensitive to factors such
as changes in real estate values and property taxes, overbuilding,
variations in rental income, and interest rates. Performance could also be
affected by the structure, cash flow, and management skill of real estate
companies.
Each fund does not expect to acquire real estate. However, the proposed
limitation would clarify several points. First, the proposed limitation
would make explicit that each fund may acquire a security or other
instrument that is secured by a mortgage or other right to foreclose on
real estate, in the event of a default. Second, the proposed limitation
would clarify the fact that each fund may invest without limitation in
securities issued or guaranteed by companies engaged in acquiring,
constructing, financing, developing, or operating real estate projects
(e.g., securities of issuers that develop various industrial, commercial,
or residential real estate projects such as factories, office buildings, or
apartments). Any investments in these securities or other instruments are,
of course, subject to each fund's investment objective and policies and to
other limitations regarding diversification and concentration in particular
industries. Also, the proposed limitation specifically permits each fund to
sell real estate acquired as a result of ownership of securities or other
instruments. However, in light of the types of securities in which each
fund regularly invests, FMR considers this to be a remote possibility. The
proposed limitation covers all types of real estate-related investments,
while the current limitation refers to "marketable" securities. Any
unmarketable investments will continue to be limited to 15% of net assets
by each fund's existing non-fundamental limitations.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit each fund and its shareholders. The Trustees recommend voting FOR
the proposal. Upon shareholder approval, the changes will become effective
when the disclosure is revis ed to reflect the changes. If the
proposal is not approved by the shareholders of a fund, that fund's current
limitation will remain unchanged.
ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS
The primary purpose of proposals 21 through 27 is to revise several of
each fund's investment limitations to conform to limitations which are
standard for similar types of funds managed by FMR. The Board of Trustees
asked FMR to analyze the various fundamental and non-fundamental investment
limitations of the Fidelity funds, and, where practical and appropriate to
a fund's investment objective and policies, propose to shareholders
adoption of standard fundamental limitations and elimination of certain
other fundamental limitations. Generally, when fundamental limitations are
eliminated, Fidelity's standard non-fundamental limitations replace them.
By making these limitations non-fundamental, the Board of Trustees may
amend a limitation as they deem appropriate, without seeking shareholder
approval. The Board of Trustees would amend the limitations to respond, for
instance, to developments in the marketplace , or changes in federal
or state law. The costs of shareholder meetings called for these purposes
are generally borne by a fund and its shareholders.
It is not anticipated that these proposals will substantially affect the
way each of the funds are currently managed. However, FMR is presenting
them to you for your approval because FMR believes that increased
standardization will help to promote operational efficiencies and
facilitate monitoring of compliance with fundamental and non-fundamental
investment limitations. Although adoption of a new or revised limitation is
not likely to have any impact on the current investment techniques employed
by the fund, it will contribute to the overall objectives of
standardization.
21. TO ELIMINATE FIDELITY EMERGING MARKETS FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING SHORT SALES OF SECURITIES.
Fidelity Emerging Market Fund's current fundamental investment limitation
on selling securities short is as follows:
"The Fund may not sell securities short, unless it owns or has the right
to obtain securities equivalent in kind and amount to the securities sold
short, and provided that transactions in futures contracts and options are
not deemed to constitute short sales."
The Trustees recommend that shareholders of the fund vote to eliminate the
above fundamental investment limitation. If the proposal is approved by
shareholders, the Trustees intend to adopt a non-fundamental limitation
that could be changed without a vote of shareholders. The proposed
non-fundamental limitation is set forth below, with a brief analysis of the
substantive difference between it and the current limitation.
"The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short."
In a short sale, an investor sells a borrowed security and has a
corresponding obligation to the lender to return the identical security. In
an investment technique known as a short sale "against the box," an
investor sells securities short while owning the same securities in the
same amount, or having the right to obtain equivalent securities. The
investor could have the right to obtain equivalent securities, for example,
through its ownership of warrants, options, or convertible bonds.
The fund does not currently anticipate entering into any short sales other
than short sales against the box. If the proposal is approved, however, the
Board of Trustees would be able to change the proposed non-fundamental
limitation in the future, without a vote of shareholders subject to
appropriate disclosure to investors.
Elimination of the fund's fundamental limitation on short selling is
unlikely to affect the fund's investment techniques at this time. The Board
of Trustees believes that efforts to standardize the fund's investment
limitation will facilitate FMR's investment compliance efforts (see
"Adoption of Standardized Investment Limitations" on page ) and are
in the best interests of shareholders.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit the fund and its shareholders. The Trustees recommend voting FOR
the proposal. Upon shareholder approval, the changes will become effective
when the disclosure is revis ed to reflect the changes. If the
proposal is not approved by the shareholders of the fund, the fund's
current limitation will remain unchanged.
22. TO ELIMINATE FIDELITY EMERGING MARKETS FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING MARGIN PURCHASES.
Fidelity Emerging Markets Fund's current fundamental investment limitation
concerning purchasing securities on margin is as follows:
"The fund may not purchase securities on margin, except that the fund may
obtain such short-term credits as are necessary for the clearance of
transactions, and provided that margin payments in connection with futures
contracts and options on futures contracts shall not constitute purchasing
securities on margin."
The Trustees recommend that shareholders of the fund vote to eliminate the
above fundamental investment limitation. If the proposal is approved, the
Trustees intend to adopt a substantially identical non-fundamental
limitation for the fund that could be changed without the approval of
shareholders.
Margin purchases involve the purchase of securities with money borrowed
from a broker. "Margin" is the cash or eligible securities that the
borrower places with a broker as collateral against the loan. The fund's
current fundamental limitation prohibits the fund from purchasing
securities on margin, except to obtain such short-term credits as may be
necessary for the clearance of transactions and for initial and variation
margin payments made in connection with the purchase and sale of futures
contracts and options on futures contracts. With these exceptions, mutual
funds are prohibited from entering into most types of margin purchases by
applicable SEC policies. The proposed non-fundamental limitation includes
these exceptions.
If the proposal is approved by shareholders, the Trustees intend to adopt
the following non-fundamental investment limitation, which would prohibit
margin purchases except as permitted under the conditions referred to
above:
"The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin."
Although elimination of the fund's fundamental limitation on margin
purchases is unlikely to affect the fund's investment techniques at this
time, in the event of a change in federal regulatory requirements, the fund
may alter its investment practices in the future. The Board of Trustees
believes that efforts to standardize investment limitations will facilitate
FMR's investment compliance efforts (see "Adoption of Standardized
Investment Limitations" on page ) and are in the best interests of
shareholders.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit the fund and its shareholders. The Trustees recommend voting FOR
the proposal. Upon shareholder approval, the changes will become effective
when the disclosure is revis ed to reflect the changes. If the
proposal is not approved by the shareholders of the fund, the fund's
current limitation will remain unchanged.
23. TO AMEND EACH FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
BORROWING.
Fidelity Canada Fund's, Fidelity International Growth & Income Fund's, and
Fidelity Overseas Fund's current fundamental investment limitation
concerning borrowing states:
"The fund may not borrow money, except that the fund may borrow money for
temporary or emergency purposes (not for leveraging or investment) in an
amount not exceeding 33 1/3% of the value of its total assets (including
the amount borrowed) less liabilities (other than borrowings). Any
borrowings that come to exceed 33 1/3% of the fund's total assets by reason
of a decline in net assets will be reduced within three business days to
the extent necessary to comply with the 33 1/3% limitation."
Fidelity Emerging Markets Fund's current fundamental investment limitation
concerning borrowing states:
"The fund may not borrow money, except that the fund may borrow money for
temporary or emergency purposes (not for leveraging or investment) in an
amount not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings that
come to exceed 33 1/3% of the fund's total assets by reason of a decline in
net assets will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation."
Fidelity Europe Fund's and Fidelity Pacific Basin Fund's current
fundamental investment limitation concerning borrowing states:
"The fund may not borrow money, except that the fund may borrow money for
temporary or emergency purposes (not for leveraging or investment) in an
amount not exceeding 33 1/3% of the value of its total assets (including
the amount borrowed) less liabilities (other than borrowings). Any
borrowings that come to exceed 33 1/3% of a fund's total assets by reason
of a decline in net assets will be reduced within three business days to
the extent necessary to comply with the 33 1/3% limitation."
Fidelity Worldwide Fund's current fundamental investment limitation
concerning borrowing states:
"The fund may not "borrow money, except that the fund may borrow money for
temporary or emergency purposes (not for leveraging or investment) in an
amount not exceeding 33 1/3% of the value of its total assets (including
the amount borrowed) less liabilities (other than borrowings). Any
borrowings that come to exceed 33 1/3% of the value of the fund's total
assets by reason of a decline in net assets will be reduced within three
business days to the extent necessary to comply with the 33 1/3%
limitation."
The Trustees recommend that shareholders of each fund vote to replace each
fund's current fundamental investment limitation with the following amended
fundamental investment limitation governing borrowing:
"The fund may not borrow money, except that the fund may borrow money for
temporary or emergency purposes (not for leveraging or investment) in an
amount not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings that
come to exceed this amount will be reduced within three days (not including
Sundays and holidays) to the extent necessary to comply with the 33 1/3%
limitation."
The primary purpose of the proposal is to revise each fund's fundamental
borrowing limitation to conform to a limitation that is expected to become
standard for all funds managed by FMR. (See "Adoption of Standardized
Investment Limitations" on page .) If the proposal is approved, the amended
fundamental borrowing limitation cannot be changed without the approval of
shareholders.
Adoption of the proposed fundamental limitation concerning borrowing is
not expected to affect the way in which each fund is managed, the
investment performance of each fund, or the securities or instruments in
which each fund invests. However, the proposed fundamental limitation would
clarify two points. First,under the proposed limitation, each fund must
reduce borrowings that come to exceed 33 1/3% of its total assets for any
reason. While under the current limitations, each fund must reduce
borrowings that come to exceed 33 1/3% of total assets only when there is a
decline in net assets. Second, the proposed limitation differs from that of
each fund's (except Fidelity Emerging Markets Fund) current limitation
because it specifically defines "three days" to exclude Sundays and
holidays, while the funds' current limitation (except Fidelity Emerging
Markets Fund) simply states three business days.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit each fund and its shareholders. The Trustees recommend voting FOR
the proposal. Upon shareholder approval, the changes will become effective
when the disclosure is revis ed to reflect the changes. If the
proposal is not approved by the shareholders of a fund, that fund's current
limitation will remain unchanged.
24. TO AMEND FIDELITY EUROPE FUND'S, FIDELITY OVERSEAS FUND'S, AND FIDELITY
PACIFIC BASIN FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
UNDERWRITING.
Fidelity Europe Fund's, Fidelity Overseas Fund's and Fidelity Pacific
Basin Fund's current fundamental investment limitation concerning
underwriting states:
"The fund may not underwrite any issue of securities (except to the extent
that the fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities)."
The trustees recommend that shareholders of each fund vote to replace this
limitation with the following fundamental limitation governing
underwriting:
"The fund may not underwrite securities issued by others, except to the
extent that the fund may be considered an underwriter within the meaning of
the Securities Act of 1933 in the disposition of restricted securities."
The primary purpose of the proposed amendment is to clarify each fund's
fundamental policy with respect to underwriting. The proposal also serves
to conform each fund's fundamental investment limitation concerning
underwriting to a limitation which is expected to become standard for all
funds managed by FMR. (See "Adoption of Standardized Investment
Limitations" on page .) If the proposal is approved, the new limitation may
not be changed without the approval of shareholders.
Adoption of the proposed limitation concerning underwriting is not
expected to affect the way in which each fund is managed, the investment
performance of each fund, or the securities or instruments in which each
fund invests.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit each fund and its shareholders. The Trustees recommend voting FOR
the proposal. Upon shareholder approval, the changes will become effective
when the disclosure is revis ed to reflect the changes. If the
proposal is not approved by the shareholders of a fund, that fund's current
limitation will remain unchanged.
25. TO AMEND FIDELITY CANADA FUND'S, FIDELITY EUROPE FUND'S, FIDELITY
OVERSEAS FUND'S, FIDELITY PACIFIC BASIN FUND'S, AND FIDELITY WORLDWIDE
FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING THE CONCENTRATION OF
ITS INVESTMENTS IN A SINGLE INDUSTRY.
Fidelity Canada Fund's and Fidelity Worldwide Fund's current fundamental
investment limitation concerning the concentration of its investments
within a single industry states:
"The fund may not purchase the securities of any issuer (other than
obligations issued or guaranteed by the government of the United States or
any of its agencies or instrumentalities) if, as a result, more than 25% of
the fund's total assets (taken at current value) would be invested in the
securities of issuers having their principal business activities in the
same industry."
Fidelity Europe Fund's, Fidelity Overseas Fund's, and Fidelity Pacific
Basin Fund's current fundamental investment limitation concerning the
concentration of its investments within a single industry states:
"The fund may not purchase the securities of any issuer (other than
obligations issued or guaranteed by the government of the United States,
its agencies or instrumentalities) if, as a result thereof, more than 25%
of the fund's total assets (taken at current value) would be invested in
the securities of issuers having their principal business activities in the
same industry."
The Trustees recommend that shareholders of each fund vote to replace
these fundamental investment limitations with the following amended
fundamental investment limitation governing concentration:
"The fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities) if, as a result, more than 25% of the fund's
total assets would be invested in the securities of companies whose
principal business activities are in the same industry."
The primary purpose of the proposal is to revise each fund's fundamental
concentration limitation to conform to a limitation which is expected to
become standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page .) If the proposal is
approved, the new fundamental concentration limitation could not be changed
without the approval of shareholders.
Adoption of the proposed amended limitation on concentration is not
expected to affect the way each fund is managed, the investment performance
of each fund, or the securities or instruments in which each fund invests.
The proposed amended limitation is not substantially different from the
current policy and is not likely to have any impact on the investment
techniques employed by each fund.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit each fund and its shareholders. The Trustees recommend voting FOR
the proposal. Upon shareholder approval, the changes will become effective
when the disclosure is revis ed to reflect the changes. If the
proposal is not approved by the shareholders of a fund, that fund's current
limitation will remain unchanged.
26. TO AMEND FIDELITY EMERGING MARKETS FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING COMMODITIES.
Fidelity Emerging Markets Fund's current fundamental investment limitation
concerning commodities states:
"The fund may not purchase or sell physical commodities unless acquired as
a result of ownership of securities (but this shall not prevent the fund
from purchasing or selling options and futures contracts or instruments
backed by physical commodities)."
The Trustees recommend that shareholders of the fund vote to replace this
fundamental investment limitation with the following fundamental investment
limitation governing investments in commodities.
"The fund may not purchase or sell physical commodities unless acquired as
a result of ownership of securities or other instruments (but this shall
not prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed by
physical commodities)."
The primary purpose of this proposal is to implement a fundamental
investment limitation on commodities that conforms to a limitation that is
expected to become standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page .) If the proposal is
approved, the new fundamental commodities limitation cannot be changed
without the approval of shareholders.
Adoption of the proposed limitation on commodities is not expected to
affect the way in which the fund is managed, the investment performance of
the fund, or the securities or instruments in which the fund invests.
However, the proposed limitation would clarify two points. First, the
proposed limitation would make explicit that the fund may acquire physical
commodities as the result of ownership of instruments other than
securities. Second, the proposed limitation would clarify that the fund may
invest without limit in securities or other instruments backed by physical
commodities. Any investments of this type are, of course, subject to the
fund's investment objective, policies, and other limitations.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit the fund and its shareholders. The Trustees recommend voting FOR
the proposal. Upon shareholder approval, the changes will become effective
when the disclosure is revis ed to reflect the changes. If the
proposal is not approved by the shareholders of the fund, the fund's
current limitation will remain unchanged.
27. TO AMEND FIDELITY EMERGING MARKETS FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING LENDING.
Fidelity Emerging Markets Fund's current fundamental investment limitation
concerning lending is as follows:
"The fund may not lend any security or make any other loan if, as a
result, more than 33 1/3% of its total assets would be lent to other
parties (for this purpose, purchasing debt securities and engaging in
repurchase agreements do not constitute lending)."
The Trustees recommend that the shareholders of the fund vote to replace
the fund's limitation with the following amended fundamental investment
limitation governing lending:
"The fund may not lend any security or make any other loan if, as a
result, more than 33 1/3% of its total assets would be lent to other
parties, but this limitation does not apply to purchases of debt securities
or to repurchase agreements."
The primary purpose of this proposal is to revise the fund's fundamental
lending limitation to conform to a limitation expected to become standard
for all funds managed by FMR. (See "Adoption of Standardized Investment
Limitations" on page ). If the proposal is approved, the new fundamental
lending limitation cannot be changed without the approval of shareholders.
Adoption of the proposed limitation on lending is not expected to affect
the way in which the fund is managed, the investment performance of the
fund, or the instruments in which the fund invests.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit the fund and its shareholders. The Trustees recommend voting FOR
the proposal. Upon shareholder approval, the changes will become effective
when the disclosure is updated to reflect the changes. If the proposal is
not approved by the shareholders of the fund, the fund's current limitation
will remain unchanged.
OTHER BUSINESS
The Board knows of no other business to be brought before the Meeting.
However, if any other matters properly come before the Meeting, it is the
intention that proxies that do not contain specific instructions to the
contrary will be voted on such matters in accordance with the judgment of
the persons therein designated.
ACTIVITIES AND MANAGEMENT OF FMR
FMR, a corporation organized in 1946, serves as investment adviser to a
number of investment companies. Information concerning the advisory fees,
net assets, and total expenses of funds with investment objectives similar
to Fidelity Canada Fund, Fidelity Emerging Markets Fund, Fidelity Europe
Fund, Fidelity International Growth & Income Fund, Fidelity Overseas Fund,
Fidelity Pacific Basin fund, and Fidelity Worldwide Fund and advised by FMR
is contained in the Table of Average Net Assets and Expense Ratios in
Exhibit 10 and Exhibit 11 beginning on page and page ,
respectively .
FMR, its officers and directors, its affiliated companies, and the
Trustees, from time to time have transactions with various banks, including
the custodian banks for certain of the funds advised by FMR. Those
transactions that have occurred to date have included mortgages and
personal and general business loans. In the judgment of FMR, the terms and
conditions of those transactions were not influenced by existing or
potential custodial or other fund relationships.
The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board;
Robert C. Pozen, President; and Peter S. Lynch, Vice Chairman. With
the exception of Robert C. Pozen , who is proposed for election as a
Trustee , each of the Directors is also a Trustee of the trust. Edward
C. Johnson 3d, J. Gary Burkhead, John H. Costello, Arthur S. Loring, Robert
H. Morrison, Robert C. Pozen (effective August 1, 1997), Leonard M.
Rush, Richard A. Silver, William J. Hayes, Thomas Sweeney, Richard
Hazelwood, Sally Walden, John R. Hickling, Richard Mace, Jr., Shigeki
Makino, and Penelope A. Dobkin are currently officers of the trust and
officers or employees of FMR or FMR Corp. With the exception of Mr.
Costello , Mr. Silver and Ms. Walden all of these persons hold
or have options to acquire stock of FMR Corp. The principal business
address of each of the Directors of FMR is 82 Devonshire Street, Boston,
Massachusetts 02109.
All of the stock of FMR is owned by its parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts 02109, which was organized on
October 31, 1972. Members of Mr. Edward C. Johnson 3d's family are the
predominant owners of a class of shares of common stock, representing
approximately 49% of the voting power of FMR Corp., and, therefore, under
the 1940 Act may be deemed to form a controlling group with respect to FMR
Corp.
During the period November 1, 1995, through May 31, 1997, no
transactions were entered into by Trustees and nominees as Trustee of the
trust involving more than 1% of the voting common, non-voting common and
equivalent stock, or preferred stock of FMR Corp.
ACTIVITIES AND MANAGEMENT OF FMR U.K. AND FMR FAR EAST
FMR U.K. and FMR Far East are wholly-owned subsidiaries of FMR formed in
1986 to provide research and investment advice with respect to companies
based outside the United States for certain funds for which FMR acts as
investment adviser. FMR may also grant the sub-advisers investment
management authority as well as authority to buy and sell securities for
certain of the funds for which it acts as investment adviser, if FMR
believes it would be beneficial to a fund.
Funds with investment objectives similar to Fidelity Canada Fund,
Fidelity Emerging Markets Fund, Fidelity Europe Fund, Fidelity
International Growth & Income Fund, Fidelity Overseas Fund, Fidelity
Pacific Basin Fund, and Fidelity Worldwide Fund managed by FMR with respect
to which FMR currently has sub-advisory agreements with either FMR U.K. or
FMR Far East, and the net assets of each of these funds, are indicated in
the Table of Average Net Assets and Expense Ratios in Exhibit 10 and
Exhibit 11 beginning on page and page , respectively .
The Directors of FMR U.K. and FMR Far East are Edward C. Johnson 3d,
Chairman, and Robert C. Pozen , President. Mr. Johnson 3d also is
President and a Trustee of the trust and other funds advised by FMR;
Chairman and a Director of FMR Texas Inc. (FMR Texas); Chairman, Chief
Executive Officer, President, and a Director of FMR Corp., Chairman of the
Board and of the Executive Committee of FMR, and a Director of FMR. In
addition, Mr. Pozen is Senior Vice President (effective August 1,
1997) and is proposed for election as a Trustee of the
trust ; Director of FMR; and President and Director of FMR Texas.
Mr. Pozen has been appointed as a Trustee of certain other funds advised by
FMR, effective August 1, 1997. Each of the Directors is a stockholder
of FMR Corp. The principal business address of the Directors is 82
Devonshire Street, Boston, Massachusetts 02109.
ACTIVITIES AND MANAGEMENT OF FIJ, FIIA, AND FIIAL U.K.
FMR, on behalf of each fund, has entered into a sub-advisory agreement
with FIIA, a wholly owned subsidiary of Fidelity International Limited
(FIL). FIIA in turn has entered into a sub-advisory agreement with its U.K.
subsidiary, FIIAL U.K.
The sub-advisers provide research and investment recommendations with
respect to companies based outside of the United States. FIJ focuses on
companies primarily based in Japan and other parts of Asia. FIIA focuses
primarily on companies based in Hong Kong, Australia, New Zealand, and
Southeast Asia (other than Japan). FIIAL U.K. focuses primarily on
companies based in the U.K. and Europe. Open-end funds with investment
objectives similar to Fidelity Emerging Markets Fund, Fidelity
International Growth & Income Fund, Fidelity Overseas Fund, Fidelity
Pacific Basin Fund, and Fidelity Worldwide Fund managed by FMR with respect
to which FMR currently has sub-advisory agreements, and the net assets of
each of these funds, are indicated in the Table of Average Net Assets and
Expense Ratios in Exhibit 10 and Exhibit 11 beginning on page
and page , respectively .
The Directors of FIJ are Bil ly Wilder, President, Simon Fraser,
Simon Haslam , Edward C. Johnson 3d, Nobuhide Kamiyama, Noboru Kawai,
Yasuo Kuramoto, Lawrence Repeta , and Hiroshi Yamashita. With the
exception of Mr. Edward C. Johnson 3d, the principal business address of
each of the Directors is Shiroyama JT Mori B ldg. , 4-3-1 Toranomon,
Minato-ku, Tokyo 105, Japan. The principal business address of Mr. Edward
C. Johnson 3d is 82 Devonshire Street, Boston, Massachusetts 02109.
The Directors of FIIA are David J. Saul, President, Anthony J.
Bolton, Charles T. Collis, William R. Ebsworth, Brett P. Goodin,
Simon Haslam , K.C. Lee, and Peter Phillips . The principal business
address of each of the Directors is Pembroke Hall, 42 Crow Lane, Pembroke
HM19, Bermuda.
The Directors of FIIAL U.K. are Anthony Bolton, Pamela Edwards, Simon
Haslam, and Sally Walden. The principal business address of each of the
Directors is 26 Lovat Lane, London, England EC3R8LL.
FIIA also is the investment adviser of Fidelity Advisor Emerging Asia
Fund, Inc. and Fidelity Advisor Korea Fund, Inc., closed-end investment
companies with net assets of approximately $ 128,181,000 and
$ 53,808,000 , respectively, as of May 31, 1997. As
compensation for its services to each closed-end fund, FIIA receives 60% of
the management fee paid by that fund to FMR. The Emerging Asia Fund
management fee has two components, a basic fee and a performance
adjustment. The basic fee is payable monthly at an annual rate equal to
1.00% of the Emerging Asia Fund's average daily net assets. The performance
adjustment may increase or decrease the basic fee by up to 0.25% annually,
based on the Emerging Asia Fund's performance (over a rolling performance
period of up to 36 months) as compared to the M organ Stanley Capital
International All Country Asia ex-Japan Free Index. The Korea Fund
management fee is payable monthly at an annual rate equal to 1.00% of Korea
Fund's average daily net assets. At FIIA's request, FIJ may provide
sub-advisory services with respect to either fund's investments. As
compensation for these services, FIJ would receive 50% of the fee paid to
FIIA by that fund in respect of the assets of the fund managed by FIJ on a
discretionary basis and 30% of the fee paid to FIIA in respect of the
assets of that fund managed by FIJ on a non-discretionary basis.
PRESENT MANAGEMENT CONTRACT S
Each fund employs FMR to furnish investment advisory and other services.
Under its management contract with each fund, FMR acts as investment
adviser and, subject to the supervision of the Board of Trustees, directs
the investments of each fund in accordance with its investment objective,
policies, and limitations. FMR also provides each fund with all necessary
office facilities and personnel for servicing each fund's investments,
compensates all officers of each fund and all Trustees who are "interested
persons" of the trust or of FMR, and all personnel of each fund or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of each fund. These services include providing
facilities for maintaining each fund's organization; supervising relations
with custodians, transfer and pricing agents, accountants, underwriters,
and other persons dealing with each fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining each
fund's records and the registration of each fund's shares under federal and
state laws; developing management and shareholder services for each fund;
and furnishing reports, evaluations, and analyses on a variety of subjects
to the Trustees. Services provided by affiliates of FMR will continue under
the proposed management contract described in proposals 7 through
11.
In addition to the management fee payable to FMR, each fund pays transfer
agent and pricing and bookkeeping fees to Fidelity Service Company, Inc.
(FSC), an affiliate of FMR, its transfer, dividend disbursing, and
shareholder servicing agent. Although each fund's current management
contract provides that each fund will pay for typesetting, printing, and
mailing prospectuses, statements of additional information, notices, and
reports to shareholders, the trust, on behalf of each fund, has entered
into a revised transfer agent agreement with FSC, pursuant to which FSC
bears the costs of providing these services to existing shareholders. Other
expenses paid by each fund include interest, taxes, brokerage commissions,
and each fund's proportionate share of insurance premiums and Investment
Company Institute dues. Each fund is also liable for such non-recurring
expenses as may arise, including costs of any litigation to which each fund
may be a party, and any obligation it may have to indemnify its officers
and Trustees with respect to litigation.
Transfer agent fees and pricing and bookkeeping fees, including
reimbursement for out-of-pocket expenses, paid to FSC by each fund for
fiscal 1996 are presented in the table below.
Fund Transfer Agent Pricing and
Fees Bookkeeping
Fees
Fidelity Canada Fund $ 545,661 $ 105,266
Fidelity Emerging Markets Fund $ 4,078,175 $ 671,062
Fidelity Europe Fund $ 1,626,949 $ 385,848
Fidelity International Growth & Income Fund $ 2,766,580 $ 541,422
Fidelity Overseas Fund $ 7,733,505 $ 800,990
Fidelity Pacific Basin Fund $ 2,018,919 $ 400,980
Fidelity Worldwide Fund $ 2,397,172 $ 461,271
Each fund also has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. FDC is a broker-dealer registered
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. Each distribution agreement calls
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of the fund, which are continuously
offered. Promotional and administrative expenses in connection with the
offer and sale of shares are paid by FMR. Sales charge revenue paid to, and
retained by, FDC for fiscal 1996 amounted to $96,367 for Fidelity Canada
Fund, $2,179,378 for Fidelity Emerging Markets Fund, $434,089 for Fidelity
Europe Fund, and $2,123,204 for Fidelity Pacific Basin Fund. FDC collected
deferred sales charge revenue of $5,748 for Fidelity Canada Fund, $43,501
for Fidelity Europe Fund, and $23,652 for Fidelity Pacific Basin Fund
during fiscal 1996.
FMR is each fund's manager pursuant to a management contract dated March
1, 1992. The management contracts, which were approved by shareholders on
February 19, 1992, provided for lower fees when FMR's assets under
management exceed certain levels.
For the services of FMR under the contracts, Fidelity Emerging Markets
Fund, Fidelity International Growth & Income Fund, and Fidelity Worldwide
Fund each pay FMR a monthly management fee composed of the sum of two
elements: a group fee rate and an individual fund fee rate.
For the services of FMR under the contracts, Fidelity Canada Fund,
Fidelity Europe Fund, Fidelity Overseas Fund, and Fidelity Pacific Basin
Fund each pay FMR a monthly management fee composed of the sum of two
elements: a basic fee and a performance adjustment based on a comparison of
each fund's performance to that of the Toronto Stock Exchange 300 (TSE
300), Morgan Stanley Capital International Europe Index (MSCI Europe
Index), Morgan Stanley Capital International Europe, Australasia, Far East
Index (EAFE Index), and Morgan Stanley Capital International Pacific Index
(MSCI Pacific Index), respectively.
COMPUTING THE BASIC FEE AND MANAGEMENT FEE. Fidelity Canada Fund's,
Fidelity Europe Fund's, Fidelity Overseas Fund's, and Fidelity Pacific
Basin Fund's basic fee rate and Fidelity Emerging Market Fund's, Fidelity
International Growth & Income Fund's, and Fidelity Worldwide Fund's
management fee rate are composed of two elements: a group fee rate and an
individual fund fee rate.
The group fee rate is based on the monthly average net assets of all of
the registered investment companies with which FMR has management
contracts.
The following group fee schedule is contained in the current current
management contract for each fund.
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Average Group Annualized Group Net Effective Annual
Assets Rate Assets Fee Rate
0 - $ 3 billion .5200% $ 0.5 billion .5200%
3 - 6 .4900 25 .4238
6 - 9 .4600 50 .3823
9 - 12 .4300 75 .3626
12 - 15 .4000 100 .3512
15 - 18 .3850 125 .3430
18 - 21 .3700 150 .3371
21 - 24 .3600 175 .3325
24 - 30 .3500 200 .3284
30 - 36 .3450 225 .3253
36 - 42 .3400 250 .3227
42 - 48 .3350 275 .3207
48 - 66 .3250 300 .3190
66 - 84 .3200 325 .3175
84 - 102 .3150 350 .3162
102 - 138 .3100 375 .3152
138 - 174 .3050 400 .3142
Over 174 .3000 425 .3134
450 .3126
475 .3120
500 .3114
525 .3108
550 .3103
</TABLE>
The group fee rate breakpoints that follow for average group assets in
excess of $138 billion and under $228 billion were voluntarily adopted by
FMR on January 1, 1992. The additional breakpoints shown below for average
group assets in excess of $228 billion were voluntarily adopted by FMR on
November 1, 1993.
GROUP FEE RATE SCHEDULE
102 - 138 .3100
138 - 174 .3050
174 - 228 .3000
228 - 282 .2950
282 - 336 .2900
Over 336 .2850
On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints for average group assets
in excess of $210 billion and under $390 billion as shown in the schedule
below, pending shareholder approval of a new management contract reflecting
the revised schedule. The revised group fee rate schedule provides for
lower management fees as FMR's assets under management increase. The
revised group fee rate schedule was identical to the above schedule for
average group assets under $210 billion.
On January 1, 1996, FMR voluntarily added new breakpoints to the revised
schedule for average group assets in excess of $390 billion, pending
shareholder approval of a new management contract reflecting the revised
schedule and additional breakpoints. The revised group fee rate schedule
and its extensions provide for lower management fee rates as FMR's assets
under management increase. For average group assets in excess of $174
billion, the revised group fee rate schedule with additional breakpoints
voluntarily adopted by FMR is as follows:
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Average Group Annualized Group Net Effective Annual
Assets Rate Assets Fee Rate
174 - $210 billion .3000% $ 150 billion .3371%
210 - 246 .2950% 175 .3325
246 - 282 .2900 200 .3284
282 - 318 .2850 225 .3249
318 - 354 .2800 250 .3219
354 - 390 .2750 275 .3190
390 - 426 .2700 300 .3163
426 - 462 .2650 325 .3137
462 - 498 .2600 350 .3113
498 - 534 .2550 375 .3090
Over 534 .2500 400 .3067
425 .3046
450 .3024
475 .3003
500 .2982
525 .2962
550 .2942
</TABLE>
The group fee rate is calculated on a cumulative basis pursuant to the
graduated fee rate schedule shown above on the left for each fund. The
schedules above on the right for each fund show the effective annual group
fee rate at various asset levels, which is the result of cumulatively
applying the annualized rates on the left. For example, the effective
annual fee rate at $435 billion of group net assets - the approximate level
for October 1996 - was 0.3037%, which is the weighted average of the
respective fee rates for each level of group net assets up to $435 billion.
The individual fund fee rate for each fund is 0.45%. Based on the average
group net assets of the funds advised by FMR for October 1996, the annual
management fee or basic fee rate would be calculated as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Group Fee Rate Individual Fund Management Fee/Basic
Fee Rate Fee Rate
Fidelity Canada Fund 0.3037% + 0.45% = 0.7537%
Fidelity Emerging Markets 0.3037% + 0.45% = 0.7537%
Fund
Fidelity Europe Fund 0.3037% + 0.45% = 0.7537%
Fidelity International Growth & 0.3037% + 0.45% = 0.7537%
Income Fund
Fidelity Overseas Fund 0.3037% + 0.45% = 0.7537%
Fidelity Pacific Basin Fund 0.3037% + 0.45% = 0.7537%
Fidelity Worldwide Fund 0.3037% + 0.45% = 0.7537%
</TABLE>
One-twelfth of this annual basic fee or management fee rate, as
applicable, is applied to each fund's net assets averaged for the month,
giving a dollar amount, which is the fee for that month.
COMPUTING THE PERFORMANCE ADJUSTMENT FOR FIDELITY CANADA FUND, FIDELITY
EUROPE FUND, FIDELITY OVERSEAS FUND, AND FIDELITY PACIFIC BASIN FUND. The
basic fee is subject to upward or downward adjustment, depending upon
whether, and to what extent, Fidelity Canada Fund's, Fidelity Europe
Fund's, Fidelity Overseas Fund's, and Fidelity Pacific Basin Fund's
investment performance for the performance period exceeds, or is exceeded
by, the record of the TSE 300, MSCI Europe Index, EAFE Index, and MSCI
Pacific Index, respectively, (the Index) over the same period. The
performance period consists of the current month plus the previous 35
months. Each percentage point of difference, calculated to the nearest 1.0%
(up to a maximum difference of +/-10.00 ) is multiplied by a performance
adjustment rate of 0.02%. Thus, the maximum annualized adjustment rate is
+/-0.20%. This performance comparison is made at the end of each month. One
twelfth (1/12) of this rate is then applied to each fund's average net
assets for the entire performance period, giving a dollar amount which will
be added to (or subtracted from) the basic fee.
Each fund's performance is calculated based on change in net asset value.
For purposes of calculating the performance adjustment, any dividends or
capital gain distributions paid by each fund are treated as if reinvested
in fund shares at the net asset value as of the record date for payment.
The record of each fund's Index is based on change in value and is adjusted
for any cash distributions from the companies whose securities compose that
Index.
Because the adjustment to the basic fee is based on Fidelity Canada
Fund's, Fidelity Europe Fund's, Fidelity Overseas Fund's, and Fidelity
Pacific Basin Fund's performance compared to the investment record of its
Index, the controlling factor is not whether each fund's performance is up
or down per se, but whether it is up or down more or less than the record
of its Index. Moreover, the comparative investment performance of these
funds is based solely on the relevant performance period without regard to
the cumulative performance over a longer or shorter period of time.
During fiscal 1996, for its services as investment adviser to the funds,
FMR received fees (including the amount of any performance adjustment and
including the group fee breakpoints voluntarily adopted by FMR) as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Fund Management Performance Management Fee
Fee Adjustment as a Percentage
of
Average Net
Assets
Fidelity Canada Fund $ 1,105,063 $ (447,517) 0.45%
Fidelity Emerging Markets Fund $ 10,054,929 N/A 0.76%
Fidelity Europe Fund $ 4, 217,698 $ 484,945 0.84%
Fidelity International Growth & Income Fund $ 7,427,387 N/A 0.76%
Fidelity Overseas Fund $ 2 0,950,441 $ 123,101 0.76%
Fidelity Pacific Basin Fund $ 4, 578,588 $ (8,198) 0.75%
Fidelity Worldwide Fund $ 5,758,962 N/A 0.76%
</TABLE>
FMR may, from time to time, voluntarily reimburse all or a portion of each
fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to be
repaid for these expense reimbursements in the amount that expenses fall
below the limit prior to the end of the fiscal year. Expense reimbursements
by FMR will increase each fund's total returns and repayment of the
reimbursement by each fund will lower its total returns.
SUB-ADVISORY AGREEMENTS
On behalf of each fund, FMR has entered into sub-advisory agreements with
FMR U.K., FMR Far East, and FIIA. FIIA, in turn, has entered into a
sub-advisory agreement with FIIAL U.K. Pursuant to the sub-advisory
agreements, FMR may receive investment advice and research services outside
the United States from the sub-advisers. On behalf of each fund, FMR may
also grant the sub-advisers investment management authority as well
as the authority to buy and sell securities if FMR believes it would be
beneficial to the funds. Each fund's sub-advisory agreement, dated March 1,
1992, was approved by shareholders on February 19, 1992.
Currently, FMR U.K., FMR Far East, FIIA, and FIIAL U.K. each focus on
issuers in countries other than the United States such as those in Europe,
Asia, and the Pacific Basin.
FMR U.K. and FMR Far East, which were organized in 1986, are wholly owned
subsidiaries of FMR. FIIA is a wholly owned subsidiary of Fidelity
International Limited (FIL), a Bermuda company formed in 1968 which
primarily provides investment advisory services to non-U.S. investment
companies and institutional investors investing in securities throughout
the world. Edward C. Johnson 3d, Johnson family members, and various trusts
for the benefit of the Johnson family owns, directly or indirectly, more
that 25% of the voting common stock of FIL. FIIA was organized in Bermuda
in 1983. FIIAL U.K. was organized in the United Kingdom in 1984, and is a
wholly owned subsidiary of Fidelity International Management Holdings
Limited, an indirect wholly owned subsidiary of FIL.
Under the sub-advisory agreements , FMR pays the fees of FMR U.K.,
FMR Far East, and FIIA. FIIA, in turn, pays the fees of FIIAL U.K. For
providing non-discretionary investment advice and research services the
sub-advisers are compensated as follows:
(medium solid bullet) FMR pays FMR U.K. and FMR Far East fees equal to
110% and 105%, respectively, of FMR U.K.'s and FMR Far East's costs
incurred in connection with providing investment advice and research
services.
(medium solid bullet) FMR pays FIIA fees equal to 30% of FMR's monthly
management fee with respect to the average net assets held by the fund for
which the sub-adviser has provided FMR with investment advice and research
services.
(medium solid bullet) FIIA pays FIIAL U.K. a fee equal to 110% of FIIAL
U.K.'s costs incurred in connection with providing investment advice and
research services.
For providing discretionary investment management and executing portfolio
transactions, the sub-advisers are compensated as follows:
(medium solid bullet) FMR pays FMR U.K., FMR Far East, and FIIA a fee
equal to 50% of its monthly management fee (including any performance
adjustment) with respect to the fund's average net assets managed by the
sub-adviser on a discretionary basis.
(medium solid bullet) FIIA pays FIIAL U.K. a fee equal to 110% of FIIAL
U.K.'s costs incurred in connection with providing discretionary investment
management services.
For providing investment advice and research services on behalf of the
funds, the fees paid to the sub-advisers for the fiscal year ended 1996
are listed below. No fees were paid to FIIA and FIIAL U.K. for providing
investment advice and research services on behalf of the funds.
<TABLE>
<CAPTION>
<S> <C> <C>
FMR U.K. FMR Far East
Fidelity Canada Fund $ 0 $ 0
Fidelity Emerging Markets Fund $ 658,192 $ 674,758
Fidelity Europe Fund $ 0 $ 0
Fidelity International Growth & Income Fund $ 568,043 $ 581,491
Fidelity Overseas Fund $ 1,624,527 $ 1,648,516
Fidelity Pacific Basin Fund $ 0 $ 0
Fidelity Worldwide Fund $ 321,179 $ 324,985
</TABLE>
For providing discretionary investment management and executing portfolio
transactions on behalf of the funds, the fees paid to FIIA and FIIAL U.K.
for fiscal 1996 are listed below. No fees were paid to FMR U.K. and FMR
Far East for providing discretionary investment management and execution of
portfolio transactions on behalf of the funds.
<TABLE>
<CAPTION>
<S> <C> <C>
FIIA FIIAL U.K.
Fidelity Canada Fund $ 0 $ 0
Fidelity Emerging Markets Fund $ 0 $ 0
Fidelity Europe Fund $ 2,343,797 $ 1,178,141
Fidelity International Growth & Income Fund $ 0 $ 0
Fidelity Overseas Fund $ 0 $ 0
Fidelity Pacific Basin Fund $ 2,317,762 $ 0
Fidelity Worldwide Fund $ 0 $ 0
</TABLE>
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in the fund's
management contract.
FMR may place agency transactions with National Financial Services
Corporation (NFSC) and Fidelity Brokerage Services (FBS), indirect
subsidiaries of FMR Corp., if the commissions are fair, reasonable, and
comparable to commissions charged by non-affiliated, qualified brokerage
firms for similar services.
The brokerage commissions paid to NFSC and FBS by each fund for fiscal
1996 are listed in the following table:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
To To % To % To
NFSC FBS NFSC FBS
Fidelity Canada Fund $ 42,312 $ 0 3.44% N/A
Fidelity Emerging Markets Fund $ 29,103 $ 0 0.36% N/A
Fidelity Europe Fund $ 0 $ 34,043 N/A 3.32%
Fidelity International Growth & Income Fund $ 5,530 $ 124,031 0.18% 4.13%
Fidelity Overseas Fund $ 45,8 87 $ 500,320 0.55% 6.05%
Fidelity Pacific Basin Fund $ 0 $ 180 N/A 0.00%
Fidelity Worldwide Fund $ 3 6,270 $ 69,922 2.0 9 % 4.03%
</TABLE>
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
The trust does not hold annual shareholder meetings. Shareholders wishing
to submit proposals for inclusion in a proxy statement for a subsequent
shareholder meeting should send their written proposals to the Secretary of
the Trust, 82 Devonshire Street, Boston, Massachusetts 02109.
NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the trust, in care of Fidelity Service Company, Inc.,
whether other persons are beneficial owners of shares for which proxies are
being solicited and, if so, the number of copies of the Proxy Statement and
Annual Reports you wish to receive in order to supply copies to the
beneficial owners of the respective shares.
EXHIBIT 1
((UNDERLINED)) DISCLOSURE WILL BE ADDED;
[BRACKETED] DISCLOSURE WILL BE DELETED.
FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY INVESTMENT TRUST:
((FIDELITY EMERGING MARKETS FUND))
[(FORMERLY FIDELITY INTERNATIONAL OPPORTUNITIES FUND)]
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
(( AMENDMENT )) [MODIFICATION] made this [1st] day of
[March] (( )) , [1992] (( 1997 )) , by and
between Fidelity Investment Trust, a Massachusetts business trust which may
issue one or more series of shares of beneficial interest (hereinafter
called the "Fund"), (( on behalf of Fidelity Emerging Markets Fund
(hereinafter called the "Portfolio"), )) and Fidelity Management &
Research Company, a Massachusetts corporation (hereinafter called the
"Adviser") (( as set forth in its entirety below )) .
Required authorization and approval by shareholders and Trustees [have]
((having)) been obtained, [Fidelity Investment Trust] ((the Fund)), on
behalf of [Fidelity International Opportunities Fund (hereinafter called
the "Portfolio")] ((the Portfolio)), and [Fidelity Management & Research
Company] ((the Adviser)) hereby consent, pursuant to Paragraph 6 of the
existing Management Contract dated September 30, 1990, ((as amended
on March 1, 1992 ,)) to a modification of said Contract in the
manner set [forth] below. The [modifications] ((Management Contract, as
amended, ))shall , ((when executed by duly authorized officers of the
Fund and Adviser)), take effect [upon the execution of this modification of
the Management Contract by duly authorized officers of the Fund and the
Adviser] ((on or the first day of the month following
approval)).
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Board of Trustees, direct the investments of the Portfolio in
accordance with the investment objective, policies and limitations as
provided in the Portfolio'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. The Adviser shall also furnish for the use of the Portfolio office
space and all necessary office facilities, equipment and personnel for
servicing the investments of the Portfolio; and shall pay the salaries and
fees of all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all personnel of
the Fund or the Adviser performing services relating to research,
statistical and investment activities. The Adviser is authorized, in its
discretion and without prior consultation with the Portfolio, to buy, sell,
lend and otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Portfolio. The investment policies
and all other actions of the Portfolio are and shall at all times be
subject to the control and direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing the
Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other 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 and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance 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 request from time
to time or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the Trustees.
The Adviser shall, subject to review by the Board of Trustees, furnish such
other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Contract.
(c) The Adviser [,at its own expense,] shall place all orders for the
purchase and sale of portfolio securities for the Portfolio's account with
brokers or dealers selected by the Adviser, which may include brokers or
dealers affiliated with the Adviser. The Adviser shall use its best efforts
to seek to execute portfolio transactions at prices which are advantageous
to the Portfolio and at commission rates which are reasonable in relation
to the benefits received. In selecting brokers or dealers qualified to
execute a particular transaction, brokers or dealers may be selected who
also provide brokerage and research services (as those 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 its affiliates exercise
investment discretion. The Adviser is authorized to pay a broker or dealer
who provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if the Adviser determines in good faith that
such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction
or the overall responsibilities which the 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 over representative
periods of time were reasonable in relation to the benefits to the
Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Fund, and that
the Adviser may be or become interested in the Fund as a shareholder or
otherwise.
3. The Adviser will be compensated on the following basis for the services
and facilities to be furnished hereunder. The Adviser shall receive a
monthly management fee, payable monthly as soon as practicable after the
last day of each month, [which is] composed [as follows:] ((of a Group Fee
and an Individual Fund Fee.))
[(i)] (((a))) Group Fee Rate. The Group [f ]((F)) ee
[ r ]((R)) ate shall be based upon the monthly average of
the net assets of the registered investment companies having Advisory and
Service or Management Contracts with the Adviser (computed in the manner
set forth in the [charter of each investment company] ((Fund's Declaration
of Trust or other organizational document))) determined as of the close of
business on each business day throughout the month. The Group
[f ]((F)) ee [ r ]((R)) at e shall be determined on a
cumulative basis pursuant to the following schedule:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Average Net Assets Annualized Fee Rate (for each level)
$ 0 - 3 billion .52((00))%
3 - 6 .49((00))
6 - 9 .46((00))
9 - 12 .43((00))
12 - 15 .40((00))
15 - 18 .385((0))
18 - 21 .37((00))
21 - 24 .36((00))
24 - 30 .35((00))
30 - 36 .345((0))
36 - 42 .34((00))
42 - 48 .335((0))
48 - 66 .325((0))
66 - 84 .32((00))
84 - 102 .315((0))
102 - 138 .31((00))
138 - 174 .305((0))
[Over 174] [.30 ]
((174)) - ((210)) ((.3000))
((210)) - ((246)) ((.2950))
((246)) - ((282)) ((.2900))
((282)) - ((318)) ((.2850))
((318)) - ((354)) ((.2800))
((354)) - ((390)) ((.2750))
((390)) - ((426)) ((.2700))
((426)) - ((462)) ((.2650))
((462)) - ((498)) ((.2600))
((498)) - ((534)) ((.2550))
((Over)) ((5 34)) ((.2500))
</TABLE>
[(ii)] (((b))) Individual Fund Fee Rate. The [i ]((I)) ndividual
[ f ]((F)) und [ f ]((F)) ee
[ r ]((R)) ate shall be ((0 .))45%.
The sum of the [cumulative] Group [f ]((F)) ee
[ r ]((R)) ate, calculated as described above to the nearest
millionth, and the Individual Fund [f ]((F)) ee
[ r ]((R)) at e s hall constitute the
[a ]((A)) nnual(( Management Fee)) [ r ]((R)) at e.
One-twelfth of the [a ]((A)) nnual ((Management))
[ f ]((F)) ee [ r ]((R)) ate shall be applied to the
average of the net assets of the Portfolio (computed in the manner set
forth in the Fund's Declaration of Trust ((or other organizational
document))) determined as of the close of business on each business day
throughout the month.
(((c))) In case of termination of this Contract during any month, the fee
for that month shall be reduced proportionately on the basis of the number
of business days during which it is in effect, and the fee computed upon
the average net assets for the business days it is so in effect for that
month.
4. It is understood that the Portfolio will pay all its expenses [other
than those expressly stated to be payable by the Adviser hereunder ] ,
which expenses payable by the Portfolio shall include, without limitation,
(i) interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund or the Adviser; (iv) legal
and audit expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related 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 to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other registered
investment companies having ((Advisory and Service or)) Management
Contracts with the Adviser, of 50% of insurance premiums for fidelity and
other coverage; (x) its proportionate share of association membership dues;
(xi) expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of printing
and mailing Prospectuses and Statements of Additional Information and
supplements thereto sent to existing shareholders; and (xiii) such
non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security ((or other
investment instrument)).
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Contract shall continue in force until July 31,
[1992] 1((998)) and indefinitely thereafter, but only so long as the
continuance after such date shall be specifically approved at least
annually by vote of the Trustees of the Fund or by vote of a majority of
the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to the Contract or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment of
any penalty, by action of its Trustees or Board of Directors, as the case
may be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust(( or
other organizational document)) and agrees that the obligations assumed by
the Fund pursuant to this Contract shall be limited in all cases to the
Portfolio and its assets, and the Adviser shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the
Portfolio or any other Portfolios of the Fund. In addition, the Adviser
shall not seek satisfaction of any such obligations from the Trustees or
any individual Trustee. The Adviser understands that the rights and
obligations of any Portfolio under the Declaration of Trust ((or other
organizational document)) are separate and distinct from those of any and
all other Portfolios.
((8)). ((This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving effect
to the choice of laws provisions thereof)).
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, ((and
their respective seals to be hereunto affixed)), all as of the date written
above.
[SIGNATURE LINES OMITTED]
EXHIBIT 2
((UNDERLINED)) DISCLOSURE WILL BE ADDED;
[BRACKETED] DISCLOSURE WILL BE DELETED.
FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY INVESTMENT TRUST:
FIDELITY INTERNATIONAL GROWTH & INCOME FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
((AMENDMENT)) [MODIFICATION] made this [1st] __ day of [March]
, [1992] ((1997)),by and between Fidelity Investment Trust, a
Massachusetts business trust which may issue one or more series of shares
of beneficial interest (hereinafter called the "Fund"), ((on behalf of
Fidelity International Growth & Income Fund (hereinafter called the
"Portfolio"),)) and Fidelity Management & Research Company, a Massachusetts
corporation (hereinafter called the "Adviser") ((as set forth in its
entirety below)).
Required authorization[s] and approval[s] by shareholders and Trustees
having been obtained, [Fidelity Investment Trust ] ((the Fund ,)) on
behalf of [ Fidelity International Growth & Income Fund (hereinafter
called the "Portfolio") ] ((the Portfolio ,)) and [ Fidelity
Management & Research Company] ((the Adviser)) hereby consent, pursuant to
Paragraph 6 of the existing Management Contract dated December 1, 1986,
[modified] ((as amended on)) December 1, 1987, [and] January 1,
1989, ((and March 1, 1992)), to a modification of said Contract in the
manner set [forth] below. The [modifications] ((Management Contract, as
amended)), shall, ((when executed by duly authorized officers of the Fund
and Adviser)), take effect [upon the execution of this modification of the
Management Contract by duly authorized officers of the Fund and the
Adviser] ((on or the first day of the month following
approval)).
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Board of Trustees, direct the investments of the Portfolio in
accordance with the investment objective, policies and limitations as
provided in the Portfolio'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. The Adviser shall also furnish for the use of the Portfolio office
space and all necessary office facilities, equipment and personnel for
servicing the investments of the Portfolio; and shall pay the salaries and
fees of all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all personnel of
the Fund or the Adviser performing services relating to research,
statistical and investment activities. The Adviser is authorized, in its
discretion and without prior consultation with the Portfolio, to buy, sell,
lend and otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Portfolio. The investment policies
and all other actions of the Portfolio are and shall at all times be
subject to the control and direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing the
Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other 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 and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance 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 request from time
to time or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the Trustees.
The Adviser shall, subject to review by the Board of Trustees, furnish such
other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Contract.
(c) The Adviser[, at its own expense,] shall place all orders for the
purchase and sale of portfolio securities for the Portfolio's account with
brokers or dealers selected by the Adviser, which may include brokers or
dealers affiliated with the Adviser. The Adviser shall use its best efforts
to seek to execute portfolio transactions at prices which are advantageous
to the Portfolio and at commission rates which are reasonable in relation
to the benefits received. In selecting brokers or dealers qualified to
execute a particular transaction, brokers or dealers may be selected who
also provide brokerage and research services (as those 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 its affiliates exercise
investment discretion. The Adviser is authorized to pay a broker or dealer
who provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if the Adviser determines in good faith that
such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction
or the overall responsibilities which the 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 over representative
periods of time were reasonable in relation to the benefits to the
Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Fund, and that
the Adviser may be or become interested in the Fund as a shareholder or
otherwise.
3. The Adviser will be compensated on the following basis for the services
and facilities to be furnished hereunder. The Adviser shall receive a
monthly management fee, payable monthly as soon as practicable after the
last day of each month, [which is ] composed [ as follows:]
((of a Group Fee and an Individual Fund Fee)).
[(i)] (((a))) Group Fee Rate. The Group [fee rate] ((Fee Rate)) shall be
based upon the monthly average of the net assets of the registered
investment companies having Advisory and Service or Management Contracts
with the Adviser (computed in the manner set forth in the [charter of each
investment company)] ((Fund's Declaration of Trust or other organizational
document))) determined as of the close of business on each business day
throughout the month. The Group [fee rate] ((Fee Rate)) shall be determined
on a cumulative basis pursuant to the following schedule:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Average Net Assets Annualized Fee Rate (for each level)
$ 0 - 3 billion .52((00))%
3 - 6 .49((00))
6 - 9 .46((00))
9 - 12 .43((00))
12 - 15 .40((00))
15 - 18 .385((0))
18 - 21 .37((00))
21 - 24 .36((00))
24 - 30 .35((00))
30 - 36 .345((0))
36 - 42 .34((00))
42 - 48 .335((0))
48 - 66 .325((0))
66 - 84 .32((00))
84 - 102 .315((0))
102 - 138 .310((0))
138 - 174 .305((0))
[ o ver 174] [.300]
((174 - 210)) ((.3000))
((210 - 246)) ((.2950))
((246 - 282)) ((.2900))
((282 - 318)) ((.2850))
((318 - 354)) ((.2800))
((354 - 390)) ((.2750))
((390 - 426)) ((.2700))
((426 - 462)) ((.2650))
((462 - 498)) ((.2600))
((498 - 534)) ((.2550))
((Over 5 34)) ((.2500))
</TABLE>
[(ii)] (((b))) Individual Fund Fee Rate. The [i ]((I)) ndividual
[ f ]((F)) und [ f ]((F)) ee
[ r ]((R)) ate shall be ((0 .))45%.
The sum of the [cumulative] Group [f ]((F)) ee
[ r ]((R)) ate, calculated as described above to the nearest
millionth, and the Individual Fund [f ]((F)) ee
[ r ]((R)) at e shall constitute the
[a ]((A)) nnual(( Management Fee)) [ r ]((R)) ate.
One-twelfth of the [a ]((A)) nnual ((Management
))[ f ]((F)) ee [ r ]((R)) at e s hall be applied
to the average of the net assets of the Portfolio (computed in the manner
set forth in the Fund's Declaration of Trust ((or other organizational
document))) determined as of the close of business on each business day
throughout the month.
(((c))) In [the] case of termination of this Contract during any month,
the fee for that month shall be reduced proportionately on the basis of the
number of business days during which it is in effect, and the fee computed
upon the average net assets for the business days it is so in effect for
that month.
4. It is understood that the Portfolio will pay all its expenses [other
than those expressly stated to be payable by the Adviser hereunder], which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund or the Adviser; (iv) legal
and audit expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related 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 to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management Contracts
with the Adviser, of 50% of insurance premiums for fidelity and other
coverage; (x) its proportionate share of association membership dues; (xi)
expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of printing
and mailing Prospectuses and Statements of Additional Information and
supplements thereto sent to existing shareholders; and (xiii) such
non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security ((or other
investment instrument)).
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Contract shall continue in force until July 31,
[1992] ((1998)) and indefinitely thereafter, but only so long as the
continuance after such date shall be specifically approved at least
annually by vote of the Trustees of the Fund or by vote of a majority of
the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to the Contract or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment of
any penalty, by action of its Trustees or Board of Directors, as the case
may be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust ((or
other organizational document)) and agrees that the obligations assumed by
the Fund pursuant to this Contract shall be limited in all cases to the
Portfolio and its assets, and the Adviser shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the
Portfolio or any other Portfolios of the Fund. In addition, the Adviser
shall not seek satisfaction of any such obligations from the Trustees or
any individual Trustee. The Adviser understands that the rights and
obligations of any Portfolio under the Declaration of Trust ((or other
organizational document)) are separate and distinct from those of any and
all other Portfolios.
((8)). ((This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts, without
giving effect to the choice of laws provisions thereof)).
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
[SIGNATURE LINES OMITTED]
EXHIBIT 3
((UNDERLINED)) DISCLOSURE WILL BE ADDED;
[BRACKETED] DISCLOSURE WILL BE DELETED.
FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY INVESTMENT TRUST:
FIDELITY WORLDWIDE FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
((AMENDMENT)) [MODIFICATION] made this [1st] (( )) day of [March] ((
)) , [1992] ((1997 ,)) by and between Fidelity Investment Trust, a
Massachusetts business trust which may issue one or more series of shares
of beneficial interest (hereinafter called the "Fund"), ((on behalf
of Fidelity Worldwide Fund (hereinafter called the "Portfolio"),)) and
Fidelity Management & Research Company, a Massachusetts corporation
(hereinafter called the "Adviser")(( as set forth in its entirety below.))
Required authorization and approval by shareholders and Trustees having
been obtained, [Fidelity Investment Trust](( the Fund,)) on behalf of
[Fidelity Worldwide Fund (hereinafter called the "Portfolio")] ((the
Portfolio,)) and [Fidelity Management & Research Company] ((the Adviser))
hereby consent, pursuant to Paragraph 6 of the existing Management Contract
dated May 19, 1990, ((as amended on March 1, 1992,)) to a
modification of said Contract in the manner set [forth] below. The
[modifications] ((Management Contract, as amended,)) shall, ((when executed
by duly authorized officers of the Fund and Adviser,)) take effect [upon
the execution of this modification of the Management Contract by duly
authorized officers of the Fund and the Adviser] ((on or the
first day of the month following approval.))
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Board of Trustees, direct the investments of the Portfolio in
accordance with the investment objective, policies and limitations as
provided in the Portfolio'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. The Adviser shall also furnish for the use of the Portfolio office
space and all necessary office facilities, equipment and personnel for
servicing the investments of the Portfolio; and shall pay the salaries and
fees of all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all personnel of
the Fund or the Adviser performing services relating to research,
statistical and investment activities. The Adviser is authorized, in its
discretion and without prior consultation with the Portfolio, to buy, sell,
lend and otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Portfolio. The investment policies
and all other actions of the Portfolio are and shall at all times be
subject to the control and direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing the
Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other 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 and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance 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 request from time
to time or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the Trustees.
The Adviser shall, subject to review by the Board of Trustees, furnish such
other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Contract.
(c) The Adviser[, at its own expense,] shall place all orders for the
purchase and sale of portfolio securities for the Portfolio's account with
brokers or dealers selected by the Adviser, which may include brokers or
dealers affiliated with the Adviser. The Adviser shall use its best efforts
to seek to execute portfolio transactions at prices which are advantageous
to the Portfolio and at commission rates which are reasonable in relation
to the benefits received. In selecting brokers or dealers qualified to
execute a particular transaction, brokers or dealers may be selected who
also provide brokerage and research services (as those 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 its affiliates exercise
investment discretion. The Adviser is authorized to pay a broker or dealer
who provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if the Adviser determines in good faith that
such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction
or the overall responsibilities which the 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 over representative
periods of time were reasonable in relation to the benefits to the
Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Fund, and that
the Adviser may be or become interested in the Fund as a shareholder or
otherwise.
3. The Adviser will be compensated on the following basis for the services
and facilities to be furnished hereunder. The Adviser shall receive a
monthly management fee, payable monthly as soon as practicable after the
last day of each month,[ which is] composed [as follows:] ((of a Group Fee
and an Individual Fund Fee.))
[(i)] (((a))) Group Fee Rate. The Group [f ]((F)) ee
[ r ]((R)) ate shall be based upon the monthly average of
the net assets of the registered investment companies having Advisory and
Service or Management Contracts with the Adviser (computed in the manner
set forth in the [charter of each investment company] ((Fund's Declaration
of Trust or other organizational document))) determined as of the close of
business on each business day throughout the month. The Group
[f ]((F)) ee [ r ]((R)) ate shall be determined on a
cumulative basis pursuant to the following schedule:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Average Net Assets Annualized Fee Rate (for each level)
$ 0 - 3 billion .52((00))%
3 - 6 .49((00))
6 - 9 .46((00))
9 - 12 .43((00))
12 - 15 .40((00))
15 - 18 .385((0))
18 - 21 .37((00))
21 - 24 .36((00))
24 - 30 .35((00))
30 - 36 .345((0))
36 - 42 .34((00))
42 - 48 .335((0))
48 - 66 .325((0))
66 - 84 .32((00))
84 - 102 .315((0))
102 - 138 .31((00))
138 - 174 .305(90))
[ o ver 174] [.300]
((174)) - ((210)) ((.3000))
((210)) - ((246)) ((.2950))
((246)) - ((282)) (9.2900))
((282)) - ((318)) ((.2850))
((318)) - ((354)) ((.2800))
((354)) - ((390)) ((.2750))
((390)) - ((426)) ((.2700))
((426)) - ((462)) ((.2650))
((462)) - ((498)) ((.2600))
((498)) - ((534)) ((.2550))
((Over)) ((5 34)) ((.2500))
</TABLE>
[(ii)] (((b))) Individual Fund Fee Rate. The [i ]((I)) ndividual
[ f ]((F)) und [ f ]((F)) ee
[ r ]((R)) at e shall be ((0 .))45%.
The sum of the [cumulative] Group [f ]((F)) ee
[ r ]((R)) ate, calculated as described above to the nearest
millionth, and the Individual Fund [f ]((F)) ee
[ r ]((R)) ate shall constitute the
[a ]((A)) nnual ((Management Fee)) [ r ]((R)) ate.
One-twelfth of the [a ]((A)) nnual ((Management))
[ f ]((F)) ee [ r ]((R)) ate shall be applied to
the average of the net assets of the Portfolio (computed in the manner set
forth in the Fund's Declaration of Trust ((or other organizational
document ))) determined as of the close of business on each business day
throughout the month.
(((c))) In [the] case of termination of this Contract during any month,
the fee for that month shall be reduced proportionately on the basis of the
number of business days during which it is in effect, and the fee computed
upon the average net assets for the business days it is so in effect for
that month.
4. It is understood that the Portfolio will pay all its expenses, [other
than those expressly stated to be payable by the Adviser hereunder,] which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund or the Adviser; (iv) legal
and audit expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related 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 to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management Contracts
with the Adviser, of 50% of insurance premiums for fidelity and other
coverage; (x) its proportionate share of association membership dues; (xi)
expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of printing
and mailing Prospectuses and Statements of Additional Information and
supplements thereto sent to existing shareholders; and (xiii) such
non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security(( or other
investment instrument.))
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Contract shall continue in force until July 31,
[1992] ((1998)) and indefinitely thereafter, but only so long as the
continuance after such date shall be specifically approved at least
annually by vote of the Trustees of the Fund or by vote of a majority of
the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to the Contract or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment of
any penalty, by action of its Trustees or Board of Directors, as the case
may be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust ((or
other organizational document)) and agrees that the obligations assumed by
the Fund pursuant to this Contract shall be limited in all cases to the
Portfolio and its assets, and the Adviser shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the
Portfolio or any other Portfolios of the Fund. In addition, the Adviser
shall not seek satisfaction of any such obligations from the Trustees or
any individual Trustee. The Adviser understands that the rights and
obligations of any Portfolio under the Declaration of Trust ((or other
organizational document)) are separate and distinct from those of any and
all other Portfolios.
((8. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving effect
to the choice of laws provisions thereof.))
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
[SIGNATURE LINES OMITTED]
EXHIBIT 4
((UNDERLINED)) DISCLOSURE WILL BE ADDED;
[BRACKETED] DISCLOSURE WILL BE DELETED.
FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY INVESTMENT TRUST:
FIDELITY CANADA FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
((AMENDMENT)) [MODIFICATION] made this [1st] (( )) day of [March] ((
,)) [1992](( 1997 )), by and between Fidelity Investment Trust, a
Massachusetts business trust which may issue one or more series of shares
of beneficial interest (hereinafter called the "Fund"), ((on behalf of
Fidelity Canada Fund (hereinafter called the "Portfolio"),(( and Fidelity
Management & Research Company, a Massachusetts corporation (hereinafter
called the "Adviser") ((as set forth in its entirety below.))
Required authorization[s] and approval[s] by shareholders and Trustees
having been obtained, [Fidelity Investment Trust](( the Fund,)) on behalf
of [Fidelity Canada Fund (hereinafter called the "Portfolio")] ((the
Portfolio,)) and [Fidelity Management & Research Company](( the Adviser))
hereby consent, pursuant to Paragraph 6 of the existing Management Contract
dated December 1, 1987, [modified] ((as amended on)) January 1, 1989 ((and
March 1, 1992,)) to a modification of said Contract in the manner set
[forth] below. The [modifications] ((Management Contract, as amended,))
shall((, when executed by duly authorized officers of the Fund and
Adviser,)) take effect [upon the execution of this modification of the
Management Contract by duly authorized officers of the Fund and the
Adviser] ((on or the first day of the month following approval.))
((1.)) (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Board of Trustees, direct the investments of the Portfolio in
accordance with the investment objective, policies and limitations as
provided in the Portfolio'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. The Adviser shall also furnish for the use of the Portfolio office
space and all necessary office facilities, equipment and personnel for
servicing the investments of the Portfolio; and shall pay the salaries and
fees of all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all personnel of
the Fund or the Adviser performing services relating to research,
statistical and investment activities. The Adviser is authorized, in its
discretion and without prior consultation with the Portfolio, to buy, sell,
lend and otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Portfolio. The investment policies
and all other actions of the Portfolio are and shall at all times be
subject to the control and direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing the
Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other 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 and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance 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 request from time
to time or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the Trustees.
The Adviser shall, subject to review by the Board of Trustees, furnish such
other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Contract.
(c) The Adviser[, at its own expense,] shall place all orders for the
purchase and sale of portfolio securities for the Portfolio's account with
brokers or dealers selected by the Adviser, which may include brokers or
dealers affiliated with the Adviser. The Adviser shall use its best efforts
to seek to execute portfolio transactions at prices which are advantageous
to the Portfolio and at commission rates which are reasonable in relation
to the benefits received. In selecting brokers or dealers qualified to
execute a particular transaction, brokers or dealers may be selected who
also provide brokerage and research services (as those 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 its affiliates exercise
investment discretion. The Adviser is authorized to pay a broker or dealer
who provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if the Adviser determines in good faith that
such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction
or the overall responsibilities which the 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 over representative
periods of time were reasonable in relation to the benefits to the
Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Fund, and that
the Adviser may be or become interested in the Fund as a shareholder or
otherwise.
3. The Adviser will be compensated on the following basis for the services
and facilities to be furnished hereunder. The Adviser shall receive a
monthly management fee, payable monthly as soon as practicable after the
last day of each month, composed of a [b]Basic [f]Fee and a [p]Performance
[a]Adjustment. [to the basic fee based upon the investment performance of
the Portfolio in relation to the Toronto Stock Exchange 300 Composite Index
(the "Index").] ((The Performance Adjustment is added to or subtracted from
the Basic Fee depending on whether the Portfolio experienced better or
worse performance than the Toronto Stock Exchange 300 (the "Index"). The
Performance Adjustment is not cumulative. An increased fee will result even
though the performance of the Portfolio over some period of time shorter
than the performance period has been behind that of the Index, and,
conversely, a reduction in the fee will be made for a month even though the
performance of the Portfolio over some period of time shorter than the
performance period has been ahead of that of the Index. The Basic Fee and
the Performance Adjustment will be computed as follows:))
[Basic Fee Rate:]
[The basic fee rate shall be composed of two elements:]
(((a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the
Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest
millionth decimal place as follows:))
(i) Group Fee Rate. The Group [f]((F))ee [r]((R))ate shall be based upon
the monthly average of the net assets of the registered investment
companies having Advisory and Service or Management Contracts with the
Adviser (computed in the manner set forth in the [charter of each
investment company] ((Fund's Declaration of Trust or other organizational
document))) determined as of the close of business on each business day
throughout the month. The Group [f]((F))ee [r]((R))ate shall be determined
on a cumulative basis pursuant to the following schedule:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Average Net Assets Annualized Fee Rate (for each level)
$ 0 - 3 billion .52((00))%
3 - 6 .49((00))
6 - 9 .46((00))
9 - 12 .43((00))
12 - 15 .40((00))
15 - 18 .385((0))
18 - 21 .37((00))
21 - 24 .36((00))
24 - 30 .35((00))
30 - 36 .345((0))
36 - 42 .34((00))
42 - 48 .335((0))
48 - 66 .325((0))
66 - 84 .32((00))
84 - 102 .315((0))
102 - 138 .31((00))
138 - 174 .305((0))
[Over 174] [.300]
((174)) - ((210)) ((.3000))
((210)) - ((246)) ((.2950))
((246)) - ((282)) ((.2900))
((282)) - ((318)) ((.2850))
((318)) - ((354)) ((.2800))
((354)) - ((390)) ((.2750))
((390)) - ((426)) ((.2700))
((426)) - ((462)) ((.2650))
((462)) - ((498)) ((.2600))
((498)) - ((534)) ((.2550))
((Over)) ((5 34)) ((.2500))
</TABLE>
(ii) Individual Fund Fee Rate. The [i]((I))ndividual [f]((F))und
[f]((F))ee [r]((R))ate shall be ((0 .))45%.
[The sum of the Group fee rate, calculated as described above to the
nearest millionth, and the Individual Fund fee rate shall constitute the
annual basic fee rate.]
[Basic Fee:]
(((b ) Basic Fee.)) One-twelfth of the [annual] ((Basic)) [f]((F))ee
[r]((R))ate shall be applied to the average of the net assets of the
Portfolio (computed in the manner set forth in the Fund's Declaration of
Trust ((or other organizational document))) determined as of the close of
business on each business day throughout the month. ((The resulting dollar
amount comprises the Basic Fee.))
[This basic fee will be subject to upward or downward adjustment on the
basis of the Portfolio's investment performance as follows:]
[Performance Adjustment:]
[An adjustment to the monthly basic fee will be made by applying a
performance adjustment rate to the average net assets of the Portfolio over
the performance period. The resulting dollar figure will be added to or
subtracted from the basic fee depending on whether the Portfolio
experienced better or worse performance than the performance Index.]
(((c ) Performance Adjustment Rate:)) The [p]Performance [a]Adjustment
[r]Rate is 0.02% for each percentage point [rounded to the nearer point
(the higher point if exactly one-half point)] (((the performance of the
Portfolio and the Index each being calculated to the nearest 0.01%))) that
the Portfolio's investment performance for the performance period was
better or worse than the record of the Index as then constituted. The
maximum [p]((P))erformance [a]((A))djustment [r]((R))ate is 0.20%.
The performance period will commence with the first day of the first full
month following the [effective date of the Portfolio's registration
statement] ((Portfolio's commencement of operations.)) During the first
eleven months of the [operation of the Contract] ((performance period for
the Portfolio,)) there will be no performance adjustment. Starting with the
twelfth month of [operation] ((the performance period,)) the performance
adjustment will take effect. Following the twelfth month a new month will
be added to the performance period until the performance period equals 36
months. Thereafter the performance period will consist of the current month
plus the previous 35 months.
The Portfolio's investment performance will be measured by comparing (i)
the opening net asset value of one share of the Portfolio on the first
business day of the performance period with (ii) the closing net asset
value of one share of the Portfolio as of the last business day of such
period. In computing the investment performance of the Portfolio and the
investment record of the Index, distributions of realized capital gains,
the value of capital gains taxes per share paid or payable on undistributed
realized long-term capital gains accumulated to the end of such period and
dividends paid out of investment income on the part of the Portfolio, and
all cash distributions of the [companies whose stocks comprise]
((securities included in)) the Index, will be treated as reinvested in
accordance with Rule 205-1 or any other applicable rules under the
Investment Advisers Act of 1940, as the same from time to time may be
amended.
[The adjustment to the basic fee will not be cumulative. An increased fee
will result even though the performance of the Portfolio over some period
of time shorter than the performance period has been behind that of the
Index, and, conversely, a reduction in the fee will be made for a month
even though the performance of the Portfolio over some period of time
shorter than the performance period has been ahead of that of the Index.]
(((d) Performance Adjustment. One-twelfth of the annual Performance
Adjustment Rate will be applied to the average of the net assets of the
Portfolio (computed in the manner set forth in the Fund's Declaration of
Trust or other organizational document) determined as of the close of
business on each business day throughout the month and the performance
period.))
(e) In [the] case of termination of this Contract during any month, the
fee for that month shall be reduced proportionately on the basis of the
number of business days during which it is in effect for that month. The
[b]((B))asic [f]((F)) ee [r]((R))ate will be computed on the basis of and
applied to net assets averaged over that month ending on the last business
day on which this Contract is in effect. The amount of this
[p]((P))erformance [a]((A))djustment to the [b]((B))asic [f]((F))ee will be
computed on the basis of and applied to net assets averaged over the
36-month period ending on the last business day on which this Contract is
in effect ((provided that if this Contract has been in effect less than 36
months, the computation will be made on the basis of the period of time
during which it has been in effect.))
4. It is understood that the Portfolio will pay all its expenses [other
than those expressly stated to be payable by the Adviser hereunder], which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund or the Adviser; (iv) legal
and audit expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related 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 to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management Contracts
with the Adviser, of 50% of insurance premiums for fidelity and other
coverage; (x) its proportionate share of association membership dues; (xi)
expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of printing
and mailing Prospectuses and Statements of Additional Information and
supplements thereto sent to existing shareholders; and (xiii) such
non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security ((or other
investment instrument.))
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Contract shall continue in force until July 31,
[1992] ((1998)) and indefinitely thereafter, but only so long as the
continuance after such date shall be specifically approved at least
annually by vote of the Trustees of the Fund or by vote of a majority of
the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to the Contract or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment of
any penalty, by action of its Trustees or Board of Directors, as the case
may be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust(( or
other organizational document)) and agrees that the obligations assumed by
the Fund pursuant to this Contract shall be limited in all cases to the
Portfolio and its assets, and the Adviser shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the
Portfolio or any other Portfolios of the Fund. In addition, the Adviser
shall not seek satisfaction of any such obligations from the Trustees or
any individual Trustee. The Adviser understands that the rights and
obligations of any Portfolio under the Declaration of Trust ((or other
organizational document)) are separate and distinct from those of any and
all other Portfolios.
((8. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving effect
to the choice of laws provisions thereof.))
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
[SIGNATURE LINES OMITTED]
EXHIBIT 5
((UNDERLINED)) DISCLOSURE WILL BE ADDED;
[BRACKETED] DISCLOSURE WILL BE DELETED.
FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY INVESTMENT TRUST:
FIDELITY EUROPE FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
((AMENDMENT)) [MODIFICATION] made this [1st] (( )) day of [March] ((
,)) [1992] ((1997)), by and between Fidelity Investment Trust, a
Massachusetts business trust which may issue one or more series of shares
of beneficial interest (hereinafter called the "Fund"), ((on behalf of
Fidelity Europe Fund (hereinafter called the "Portfolio"),)) and Fidelity
Management & Research Company, a Massachusetts corporation (hereinafter
called the "Adviser") ((as set forth in its entirety below.))
Required authorization[s] and approval[s] by shareholders and Trustees
having been obtained, [Fidelity Investment Trust] ((the Fund,)) on behalf
of [Fidelity Europe Fund (hereinafter called the "Portfolio")] ((the
Portfolio,)) and [Fidelity Management & Research Company](( the Adviser))
hereby consent, pursuant to Paragraph 6 of the existing Management Contract
dated September 1, 1986, [modified] ((as amended on)) December 1, 1987,
[and] January 1, 1989, ((and March 1, 1992,)) to a modification of said
Contract in the manner set [forth] below. The [modifications] ((Management
Contract, as amended,)) shall((, when executed by duly authorized officers
of the Fund and Adviser,)) take effect [upon the execution of this
modification of the Management Contract by duly authorized officers of the
Fund and the Adviser] ((on or the first day of the
month following approval.))
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Board of Trustees, direct the investments of the Portfolio in
accordance with the investment objective, policies and limitations as
provided in the Portfolio'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. The Adviser shall also furnish for the use of the Portfolio office
space and all necessary office facilities, equipment and personnel for
servicing the investments of the Portfolio; and shall pay the salaries and
fees of all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all personnel of
the Fund or the Adviser performing services relating to research,
statistical and investment activities. The Adviser is authorized, in its
discretion and without prior consultation with the Portfolio, to buy, sell,
lend and otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Portfolio. The investment policies
and all other actions of the Portfolio are and shall at all times be
subject to the control and direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing the
Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other 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 and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance 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 request from time
to time or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the Trustees.
The Adviser shall, subject to review by the Board of Trustees, furnish such
other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Contract.
(c) The Adviser[, at its own expense,] shall place all orders for the
purchase and sale of portfolio securities for the Portfolio's account with
brokers or dealers selected by the Adviser, which may include brokers or
dealers affiliated with the Adviser. The Adviser shall use its best efforts
to seek to execute portfolio transactions at prices which are advantageous
to the Portfolio and at commission rates which are reasonable in relation
to the benefits received. In selecting brokers or dealers qualified to
execute a particular transaction, brokers or dealers may be selected who
also provide brokerage and research services (as those 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 its affiliates exercise
investment discretion. The Adviser is authorized to pay a broker or dealer
who provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if the Adviser determines in good faith that
such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction
or the overall responsibilities which the 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 over representative
periods of time were reasonable in relation to the benefits to the
Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Fund, and that
the Adviser may be or become interested in the Fund as a shareholder or
otherwise.
3. The Adviser will be compensated on the following basis for the services
and facilities to be furnished hereunder. The Adviser shall receive a
monthly management fee, payable monthly as soon as practicable after the
last day of each month, composed of a [b]Basic [f]Fee and a [p]Performance
[a]Adjustment. [to the basic fee based upon the investment performance of
the Portfolio in relation to the Morgan Stanley Capital International
Europe Index (the "Index").] ((The Performance Adjustment is added to or
subtracted from the Basic Fee depending on whether the Portfolio
experienced better or worse performance than the Morgan Stanley Capital
International Europe Index (the "Index"). The Performance Adjustment is not
cumulative. An increased fee will result even though the performance of the
Portfolio over some period of time shorter than the performance period has
been behind that of the Index, and, conversely, a reduction in the fee will
be made for a month even though the performance of the Portfolio over some
period of time shorter than the performance period has been ahead of that
of the Index. The Basic Fee Rate and the Performance Adjustment will be
computed as follows:))
[Basic Fee Rate:]
[The basic fee rate shall be composed of two elements.]
(((a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the
Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest
millionth decimal place as follows:))
(i) Group Fee Rate. The Group [f] ((F)) ee [r] ((R)) ate shall be based
upon the monthly average of the net assets of the registered investment
companies having Advisory and Service or Management Contracts with the
Adviser (computed in the manner set forth in the [charter of each
investment company] ((Fund's Declaration of Trust or other organizational
document))) determined as of the close of business on each business day
throughout the month. The Group [f]((F))ee [r]((R))ate shall be determined
on a cumulative basis pursuant to the following schedule:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Average Net Assets Annualized Fee Rate (for each level)
$ 0 - 3 billion .52((00))%
3 - 6 .49((00))
6 - 9 .46((00))
9 - 12 .43((00))
12 - 15 .40((00))
15 - 18 .385((0))
18 - 21 .37((00))
21 - 24 .36((00))
24 - 30 .35((00))
30 - 36 .345((0))
36 - 42 .34((00))
42 - 48 .335((0))
48 - 66 .325((0))
66 - 84 .32((00))
84 - 102 .315((0))
102 - 138 .31((00))
138 - 174 .305((0))
[Over 174] [.30]
((174)) - 210)) ((.3000))
((210)) - 246)) ((.2950))
((246)) - 282)) ((.2900))
((282)) - 318)) ((.2850))
((318)) - 354)) ((.2800))
((354)) - 390)) ((.2750))
((390)) - 426)) ((.2700))
((426)) - 462)) ((.2650))
((462)) - 498)) ((.2600))
((498)) - 534)) ((.2550))
((Over)) 5 34)) ((.2500))
</TABLE>
(ii) Individual Fund Fee Rate. The [i]((I))ndividual [f]((F))und
[f]((F))ee [r]((R))ate shall be ((0)) .45%.
[The sum of the Group fee rate, calculated as described above to the
nearest millionth, and the Individual Fund fee rate shall constitute the
annual basic fee rate.]
[Basic Fee:]
(((b) Basic Fee. ))One-twelfth of the [annual] ((Basic)) [f]((F))ee
[r]((R))ate shall be applied to the average of the net assets of the
Portfolio (computed in the manner set forth in the Fund's Declaration of
Trust ((or other organizational document))) determined as of the close of
business on each business day throughout the month. ((The resulting dollar
amount comprises the Basic Fee.))
[This basic fee will be subject to upward or downward adjustment on the
basis of the Portfolio's investment performance as follows:]
[Performance Adjustment:]
[An adjustment to the monthly basic fee will be made by applying a
performance adjustment rate to the average net assets of the Portfolio over
the performance period. The resulting dollar figure will be added or
subtracted from the basic fee depending on whether the Portfolio
experienced better or worse performance than the performance Index.]
(((c) Performance Adjustment Rate: ))The [p]((P))erformance
[a]((A))djustment [r] ((R))ate is 0.02% for each percentage point [rounded
to the nearer point (the higher point if exactly one-half point)] (((the
performance of the Portfolio and the Index each being calculated to the
nearest 0.01%))) that the Portfolio's investment performance for the
performance period was better or worse than the record of the Index as then
constituted. The maximum [p]((P))erformance [a]((A))djustment [r]((R))ate
is 0.20%.
The performance period will commence with the first day of the first full
month following the [effective date of the Portfolio's registration
statement] ((Portfolio's commencement of operations)). During the first
eleven months of the [operation of the Contract] ((performance period for
the Portfolio,)) there will be no performance adjustment. Starting with the
twelfth month of [operation] ((the performance period,)) the performance
adjustment will take effect. Following the twelfth month a new month will
be added to the performance period until the performance period equals 36
months. Thereafter the performance period will consist of the current month
plus the previous 35 months.
The Portfolio's investment performance will be measured by comparing (i)
the opening net asset value of one share of the Portfolio on the first
business day of the performance period with (ii) the closing net asset
value of one share of the Portfolio as of the last business day of such
period. In computing the investment performance of the Portfolio and the
investment record of the Index, distributions of realized capital gains,
the value of capital gains taxes per share paid or payable on undistributed
realized long-term capital gains accumulated to the end of such period and
dividends paid out of investment income on the part of the Portfolio, and
all cash distributions of the [companies whose stocks comprise]
((securities included in)) the Index, will be treated as reinvested in
accordance with Rule 205-1 or any other applicable rules under the
Investment Advisers Act of 1940, as the same from time to time may be
amended.
[The adjustment to the basic fee will not be cumulative. An increased fee
will result even though the performance of the Portfolio over some period
of time shorter than the performance period has been behind that of the
Index, and, conversely, a reduction in the fee will be made for a month
even though the performance of the Portfolio over some period of time
shorter than the performance period has been ahead of that of the Index.]
(((d) Performance Adjustment. One-twelfth of the annual Performance
Adjustment Rate will be applied to the average of the net assets of the
Portfolio (computed in the manner set forth in the Fund's Declaration of
Trust or other organizational document) determined as of the close of
business on each business day throughout the month and the performance
period.))
(((e))) In [the] case of termination of this Contract during any month,
the fee for that month shall be reduced proportionately on the basis of the
number of business days during which it is in effect for that month. The
[b]((B))asic [f]((F))ee [r]((R))ate will be computed on the basis of and
applied to net assets averaged over that month ending performance
adjustment to the basic fee will be computed on the basis of and applied to
net assets averaged over that month ending on the last business day on
which this Contract is in effect. The amount of [the] ((this))
[p]((P))erformance [a]((A))djustment to the [b]((B))asic [f]((F))ee will be
computed on the basis of and applied to net assets averaged over the
36-month period ending on the last business day on which this Contract is
in effect ((provided that if this Contract has been in effect less than 36
months, the computation will be made on this basis of the period of time
during which it has been in effect.))
4. It is understood that the Portfolio will pay all its expenses [other
than those expressly stated to be payable by the Adviser hereunder], which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund or the Adviser; (iv) legal
and audit expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related 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 to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management Contracts
with the Adviser, of 50% of insurance premiums for fidelity and other
coverage; (x) its proportionate share of association membership dues; (xi)
expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of printing
and mailing Prospectuses and Statements of Additional Information and
supplements thereto sent to existing shareholders; and (xiii) such
non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security ((or other
investment instrument.))
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Contract shall continue in force until July 31,
[1992] ((1998)) and indefinitely thereafter, but only so long as the
continuance after such date shall be specifically approved at least
annually by vote of the Trustees of the Fund or by vote of a majority of
the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to the Contract or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment of
any penalty, by action of its Trustees or Board of Directors, as the case
may be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust ((or
other organizational document)) and agrees that the obligations assumed by
the Fund pursuant to this Contract shall be limited in all cases to the
Portfolio and its assets, and the Adviser shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the
Portfolio or any other Portfolios of the Fund. In addition, the Adviser
shall not seek satisfaction of any such obligations from the Trustees or
any individual Trustee. The Adviser understands that the rights and
obligations of any Portfolio under the Declaration of Trust ((or other
organizational document)) are separate and distinct from those of any and
all other Portfolios.
((8. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving effect
to the choice of laws provisions thereof.))
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
[SIGNATURE LINES OMITTED]
EXHIBIT 6
((UNDERLINED)) DISCLOSURE WILL BE ADDED;
[BRACKETED] DISCLOSURE WILL BE DELETED.
FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY INVESTMENT TRUST:
FIDELITY OVERSEAS FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
((AMENDMENT)) [MODIFICATION] made this [1st](( )) day of [March] ((
,)) [1992] ((1997,)) by and between Fidelity Investment Trust, a
Massachusetts business trust which may issue one or more series of shares
of beneficial interest (hereinafter called the "Fund"), ((on behalf of
Fidelity Overseas Fund (hereinafter called the "Portfolio"),)) and Fidelity
Management & Research Company, a Massachusetts corporation (hereinafter
called the "Adviser") ((as set forth in its entirety below. ))
Required authorization[s] and approval[s] by shareholders and Trustees
having been obtained, [Fidelity Investment Trust] ((the Fund,)) on behalf
of [Fidelity Overseas Fund (hereinafter called the "Portfolio")] ((the
Portfolio,)) and [Fidelity Management & Research Company] ((the Adviser))
hereby consent, pursuant to Paragraph 6 of the existing Management Contract
dated November 30, 1984, [modified] ((as amended on)) January 1, 1986,
December 1, 1987, [and] January 1, 1989, ((and March 4, 1992,)) to a
modification of said Contract in the manner set [forth] below. The
[modifications] ((Management Contract, as amended,)) shall((, when executed
by duly authorized officers of the Fund and Adviser,)) take effect [upon
the execution of this modification of the Management Contract by duly
authorized officers of the Fund and the Adviser] ((on or the first
day of the month following approval.))
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Board of Trustees, direct the investments of the Portfolio in
accordance with the investment objective, policies and limitations as
provided in the Portfolio'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. The Adviser shall also furnish for the use of the Portfolio office
space and all necessary office facilities, equipment and personnel for
servicing the investments of the Portfolio; and shall pay the salaries and
fees of all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all personnel of
the Fund or the Adviser performing services relating to research,
statistical and investment activities. The Adviser is authorized, in its
discretion and without prior consultation with the Portfolio, to buy, sell,
lend and otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Portfolio. The investment policies
and all other actions of the Portfolio are and shall at all times be
subject to the control and direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing the
Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other 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 and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance 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 request from time
to time or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the Trustees.
The Adviser shall, subject to review by the Board of Trustees, furnish such
other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Contract.
(c) The Adviser[, at its own expense,] shall place all orders for the
purchase and sale of portfolio securities for the Portfolio's account with
brokers or dealers selected by the Adviser, which may include brokers or
dealers affiliated with the Adviser. The Adviser shall use its best efforts
to seek to execute portfolio transactions at prices which are advantageous
to the Portfolio and at commission rates which are reasonable in relation
to the benefits received. In selecting brokers or dealers qualified to
execute a particular transaction, brokers or dealers may be selected who
also provide brokerage and research services (as those 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 its affiliates exercise
investment discretion. The Adviser is authorized to pay a broker or dealer
who provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if the Adviser determines in good faith that
such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction
or the overall responsibilities which the 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 over representative
periods of time were reasonable in relation to the benefits to the
Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Fund, and that
the Adviser may be or become interested in the Fund as a shareholder or
otherwise.
3. The Adviser will be compensated on the following basis for the services
and facilities to be furnished hereunder. The Adviser shall receive a
monthly management fee, payable monthly as soon as practicable after the
last day of each month, composed of a [b]((B))asic [f]((F))ee ((and a
Performance Adjustment)) [based upon the investment performance of the
Portfolio in relation to the Morgan Stanley Capital International Europe,
Australia, Far East Index (the "Index")]. ((The Performance Adjustment is
added to or subtracted from the Basic Fee depending on whether the
Portfolio experienced better or worse performance than the Morgan Stanley
Capital International Europe, Australasia, Far East Index ("the Index").
The Performance Adjustment is not cumulative. An increased fee will result
even though the performance of the Portfolio over some period of time
shorter than the performance period has been behind that of the Index, and,
conversely, a reduction in the fee will be made for a month even though the
performance of the Portfolio over some period of time shorter than the
performance period has been ahead of that of the Index. The Basic Fee and
the Performance Adjustment will be computed as follows:))
[Basic Fee Rate:]
[The basic fee rate shall be composed of two elements.]
(((a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the
Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest
millionth decimal place as follows:))
(i) Group Fee Rate. The Group [f]((F))ee [r]((R))ate shall be based upon
the monthly average of the net assets of the registered investment
companies having Advisory and Service or Management Contracts with the
Adviser (computed in the manner set forth in the [charter of each
investment company] ((Fund's Declaration of Trust or other organizational
document)) ) determined as of the close of business on each business day
throughout the month. The Group [f]((F))ee [r]((R))ate shall be determined
on a cumulative basis pursuant to the following schedule:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Average Net Assets Annualized Fee Rate (for each level)
$ 0 - 3 billion .52((00))%
3 - 6 .49((00))
6 - 9 .46((00))
9 - 12 .43((00))
12 - 15 .40((00))
15 - 18 .385((0))
18 - 21 .37((00))
21 - 24 .36((00))
24 - 30 .35((00))
30 - 36 .345((0))
36 - 42 .34((00))
42 - 48 .335((0))
48 - 66 .325((0))
66 - 84 .32((00))
84 - 102 .315(0))
102 - 138 .31((00))
138 - 174 .305((0))
[Over 174] [.30]
((174 - ((210)) ((.3000))
((210 - ((246)) ((.2950))
((246 - ((282)) ((.2900))
((282 - ((318)) ((.2850))
((318 - ((354)) ((.2800))
((354 - ((390)) ((.2750))
((390 - ((426)) ((.2700))
((426 - ((462)) ((.2650))
((462 - ((498)) ((.2600))
((498 - ((534)) ((.2550))
((Over ((5 34)) ((.2500))
</TABLE>
(ii) Individual Fund Fee Rate. The [i]((I))ndividual [f]((F))und
[f]((F))ee [r]((R))ate shall be ((0 .))45%.
[The sum of the cumulative Group fee rate, calculated as described above
to the nearest millionth, and the individual fund fee rate shall constitute
the annual basic fee rate.]
[Basic Fee:]
(((b) Basic Fee.)) One-twelfth of the [annual] [b]((B))asic [f]((F))ee
[r]((R))ate shall be applied to the average of the net assets of the
Portfolio (computed in the manner set forth in the Fund's Declaration of
Trust ((or other organizational document)) ) determined as of the close of
business on each business day throughout the month. ((The resulting dollar
amount comprises the Basic Fee.))
[The basic fee will be subject to upward or downward adjustments on the
basis of the Portfolio's investment performance as follows:]
[Performance Adjustment:]
[An adjustment to the monthly basic fee will be made by applying a
performance adjustment rate to the average net assets of the Portfolio over
the performance period. The resulting dollar figure will be added or
subtracted from the basic fee depending on whether the Portfolio
experienced better or worse performance than the performance Index.]
(((c) Performance Adjustment Rate:)) The Performance Adjustment [r]Rate
is 0.02% for each percentage point [rounded to the nearer point (the higher
point if exactly one-half point)] (((the Performance of the Portfolio and
the Index each being calculated to the nearest 0.01% ))) that the
Portfolio's investment performance for the performance period was better or
worse than the record of the Index as then constituted. The maximum
Performance Adjustment [r]((R))ate is 0.20%.
The performance period will commence with the first day of the first full
month of operations following the [effective date of the Portfolio's
registration statement] ((Portfolio's commencement of operations)). During
the first eleven months of the [operation of the contract] ((performance
period for the Portfolio,)) there will be no performance adjustment.
Starting with the twelfth month of [operation] ((the performance period)),
the performance adjustment will take effect. Following the twelfth month a
new month will be added to the performance period until the performance
period equals 36 months. Thereafter the performance period will consist of
the current month plus the previous 35 months.
The Portfolio's investment performance will be measured by comparing (i)
the opening net asset value of one share of the Portfolio on the first
business day of the performance period with (ii) the closing net asset
value of one share of the Portfolio as of the last business day of such
period. In computing the investment performance of the Portfolio and the
investment record of the Index, distributions of realized capital gains,
the value of capital gains taxes per share paid or [taxable] ((payable)) on
undistributed realized long-term capital gains[,the value of capital gains
taxes per share paid or payable on undistributed realized long-term capital
gains] accumulated to the end of such period and dividends paid out of
investment income on the part of the Portfolio, and all cash distributions
of the [companies whose stocks comprise the index] ((securities included in
the Index,)) will be treated as reinvested in accordance with Rule 205-1 or
any other applicable rules under the Investment Advisers Act of 1940, as
the same from time to time may be amended.
[The adjustment to the basic fee will not be cumulative. A increased fee
will result even though the performance of the Portfolio over some period
of time shorter than the performance period has been behind that of the
Index, and, conversely, a negative fee rate will apply for a month even
though the performance of the Portfolio over some period of time shorter
than the performance period has been ahead of that of the Index.]
(((d) Performance Adjustment. One-twelfth of the annual Performance
Adjustment Rate will be applied to the average of the net assets of the
Portfolio (computed in the manner set forth in the Fund's Declaration of
Trust or other organizational document) determined as of the close of
business on each business day throughout the month and the performance
period. ))
(((e))) In [the] case of termination of this Contract during any month,
the fee for that month shall be reduced proportionately on the basis of the
number of business days during which it is in effect for that month. The
[b]((B))asic [f]((F))ee [r]((R))ate will be computed on the basis of and
applied to net assets averaged over that month ending [performance
adjustment to the basic fee will be computed on the basis of and applied to
net assets averaged over that month ending] on the last business day on
which this Contract is in effect. The amount of the Performance Adjustment
to the [b]Basic [f]Fee will be computed on the basis of and applied to net
assets averaged over the 36-month period ending on the last business day on
which this Contract is in effect ((provided that if this Contract has been
in effect less than 36 months, the computation will be made on this basis
of the period of time during which it has been in effect.))
4. It is understood that the Portfolio will pay all its expenses [other
than those expressly stated to be payable by the Adviser hereunder], which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund or the Adviser; (iv) legal
and audit expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related 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 to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management Contracts
with the Adviser, of 50% of insurance premiums for fidelity and other
coverage; (x) its proportionate share of association membership dues; (xi)
expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of printing
and mailing Prospectuses and Statements of Additional Information and
supplements thereto sent to existing shareholders; and (xiii) such
non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security ((or other
investment instrument. ))
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Contract shall continue in force until July 31,
[1992] ((1998)) and indefinitely thereafter, but only so long as the
continuance after such date shall be specifically approved at least
annually by vote of the Trustees of the Fund or by vote of a majority of
the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to the Contract or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment of
any penalty, by action of its Trustees or Board of Directors, as the case
may be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust ((or
other organizational document)) and agrees that the obligations assumed by
the Fund pursuant to this Contract shall be limited in all cases to the
Portfolio and its assets, and the Adviser shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the
Portfolio or any other Portfolios of the Fund. In addition, the Adviser
shall not seek satisfaction of any such obligations from the Trustees or
any individual Trustee. The Adviser understands that the rights and
obligations of any Portfolio under the Declaration of Trust ((or other
organizational document ))are separate and distinct from those of any and
all other Portfolios.
((8. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving effect
to the choice of laws provisions thereof.))
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
[SIGNATURE LINES OMITTED]
EXHIBIT 7
((UNDERLINED)) DISCLOSURE WILL BE ADDED;
[BRACKETED] DISCLOSURE WILL BE DELETED.
FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY INVESTMENT TRUST:
FIDELITY PACIFIC BASIN FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
((AMENDMENT)) [MODIFICATION] made this [1st] (( )) day of [March] ((
,)) [1992] ((1997 ,)) by and between Fidelity Investment Trust, a
Massachusetts business trust which may issue one or more series of shares
of beneficial interest (hereinafter called the "Fund"), ((on behalf of
Fidelity Pacific Basin Fund (hereinafter called the "Portfolio"),)) and
Fidelity Management & Research Company, a Massachusetts corporation
(hereinafter called the "Adviser") ((as set forth in its entirety below.))
Required authorization[s] and approval[s] by shareholders and Trustees
having been obtained, [Fidelity Investment Trust] ((the Fund,)) on behalf
of [Fidelity Pacific Basin Fund (hereinafter called the "Portfolio")] ((the
Portfolio,)) and [Fidelity Management & Research Company] ((the Adviser))
hereby consent, pursuant to Paragraph 6 of the existing Management Contract
dated September 1, 1986, [modified] ((as amended on)) December 1, 1987,
[and] January 1, 1989, ((and March 1, 1992, ))to a modification of said
Contract in the manner set [forth] below. The [modifications] ((Management
Contract, as amended,)) shall((, when executed by duly authorized officers
of the Fund and Adviser,)) take effect [upon the execution of this
modification of the Management Contract by duly authorized officers of the
Fund and the Adviser] ((on or the first day of the month
following approval.))
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Board of Trustees, direct the investments of the Portfolio in
accordance with the investment objective, policies and limitations as
provided in the Portfolio'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. The Adviser shall also furnish for the use of the Portfolio office
space and all necessary office facilities, equipment and personnel for
servicing the investments of the Portfolio; and shall pay the salaries and
fees of all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all personnel of
the Fund or the Adviser performing services relating to research,
statistical and investment activities. The Adviser is authorized, in its
discretion and without prior consultation with the Portfolio, to buy, sell,
lend and otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Portfolio. The investment policies
and all other actions of the Portfolio are and shall at all times be
subject to the control and direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing the
Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other 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 and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance 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 request from time
to time or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the Trustees.
The Adviser shall, subject to review by the Board of Trustees, furnish such
other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Contract.
(c) The Adviser[, at its own expense,] shall place all orders for the
purchase and sale of portfolio securities for the Portfolio's account with
brokers or dealers selected by the Adviser, which may include brokers or
dealers affiliated with the Adviser. The Adviser shall use its best efforts
to seek to execute portfolio transactions at prices which are advantageous
to the Portfolio and at commission rates which are reasonable in relation
to the benefits received. In selecting brokers or dealers qualified to
execute a particular transaction, brokers or dealers may be selected who
also provide brokerage and research services (as those 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 its affiliates exercise
investment discretion. The Adviser is authorized to pay a broker or dealer
who provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if the Adviser determines in good faith that
such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction
or the overall responsibilities which the 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 over representative
periods of time were reasonable in relation to the benefits to the
Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Fund, and that
the Adviser may be or become interested in the Fund as a shareholder or
otherwise.
3. The Adviser will be compensated on the following basis for the services
and facilities to be furnished hereunder. The Adviser shall receive a
monthly management fee, payable monthly as soon as practicable after the
last day of each month, composed of a [b]((B))asic [f]((F))ee and a
[p]((P))erformance [a]((A))djustment. [to the basic fee based upon the
investment performance of the Portfolio in relation to the Morgan Stanley
Capital International Pacific Index (the "Index").] ((The Performance
Adjustment is added to or subtracted from the Basic Fee depending on
whether the Portfolio experienced better or worse performance than the
Morgan Stanley Capital International Pacific Index (the "Index"). The
Performance Adjustment is not cumulative. An increased fee will result even
though the performance of the Portfolio over some period of time shorter
than the performance period has been behind that of the Index, and,
conversely, a reduction in the fee will be made for a month even though the
performance of the Portfolio over some period of time shorter than the
performance period has been ahead of that of the Index. The Basic Fee and
the Performance Adjustment will be computed as follows: ))
[Basic Fee Rate:]
[The basic fee rate shall be composed of two elements.]
(( (a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the
Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest
millionth decimal place as follows: ))
(i) Group Fee Rate. The Group [f]((F))ee [r]((R))ate shall be based upon
the monthly average of the net assets of the registered investment
companies having Advisory and Service or Management Contracts with the
Adviser (computed in the manner set forth in the [charter of each
investment company] ((Fund's Declaration of Trust or other organizational
document ))) determined as of the close of business on each business day
throughout the month. The Group [f]Fee [r]Rate shall be determined on a
cumulative basis pursuant to the following schedule:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Average Net Assets Annualized Fee Rate (for each level)
$ 0 - 3 billion .52((00))%
3 - 6 .49((00))
6 - 9 .46((00))
9 - 12 .43((00))
12 - 15 .40((00))
15 - 18 .385((0))
18 - 21 .37((00))
21 - 24 .36((00))
24 - 30 .35((00))
30 - 36 .345((0))
36 - 42 .34((00))
42 - 48 .335((0))
48 - 66 .325((0))
66 - 84 .32((00))
84 - 102 .315((0))
102 - 138 .31((00))
138 - 174 .305((0))
[Over 174] [.30]
((174)) - ((210)) ((.3000))
((210)) - ((246)) ((.2950))
((246)) - ((282)) ((.2900))
((282)) - ((318)) ((.2850))
((318)) - ((354)) ((.2800))
((354)) - ((390)) ((.2750))
((390)) - ((426)) ((.2700))
((426)) - ((462)) ((.2650))
((462)) - ((498)) ((.2600))
((498)) - ((534)) ((.2550))
((Over)) ((5 34)) ((.2500))
</TABLE>
(ii) Individual Fund Fee Rate. The [i]((I))ndividual [f]((F))und
[f]((F))ee [r]((R))ate shall be ((0)) .45%.
[The sum of the Group fee rate, calculated as described above to the
nearest millionth, and the Individual Fund fee rate shall constitute the
annual basic fee rate.]
[Basic Fee:]
(((b) Basic Fee.)) One-twelfth of the [annual] [b]((B)))asic [f]((F))ee
[r]((R))ate shall be applied to the average of the net assets of the
Portfolio (computed in the manner set forth in the Fund's Declaration of
Trust ((or other organizational document)) ) determined as of the close of
business on each business day throughout the month. ((The resulting dollar
amount comprises the Basic Fee.))
[This basic fee will be subject to upward or downward adjustment on the
basis of the Portfolio's investment performance as follows:]
[Performance Adjustment:]
[An adjustment to the monthly basic fee will be made by applying a
performance adjustment rate to the average net assets of the Portfolio over
the performance period. The resulting dollar figure will be added or
subtracted from the basic fee depending on whether the Portfolio
experienced better or worse performance than the performance Index.]
(((c) Performance Adjustment Rate: ))The [p]((P))erformance
[a]((A))djustment [r]((R))ate is 0.02% for each percentage point [rounded
to the nearer point (the higher point if exactly one-half point)] (((the
Performance of the Portfolio and the Index each being calculated to the
nearest 0.01% ))) that the Portfolio's investment performance for the
performance period was better or worse than the record of the Index as then
constituted. The maximum [p]((P))erformance [a]((A))djustment [r]((R))ate
is 0.20%.
The performance period will commence with the first day of the first full
month following the [effective date of the Portfolio's registration
statement] ((Portfolio's commencement of operations.)) During the first
eleven months of the [operation of the contract] ((performance period for
the Portfolio,)) there will be no performance adjustment. Starting with the
twelfth month of [operation] ((the performance period,)) the performance
adjustment will take effect. Following the twelfth month a new month will
be added to the performance period until the performance period equals 36
months. Thereafter the performance period will consist of the current month
plus the previous 35 months.
The Portfolio's investment performance will be measured by comparing (i)
the opening net asset value of one share of the Portfolio on the first
business day of the performance period with (ii) the closing net asset
value of one share of the Portfolio as of the last business day of such
period. In computing the investment performance of the Portfolio and the
investment record of the Index, distributions of realized capital gains,
the value of capital gains taxes per share paid or payable on undistributed
realized long-term capital gains accumulated to the end of such period and
dividends paid out of investment income on the part of the Portfolio, and
all cash distributions of the [companies whose stocks comprise]
((securities included in)) the Index, will be treated as reinvested in
accordance with Rule 205-1 or any other applicable rules under the
Investment Advisers Act of 1940, as the same from time to time may be
amended.
[The adjustment to the basic fee will not be cumulative. An increased fee
will result even though the performance of the Portfolio over some period
of time shorter than the performance period has been behind that of the
Index, and, conversely, a reduction in the fee will be made for a month
even though the performance of the Portfolio over some period of time
shorter than the performance period has been ahead of that of the Index.]
(((d) Performance Adjustment. One-twelfth of the annual Performance
Adjustment Rate will be applied to the average of the net assets of the
Portfolio (computed in the manner set forth in the Fund's Declaration of
Trust or other organizational document) determined as of the close of
business on each business day throughout the month and the performance
period.))
(((e ))) In [the] case of termination of this Contract during any month,
the fee for that month shall be reduced proportionately on the basis of the
number of business days during which it is in effect for that month. The
[b]((B))asic [f]((F))ee [r]((R))ate will be computed on the basis of and
applied to net assets averaged over that month ending on the last business
day on which this Contract is in effect. The amount of the
[p]((P))erformance [a]((A))djustment to the [b]((B))asic [f]((F))ee will be
computed on the basis of and applied to net assets averaged over the
36-month period ending on the last business day on which this Contract is
in effect ((provided that if this Contract has been in effect less than 36
months, the computation will be made on the basis of the period of time
during which it has been in effect. ))
4. It is understood that the Portfolio will pay all its expenses [other
than those expressly stated to be payable by the Adviser hereunder], which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund or the Adviser; (iv) legal
and audit expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related 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 to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management Contracts
with the Adviser, of 50% of insurance premiums for fidelity and other
coverage; (x) its proportionate share of association membership dues; (xi)
expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of printing
and mailing Prospectuses and Statements of Additional Information and
supplements thereto sent to existing shareholders; and (xiii) such
non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security ((or other
investment instrument. ))
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Contract shall continue in force until July 31,
[1992] ((1998 ))and indefinitely thereafter, but only so long as the
continuance after such date shall be specifically approved at least
annually by vote of the Trustees of the Fund or by vote of a majority of
the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to the Contract or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment of
any penalty, by action of its Trustees or Board of Directors, as the case
may be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust ((or
other organizational document)) and agrees that the obligations assumed by
the Fund pursuant to this Contract shall be limited in all cases to the
Portfolio and its assets, and the Adviser shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the
Portfolio or any other Portfolios of the Fund. In addition, the Adviser
shall not seek satisfaction of any such obligations from the Trustees or
any individual Trustee. The Adviser understands that the rights and
obligations of any Portfolio under the Declaration of Trust ((or other
organizational document)) are separate and distinct from those of any and
all other Portfolios.
(( 8. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving effect
to the choice of laws provisions thereof. ))
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
[SIGNATURE LINES OMITTED]
EXHIBIT 8
FORM OF
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY INVESTMENTS JAPAN LIMITED
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY INVESTMENT TRUST ON BEHALF OF
___________
AGREEMENT made this___ day of ____, 199_, by and between Fidelity
Management & Research Company, a Massachusetts corporation with principal
offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called
the "Advisor"); Fidelity Investments Japan Limited, a Japanese company with
principal offices at Shiroyama JT Mori B ldg. , 4- 3-1
Toranomon, Minato-ku, Tokyo 105, Japan (hereinafter called the
"Sub-Advisor"); and Fidelity Investment Trust, a Massachusetts business
trust which may issue one or more series of shares of beneficial interest
(hereinafter called the "Trust") on behalf of ________ (hereinafter called
the "Portfolio").
WHEREAS the Trust and the Advisor have entered into a Management Contract
on behalf of the Portfolio, pursuant to which the Advisor is to act as
investment manager of the Portfolio; and
WHEREAS the Sub-Advisor has been formed in part for the purpose of
researching and compiling information and recommendations with respect to
the economies of various countries, and securities of issuers located in
such countries, and providing investment advisory services in connection
therewith;
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as
follows:
1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor to
perform one or more of the following services with respect to all or a
portion of the investments of the Portfolio. The services and the portion
of the investments of the Portfolio to be advised or managed by the
Sub-Advisor shall be as agreed upon from time to time by the Advisor and
the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all
personnel of the Sub-Advisor performing services for the Portfolio relating
to research, statistical and investment activities.
(a) INVESTMENT ADVICE: If and to the extent requested by the Advisor, the
Sub-Advisor shall provide investment advice to the Portfolio and the
Advisor with respect to all or a portion of the investments of the
Portfolio, and in connection with such advice shall furnish the Portfolio
and the Advisor such factual information, research reports and investment
recommendations as the Advisor may reasonably require. Such information may
include written and oral reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the Advisor,
the Sub-Advisor shall, subject to the supervision of the Advisor, manage
all or a portion of the investments of the Portfolio in accordance with the
investment objective, policies and limitations provided in the Portfolio's
Prospectus or other governing instruments, as amended from time to time,
the Investment Company Act of 1940 (the"1940 Act") and rules thereunder, as
amended from time to time, and such other limitations as the Trust or
Advisor may impose with respect to the Portfolio by notice to the
Sub-Advisor. With respect to the portion of the investments of the
Portfolio under its management, the Sub-Advisor is authorized to make
investment decisions on behalf of the Portfolio with regard to any stock,
bond, other security or investment instrument, and to place orders for the
purchase and sale of such securities through such broker-dealers as the
Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to
the extent such duties are delegated in writing by the Advisor, to provide
additional investment management services to the Portfolio, including but
not limited to services such as managing foreign currency investments,
purchasing and selling or writing futures and options contracts, borrowing
money, or lending securities on behalf of the Portfolio. All investment
management and any other activities of the Sub-Advisor shall at all times
be subject to the control and direction of the Advisor and the Trust's
Board of Trustees.
(c) SUBSIDIARIES AND AFFILIATES: The Sub-Advisor may perform any or all
of the services contemplated by this Agreement directly or through such of
its subsidiaries or other affiliated persons as the Sub-Advisor shall
determine; provided, however, that performance of such services through
such subsidiaries or other affiliated persons shall have been approved by
the Trust to the extent required pursuant to the 1940 Act and rules
thereunder.
2. Information to be Provided to the Trust and the Advisor: The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees or
the Advisor may reasonably request from time to time, or as the Sub-Advisor
may deem to be desirable.
3. Brokerage: In connection with the services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Sub-Advisor shall place all
orders for the purchase and sale of portfolio securities for the
Portfolio's account with brokers or dealers selected by the Sub-Advisor,
which may include brokers or dealers affiliated with the Advisor or
Sub-Advisor. The Sub-Advisor shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the Portfolio
and at commission rates which are reasonable in relation to the benefits
received. In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be 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 to the other
accounts over which the Sub-Advisor or Advisor exercise investment
discretion. The Sub-Advisor is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Sub-Advisor determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination may
be viewed in terms of either that particular transaction or the overall
responsibilities which the Sub-Advisor has with respect to accounts over
which it exercises investment discretion. The Trustees of the Trust shall
periodically review the commissions paid by the Portfolio to determine if
the commissions paid over representative periods of time were reasonable in
relation to the benefits to the Portfolio.
4. Compensation: The Advisor shall compensate the Sub-Advisor on the
following basis for the services to be furnished hereunder.
(a) INVESTMENT ADVISORY FEE: For services provided under subparagraph (a)
of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor
a monthly Sub-Advisory Fee. The Sub-Advisory Fee shall be equal to: (i) 30%
of the monthly management fee rate (including performance adjustments, if
any) that the Portfolio is obligated to pay the Advisor under its
Management Contract with the Advisor, multiplied by (ii) the fraction equal
to the net assets of the Portfolio as to which the Sub-Advisor shall have
provided investment advice divided by the net assets of the Portfolio for
that month. The Sub-Advisory Fee shall not be reduced to reflect expense
reimbursements or fee waivers by the Advisor, if any, in effect from time
to time.
(b) INVESTMENT MANAGEMENT FEE: For services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Advisor agrees to pay the
Sub-Advisor a monthly Investment Management Fee. The Investment Management
Fee shall be equal to: (i) 50% of the monthly management fee rate
(including performance adjustments, if any) that the Portfolio is obligated
to pay the Advisor under its Management Contract with the Advisor,
multiplied by: (ii) the fraction equal to the net assets of the Portfolio
as to which the Sub-Advisor shall have provided investment management
services divided by the net assets of the Portfolio for that month. If in
any fiscal year the aggregate expenses of the Portfolio exceed any
applicable expense limitation imposed by any state or federal securities
laws or regulations, and the Advisor waives all or a portion of its
management fee or reimburses the Portfolio for expenses to the extent
required to satisfy such limitation, the Investment Management Fee paid to
the Sub-Advisor will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements and
the Advisor subsequently recovers all or any portion of such waivers and
reimbursements, then the Sub-Advisor shall be entitled to receive from the
Advisor a proportionate share of the amount recovered. To the extent that
waivers and reimbursements by the Advisor required by such limitations are
in excess of the Advisor's management fee, the Investment Management Fee
paid to the Sub-Advisor will be reduced to zero for that month, but in no
event shall the Sub-Advisor be required to reimburse the Advisor for all or
a portion of such excess reimbursements.
(c) PROVISION OF MULTIPLE SERVICES: If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph 1 for
the same portion of the investments of the Portfolio for the same period,
the fees paid to the Sub-Advisor with respect to such investments shall be
calculated exclusively under subparagraph (b) of this paragraph 4.
5. Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Sub-Advisor
hereunder or by the Advisor under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and other
costs in connection with the purchase or sale of securities and other
investment instruments; (iii) fees and expenses of the Trust's Trustees
other than those who are "interested persons" of the Trust, the Sub-Advisor
or the Advisor; (iv) legal and audit expenses; (v) custodian, registrar and
transfer agent fees and expenses; (vi) fees and expenses related to the
registration and qualification of the Trust 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 to holding meetings
of the Portfolio's shareholders, including proxy solicitations therefor;
(ix) a pro rata share, based on relative net assets of the Portfolio and
other registered investment companies having Advisory and Service or
Management Contracts with the Advisor, of 50% of insurance premiums for
fidelity and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; (xii)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Portfolio is a
party and the legal obligation which the Portfolio may have to indemnify
the Trust's Trustees and officers with respect thereto.
6. Interested Persons: It is understood that Trustees, officers, and
shareholders of the Trust are or may be or become interested in the Advisor
or the Sub-Advisor as directors, officers or otherwise and that directors,
officers and stockholders of the Advisor or the Sub-Advisor are or may be
or become similarly interested in the Trust, and that the Advisor or the
Sub-Advisor may be or become interested in the Trust as a shareholder or
otherwise.
7. Services to Other Companies or Accounts: The services of the
Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor being free to render services to others and engage in other
activities, provided, however, that such other services and activities do
not, during the term of this Agreement, interfere, in a material manner,
with the Sub-Advisor's ability to meet all of its obligations hereunder.
The Sub-Advisor shall for all purposes be an independent contractor and not
an agent or employee of the Advisor or the Trust.
8. Standard of Care: In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties hereunder
on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to
liability to the Advisor, the Trust or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security.
9. Duration and Termination of Agreement; Amendments:
(a) Subject to prior termination as provided in subparagraph (d) of this
paragraph 9, this Agreement shall continue in force until July 31, 1998 and
indefinitely thereafter, but only so long as the continuance after such
period shall be specifically approved at least annually by vote of the
Trust'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 of the Advisor, the
Sub-Advisor and the Portfolio, such consent on the part of the Portfolio to
be authorized by vote of a majority of the outstanding voting securities of
the Portfolio.
(c) In addition to the requirements of subparagraphs (a) and (b) of this
paragraph 9, the terms of any continuance or modification of this Agreement
must have been approved by the vote of a majority of those Trustees of the
Trust who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on
such approval.
(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time
on sixty (60) days' prior written notice to the other parties, terminate
this Agreement, without payment of any penalty, by action of its Board of
Trustees or Directors, or with respect to the Portfolio by vote of a
majority of its outstanding voting securities. This Agreement shall
terminate automatically in the event of its assignment.
10. Limitation of Liability: The Sub-Advisor is hereby expressly put on
notice of the limitation of shareholder liability as set forth in the
Declaration of Trust or other organizational document of the Trust and
agrees that any obligations of the Trust or the Portfolio arising in
connection with this Agreement shall be limited in all cases to the
Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction
of any such obligation from the shareholders or any shareholder of the
Portfolio. Nor shall the Sub-Advisor seek satisfaction of any such
obligation from the Trustees or any individual Trustee.
11. Governing Law: This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth 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 "interested persons,"
when used herein, shall have the respective meanings specified in the 1940
Act as now in effect or as hereafter amended.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, all as of the date written above.
[SIGNATURE LINES OMITTED]
EXHIBIT 9
FORM OF
DISTRIBUTION AND SERVICE PLAN
OF FIDELITY INVESTMENT TRUST:
FIDELITY _______ FUND
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by Rule
12b-1 under the Investment Company Act of 1940 (the "Act") of Fidelity
_______ Fund (the "Portfolio"), a series of shares of Fidelity Investment
Trust (the "Fund").
2. The Fund has entered into a General Distribution Agreement with respect
to the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management & Research
Company (the "Adviser"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for the
Portfolio's shares of beneficial interest ("shares"). Under the agreement,
the Distributor pays the expenses of printing and distributing any
prospectuses, reports and other literature used by the Distributor,
advertising, and other promotional activities in connection with the
offering of shares of the Portfolio for sale to the public. It is
recognized that the Adviser may use its management fee revenues as well as
past profits or its resources from any other source, to make payment to the
Distributor with respect to any expenses incurred in connection with the
distribution of Portfolio shares, including the activities referred to
above.
3. The Adviser directly, or through the Distributor, may, subject to the
approval of the Trustees, make payments to securities dealers and other
third parties who engage in the sale of shares or who render shareholder
support services, including but not limited to providing office space,
equipment and telephone facilities, answering routine inquiries regarding
the Portfolio, processing shareholder transactions and providing such other
shareholder services as the Fund may reasonably request.
4. The Portfolio will not make separate payments as a result of this Plan
to the Adviser, Distributor or any other party, it being recognized that
the Portfolio presently pays, and will continue to pay, a management fee to
the Adviser. To the extent that any payments made by the Portfolio to the
Adviser, including payment of management fees, should be deemed to be
indirect financing of any activity primarily intended to result in the sale
of shares of the Portfolio within the context of Rule 12b-1 under the Act,
then such payments shall be deemed to be authorized by this Plan.
5. This Plan shall become effective upon the first business day of the
month following approval by a vote of at least a "majority of the
outstanding voting securities of the Portfolio" (as defined in the Act),
the plan having been approved by a vote of a majority of the Trustees of
the Fund, including a majority of Trustees who are not "interested persons"
of the Fund (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or in any agreements
related to this Plan (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain in
effect from the date specified above until April 30, 199_ and from year to
year thereafter, provided, however, that such continuance is subject to
approval annually by a vote of a majority of the Trustees of the Fund,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may be
amended at any time by the Board of Trustees, provided that (a) any
amendment to authorize direct payments by the Portfolio to finance any
activity primarily intended to result in the sale of shares of the
Portfolio, to increase materially the amount spent by the Portfolio for
distribution, or any amendment of the Management Contract to increase the
amount to be paid by the Portfolio thereunder shall be effective only upon
approval by a vote of a majority of the outstanding voting securities of
the Portfolio, and (b) any material amendments of this Plan shall be
effective only upon approval in the manner provided in the first sentence
in this paragraph.
7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of the Portfolio.
8. During the existence of this Plan, the Fund shall require the Adviser
and/or Distributor to provide the Fund, for review by the Fund's Board of
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended in connection with financing any activity
primarily intended to result in the sale of shares of the Portfolio (making
estimates of such costs where necessary or desirable) and the purposes for
which such expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of shares of the Portfolio.
10. Consistent with the limitation of shareholder liability as set forth
in the Fund's Declaration of Trust or other organizational document, any
obligations assumed by the Portfolio pursuant to this Plan and any
agreements related to this Plan shall be limited in all cases to the
Portfolio and its assets, and shall not constitute obligations of any other
series of shares of the Fund.
11. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.
EXHIBIT 10
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS (A)
<TABLE>
<CAPTION>
INVESTMENT FISCAL AVERAGE RATIO OF NET
OBJECTIVE AND FUND YEAR END (A) NET ASSETS ADVISORY FEES
(MILLIONS)(B) TO AVERAGE
NET ASSETS
PAID
TO FMR (C)
<S> <C> <C> <C> <C>
GROWTH AND INCOME
Fidelity Fund ((pound)) 6/30/96 $ 3,254.2 0.40%
Balanced ((pound)) 7/31/96 4,690.6 0.51
Dividend Growth ((pound)) 7/31/96 740.5 0.66
Global Balanced ((rex-all)) 7/31/96 116.0 0.76
Growth & Income ((pound)) 7/31/96 15,819.8 0.51
Puritan ((pound)) 7/31/96 15,866.7 0.51
Advisor Balanced: ((pound))
Class A 10/31/96** 0.6 0.50
Class T 10/31/96 3,242.5 0.50
Class B ((hollow diamond)) 10/31/97** 1.5 0.50
Institutional Class 10/31/96 8.8 0.50
International Growth & Income ((Rex-all)) 10/31/96 981.9 0.76
Advisor Equity Income: ((pound))
Class A 11/30/96** 1.5 0.50
Class T 11/30/96 1,327.3 0.50
Class B 11/30/96 397.5 0.50
Institutional Class 11/30/96 314.7 0.50
Advisor Growth & Income: ((pound))
Class A 11/30/97** 0.7 0.51(dagger)
Class T 11/30/97** 19.4 0.51(dagger)
Class B 11/30/97** 4.1 0.51(dagger)
Institutional Class 11/30/97** 1.5 0.51(dagger)
Convertible Securities ((pound)) 11/30/96 1,107.8 0.56
Equity-Income II ((pound)) 11/30/96 13,697.1 0.51
Variable Insurance Products:
Equity-Income 12/31/96 5,964.0 0.51
Variable Insurance Products II:
Index 500 12/31/96 480.5 0.13*
Variable Insurance Products III:
Balanced Portfolio ((pound)) 12/31/96 74.3 0.48
Growth & Income ((pound)) 12/31/97** 55.4 0.51(dagger)
Equity-Income ((pound)) 1/31/97 12,640.8 0.45
Real Estate ((pound)) 1/31/97 1,021.7 0.60
Utilities Fund ((pound)) 1/31/97 1,312.8 0.54
Spartan U.S. Equity Index 2/28/97 5,035.0 0.01*
Spartan Market Index 4/30/97 1,491.9 0.45
</TABLE>
(a) All fund data are as of the fiscal year end noted in the chart or as of
April 30, 1997, if fiscal year end figures are not yet available.
(b) Average net assets are computed on the basis of average net assets of
each fund at the close of business on each business day throughout its
fiscal period.
(c) Reflects reductions for any expense reimbursement paid by or due from
FMR pursuant to voluntary or state expense limitations. Funds so affected
are indicated by an (*).
(dagger) Annualized
** Less than a complete fiscal year
((Rex-all)) Fidelity Management & Research Company has entered into
sub-advisory agreements with the following affiliates: Fidelity Management
& Research (U.K.) Inc. (FMR U.K.), Fidelity Management & Research (Far
East) Inc. (FMR Far East), Fidelity Investments Japan Ltd. (FIJ), Fidelity
International Investment Advisors (FIIA), and Fidelity International
Investment Advisors (U.K.) Limited (FIIAL U.K.), with respect to the fund.
((sigma)) Fidelity Management & Research Company has entered into
sub-advisory agreements with the following affiliates: FMR U.K., FMR Far
East, FIIA, and FIIAL U.K., with respect to the fund.
((pound)) Fidelity Management & Research Company has entered into
sub-advisory agreements with FMR U.K. and FMR Far East, with respect to the
fund.
((hollow diamond)) The ratio of net advisory fees to average net assets
paid to FMR represents the amount as of the prior fiscal year end. Updated
ratios will be presented for each class of shares of the fund when the next
fiscal year end figures are available.
EXHIBIT 11
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS (A)
<TABLE>
<CAPTION>
INVESTMENT FISCAL AVERAGE RATIO OF NET
OBJECTIVE AND FUND YEAR END (A) NET ASSETS ADVISORY FEES
(MILLIONS)(B) TO AVERAGE
NET ASSETS
PAID
TO FMR (C)
<S> <C> <C> <C> <C>
GROWTH
Fidelity Fifty ((pound)) 6/30/96 $ 161.3 0.62%
Advisor Focus Funds:
Consumer: ((pound))
Class A 7/31/97** 0.7 0.61(dagger)
Class T 7/31/97** 3.1 0.61(dagger)
Class B 7/31/97** 0.2 0.61(dagger)
Institutional Class 7/31/97** 1.1 0.61(dagger)
Cyclical: ((pound))
Class A 7/31/97** 0.2 0.61(dagger)
Class T 7/31/97** 0.8 0.61(dagger)
Class B 7/31/97** 0.1 0.61(dagger)
Institutional Class 7/31/97** 5.1 0.61(dagger)
Financial Services: ((pound))
Class A 7/31/97** 2.1 0.61(dagger)
Class T 7/31/97** 15.1 0.61(dagger)
Class B 7/31/97** 1.6 0.61(dagger)
Institutional Class 7/31/97** 1.7 0.61(dagger)
Health Care: ((pound))
Class A 7/31/97** 2.2 0.61(dagger)
Class T 7/31/97** 15.7 0.61(dagger)
Class B 7/31/97** 1.1 0.61(dagger)
Institutional Class 7/31/97** 1.7 0.61(dagger)
Technology: ((pound))
Class A 7/31/97** 2.7 0.61(dagger)
Class T 7/31/97** 17.7 0.61(dagger)
Class B 7/31/97** 0.7 0.61(dagger)
Institutional Class 7/31/97** 1.2 0.61(dagger)
Utilities Growth: ((pound))
Class A 7/31/97** 0.3 0.61(dagger)
Class T 7/31/97** 2.8 0.61(dagger)
Class B 7/31/97** 0.3 0.61(dagger)
Institutional Class 7/31/97** 1.6 0.61(dagger)
Blue Chip Growth ((pound)) 7/31/96 7,778.6 0.67
Low-Priced Stock ((pound)) 7/31/96 3,539.3 0.77
OTC Portfolio ((pound)) 7/31/96 2,450.5 0.53
Export and Multinational Fund ((pound)) 8/31/96 345.0 0.61
Advisor Korea Fund, Inc. ((oval)) 9/30/96 53.7 1.00
Destiny I ((pound)) 9/30/96 4,319.1 0.62
Destiny II ((pound)) 9/30/96 2,293.1 0.73
Advisor Emerging Asia Fund, Inc. ((oval)) 10/31/96 131.8 1.02
Advisor Natural Resources ((pound))
Class A 10/31/96** 0.9 0.72
Class T 10/31/96 441.6 0.72
Class B 10/31/96 16.6 0.72
Institutional Class 10/31/96 6.2 0.72
Advisor Growth Opportunities: ((pound))
Class A 10/31/96** 4.2 0.61
Class T 10/31/96 12,224.7 0.61
Class B ((hollow diamond)) 10/31/97** 33.0 0.61
Institutional Class 10/31/96 193.0 0.61
Advisor Overseas: ((sigma))
Class A 10/31/96** $ 0.3 0.68%
Class T 10/31/96 913.4 0.68
Class B 10/31/96 12.0 0.68
Institutional Class 10/31/96 6.6 0.68
Canada ((sigma)) 10/31/96 145.6 0.45
Capital Appreciation ((pound)) 10/31/96 1,656.1 0.54
Disciplined Equity ((pound)) 10/31/96 2,168.3 0.54
Diversified International ((sigma)) 10/31/96 478.6 0.85
Emerging Markets ((sigma)) 10/31/96 1,329.4 0.76
Europe ((sigma)) 10/31/96 558.5 0.84
Europe Capital Appreciation ((sigma)) 10/31/96 167.9 0.80
France ((sigma)) 10/31/96** 5.5 0.75(dagger)
Germany ((sigma)) 10/31/96** 5.5 0.75(dagger)
Hong Kong and China ((oval)) 10/31/96** 58.8 0.75(dagger)
International Value ((oval)) 10/31/96 217.4 0.79
Japan ((Rex-all)) 10/31/96 374.5 0.68
Japan Small Companies ((Rex-all)) 10/31/96** 105.3 0.75(dagger)
Latin America ((sigma)) 10/31/96 605.9 0.76
Nordic ((sigma)) 10/31/96** 9.6 0.75(dagger)
Overseas ((sigma)) 10/31/96 2,773.5 0.76
Pacific Basin ((Rex-all)) 10/31/96 605.8 0.75
Southeast Asia ((Rex-all)) 10/31/96 848.8 0.65
Stock Selector ((pound)) 10/31/96 1,447.9 0.58
Technoquant Growth 10/31/97** 51.3 0.61(dagger)
United Kingdom ((sigma)) 10/31/96** 2.1 0.75(dagger)
Value ((pound)) 10/31/96 6,357.2 0.65
Worldwide ((sigma)) 10/31/96 762.4 0.76
Advisor Equity Growth: ((pound))
Class A 11/30/96** 2.0 0.61
Class T 11/30/96 2,784.5 0.61
Class B ((hollow diamond)) 11/30/97** 9.7 0.61
Institutional Class 11/30/96 1,022.8 0.61
Advisor Large Cap: ((pound))
Class A 11/30/96** 0.3 0.60(dagger)
Class T 11/30/96** 12.6 0.60(dagger)
Class B 11/30/96** 3.7 0.60(dagger)
Institutional Class 11/30/96** 4.9 0.60(dagger)
Advisor Mid Cap: ((pound))
Class A 11/30/96** 0.7 0.60(dagger)
Class T 11/30/96** 116.9 0.60(dagger)
Class B 11/30/96** 17.5 0.60(dagger)
Institutional Class 11/30/96** 2.5 0.60(dagger)
Advisor TechnoQuant Growth: ((pound))
Class A 11/30/97** 2.8 0.60(dagger)
Class T 11/30/97** 7.1 0.60(dagger)
Class B 11/30/97** 3.0 0.60(dagger)
Institutional Class 11/30/97** 1.0 0.60(dagger)
Emerging Growth ((pound)) 11/30/96 1,608.1 0.77
Growth Company ((pound)) 11/30/96 7,918.8 0.62
New Millennium ((pound)) 11/30/96 960.0 0.73
Retirement Growth ((pound)) 11/30/96 4,142.2 0.50
Advisor Strategic Opportunities: ((pound))
Class A 12/31/96** $ 0.4 0.48%
Class T 12/31/96 603.6 0.48
Class B 12/31/96 99.5 0.48
Institutional Class 12/31/96 32.0 0.48
Initial Class 12/31/96 21.7 0.48
Congress Street 12/31/96 86.2 0.45
Contrafund ((pound)) 12/31/96 19,417.4 0.57
Exchange 12/31/96 246.2 0.54
Trend ((pound)) 12/31/96 1,293.3 0.42
Variable Insurance Products:
Growth ((pound)) 12/31/96 5,245.2 0.61
Overseas Portfolio ((sigma)) 12/31/96 1,544.2 0.76
Variable Insurance Products II:
Contrafund ((pound)) 12/31/96 1,576.1 0.61
Variable Insurance Products III:
Growth Opportunities ((pound)) 12/31/96 277.4 0.61
Overseas Fund ((sigma)) 12/31/96 33.3 0.70*
Select Portfolios:
Air Transportation ((pound)) 2/28/97 89.4 0.60
American Gold 2/28/97 414.0 0.60
Automotive ((pound)) 2/28/97 120.2 0.60
Biotechnology ((pound)) 2/28/97 715.3 0.60
Brokerage and Investment Management ((pound)) 2/28/97 72.5 0.62
Chemicals ((pound)) 2/28/97 123.5 0.60
Computers ((pound)) 2/28/97 546.6 0.61
Construction and Housing ((pound)) 2/28/97 68.0 0.60
Consumer Industries ((pound)) 2/28/97 25.6 0.60
Cyclical Industries ((pound)) 2/28/98** 1.7 0.60(dagger)
Defense and Aerospace ((pound)) 2/28/97 44.1 0.61
Developing Communications ((pound)) 2/28/97 307.6 0.60
Electronics ((pound)) 2/28/97 1,297.2 0.61
Energy ((pound)) 2/28/97 176.4 0.60
Energy Service ((pound)) 2/28/97 461.6 0.60
Environmental Services ((pound)) 2/28/97 41.6 0.61
Financial Services ((pound)) 2/28/97 273.8 0.61
Food and Agriculture ((pound)) 2/28/97 278.8 0.60
Health Care ((pound)) 2/28/97 1,266.7 0.60
Home Finance ((pound)) 2/28/97 691.6 0.61
Industrial Equipment ((pound)) 2/28/97 92.5 0.61
Industrial Materials ((pound)) 2/28/97 97.9 0.60
Insurance ((pound)) 2/28/97 33.8 0.61
Leisure ((pound)) 2/28/97 106.5 0.60
Medical Delivery ((pound)) 2/28/97 216.3 0.60
Multimedia ((pound)) 2/28/97 85.1 0.60
Natural Gas ((pound)) 2/28/97 113.0 0.60
Natural Resources ((pound)) 2/28/98** 2.6 0.60(dagger)
Paper and Forest Products ((pound)) 2/28/97 32.3 0.60
Precious Metals and Minerals ((pound)) 2/28/97 332.0 0.60
Regional Banks ((pound)) 2/28/97 416.8 0.61
Retailing ((pound)) 2/28/97 221.9 0.60
Software and Computer Services ((pound)) 2/28/97 421.4 0.60
Technology ((pound)) 2/28/97 463.1 0.60
Select Portfolios (continued):
Telecommunications ((pound)) 2/28/97 $ 476.9 0.60%
Transportation ((pound)) 2/28/97 12.6 0.41*
Utilities Growth ((pound)) 2/28/97 238.2 0.60
Magellan ((pound)) 3/31/97 54,132.7 0.45
Large Cap Stock ((pound)) 4/30/97 100.3 0.53
Mid Cap Stock ((pound)) 4/30/97 1,528.2 0.70
Small Cap Stock ((pound)) 4/30/97 548.6 0.55
</TABLE>
(a) All fund data are as of the fiscal year end noted in the chart or as of
April 30, 1997, if fiscal year end figures are not yet available.
(b) Average net assets are computed on the basis of average net assets of
each fund at the close of business on each business day throughout its
fiscal period.
(c) Reflects reductions for any expense reimbursement paid by or due from
FMR pursuant to voluntary or state expense limitations. Funds so affected
are indicated by an (*).
(dagger) Annualized
** Less than a complete fiscal year
((Rex-all)) Fidelity Management & Research Company has entered into
sub-advisory agreements with the following affiliates: Fidelity Management
& Research (U.K.) Inc. (FMR U.K.), Fidelity Management & Research (Far
East) Inc. (FMR Far East), Fidelity Investments Japan Ltd. (FIJ), Fidelity
International Investment Advisors (FIIA), and Fidelity International
Investment Advisors (U.K.) Limited (FIIAL U.K.), with respect to the fund.
((sigma)) Fidelity Management & Research Company has entered into
sub-advisory agreements with the following affiliates: FMR U.K., FMR Far
East, FIIA, and FIIAL U.K., with respect to the fund.
((pound)) Fidelity Management & Research Company has entered into
sub-advisory agreements with FMR U.K. and FMR Far East, with respect to the
fund.
((oval)) Fidelity Management & Research Company has entered into
sub-advisory agreements with FIIA and FIJ, with respect to the fund.
((hollow diamond)) The ratio of net advisory fees to average net assets
paid to FMR represents the amount as of the prior fiscal year end. Updated
ratios will be presented for each class of shares of the fund when the next
fiscal year end figures are available.
IT2-pxs-0797 CUSIP#315910307/FUND#309
CUSIP#315910869/FUND#322
CUSIP#316343300/FUND#301
CUSIP#315910208/FUND#305
CUSIP#316343102/FUND#094
CUSIP#316343201/FUND#302
CUSIP#315910505/FUND#318
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY INVESTMENT TRUST: FIDELITY CANADA FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Donald J. Kirk, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
Fidelity Investment Trust: Fidelity Canada Fund which the undersigned is
entitled to vote at the Special Meeting of Shareholders of the fund to be
held at the office of the trust at 82 Devonshire St., Boston, MA 02109, on
September 17, 1997 at 9:45 a.m. and at any adjournments thereof. All
powers may be exercised by a majority of said proxy holders or substitutes
voting or acting or, if only one votes and acts, then by that one. This
Proxy shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and
the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 315910307/fund# 309
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the twelve nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Ralph F. Cox, Phyllis Burke Davis, Robert listed (except as WITHHOLD
M. Gates, Edward C. Johnson 3d, E. Bradley Jones, marked to the contrary authority to
Donald J. Kirk, Peter S. Lynch, William O. McCoy, at left ). vote for all
Gerald C. McDonough, Marvin L. Mann, Robert C. nominees.
Pozen, and Thomas R. Williams. INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE NAME(S) OF THE NOMINEE(S)
ON THE LINE BELOW.
</TABLE>
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust.
3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.
4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.
5. To amend the Declaration of Trust to provide each FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
fund with the ability to invest all of its assets in another
open-end investment company.
6. To adopt a new fundamental investment policy for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
fund permitting the fund to invest all of its assets in
another open-end investment company with
substantially the same investment objective and
policies.
8. To approve an amended management contract for FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
Fidelity Canada Fund.
19. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 19.
limitation concerning diversification.
20. To amend Fidelity Canada Fund's fundamental FOR [ ] AGAINST [ ] ABSTAIN [ ] 20.
investment limitation concerning real estate.
23. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 23.
limitation concerning borrowing.
25. To amend Fidelity Canada Fund's fundamental FOR [ ] AGAINST [ ] ABSTAIN [ ] 25.
investment limitation concerning the concentration of
its investments in a single industry.
</TABLE>
CAN-PXC-0797 cusip # 315910307/fund# 309
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY INVESTMENT TRUST: FIDELITY EMERGING MARKETS FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Donald J. Kirk, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
Fidelity Investment Trust: Fidelity Emerging Markets Fund which the
undersigned is entitled to vote at the Special Meeting of Shareholders of
the fund to be held at the office of the trust at 82 Devonshire St.,
Boston, MA 02109, on September 17, 1997 at 9:45 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 315910869/fund# 322
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the twelve nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Ralph F. Cox, Phyllis Burke Davis, Robert listed (except as WITHHOLD
M. Gates, Edward C. Johnson 3d, E. Bradley Jones, marked to the contrary authority to
Donald J. Kirk, Peter S. Lynch, William O. McCoy, at left ). vote for all
Gerald C. McDonough, Marvin L. Mann, Robert C. nominees.
Pozen, and Thomas R. Williams. INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE NAME(S) OF THE NOMINEE(S)
ON THE LINE BELOW.
</TABLE>
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust.
3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.
4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.
5. To amend the Declaration of Trust to provide each FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
fund with the ability to invest all of its assets in another
open-end investment company.
6. To adopt a new fundamental investment policy for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
fund permitting the fund to invest all of its assets in
another open-end investment company with
substantially the same investment objective and
policies.
7. To approve an amended management contract for FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
Fidelity Emerging Markets Fund.
12. To approve a new Sub-Advisory Agreement with FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
Fidelity Investments Japan Limited for Fidelity
Emerging Markets Fund.
19. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 19.
limitation concerning diversification.
21. To eliminate Fidelity Emerging Markets Fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 21.
fundamental investment limitation concerning short
sales of securities.
22. To eliminate Fidelity Emerging Markets Fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 22.
fundamental investment limitation concerning
margin purchases.
23. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 23.
limitation concerning borrowing.
26. To amend Fidelity Emerging Markets Fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 26.
fundamental investment limitation concerning
commodities.
27. To amend Fidelity Emerging Markets Fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 27.
fundamental investment limitation concerning
lending.
</TABLE>
EMF-PXC-0797 cusip # 315910869/fund# 322
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY INVESTMENT TRUST: FIDELITY EUROPE FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Donald J. Kirk, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
Fidelity Investment Trust: Fidelity Europe Fund which the undersigned is
entitled to vote at the Special Meeting of Shareholders of the fund to be
held at the office of the trust at 82 Devonshire St., Boston, MA 02109, on
September 17, 1997 at 9:45 a.m. and at any adjournments thereof. All
powers may be exercised by a majority of said proxy holders or substitutes
voting or acting or, if only one votes and acts, then by that one. This
Proxy shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and
the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316343300/fund# 301
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the twelve nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Ralph F. Cox, Phyllis Burke Davis, Robert listed (except as WITHHOLD
M. Gates, Edward C. Johnson 3d, E. Bradley Jones, marked to the contrary authority to
Donald J. Kirk, Peter S. Lynch, William O. McCoy, at left ). vote for all
Gerald C. McDonough, Marvin L. Mann, Robert C. nominees.
Pozen, and Thomas R. Williams. INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE NAME(S) OF THE NOMINEE(S)
ON THE LINE BELOW.
</TABLE>
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust.
3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.
4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.
5. To amend the Declaration of Trust to provide each FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
fund with the ability to invest all of its assets in another
open-end investment company.
6. To adopt a new fundamental investment policy for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
fund permitting the fund to invest all of its assets in
another open-end investment company with
substantially the same investment objective and
policies.
9. To approve an amended management contract for FOR [ ] AGAINST [ ] ABSTAIN [ ] 9.
Fidelity Europe Fund.
15. To amend Fidelity Europe Fund's fundamental FOR [ ] AGAINST [ ] ABSTAIN [ ] 15.
investment objective and to modify certain
fundamental investment policies to provide that the
fund will invest in Europe rather than Western Europe.
18. To replace fundamental investment policy concerning FOR [ ] AGAINST [ ] ABSTAIN [ ] 18.
investment for temporary defensive purposes with a
non-fundamental policy for Fidelity Europe Fund.
19. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 19.
limitation concerning diversification.
20. To amend Fidelity Europe Fund's fundamental FOR [ ] AGAINST [ ] ABSTAIN [ ] 20.
investment limitation concerning real estate.
23. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 23.
limitation concerning borrowing.
24. To amend Fidelity Europe Fund's fundamental FOR [ ] AGAINST [ ] ABSTAIN [ ] 24.
investment limitation concerning underwriting.
25. To amend Fidelity Europe Fund's fundamental FOR [ ] AGAINST [ ] ABSTAIN [ ] 25.
investment limitation concerning the concentration of
its investments in a single industry.
</TABLE>
EUR-PXC-0797 cusip # 316343300/fund# 301
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY INVESTMENT TRUST: FIDELITY INTERNATIONAL GROWTH & INCOME FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Donald J. Kirk, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
Fidelity Investment Trust: Fidelity International Growth & Income Fund
which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on September 17, 1997 at 9:45 a.m. and at
any adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one votes
and acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 315910208/fund# 305
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the twelve nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Ralph F. Cox, Phyllis Burke Davis, Robert listed (except as WITHHOLD
M. Gates, Edward C. Johnson 3d, E. Bradley Jones, marked to the contrary authority to
Donald J. Kirk, Peter S. Lynch, William O. McCoy, at left ). vote for all
Gerald C. McDonough, Marvin L. Mann, Robert C. nominees.
Pozen, and Thomas R. Williams. INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE NAME(S) OF THE NOMINEE(S)
ON THE LINE BELOW.
</TABLE>
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust.
3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.
4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.
5. To amend the Declaration of Trust to provide each FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
fund with the ability to invest all of its assets in another
open-end investment company.
6. To adopt a new fundamental investment policy for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
fund permitting the fund to invest all of its assets in
another open-end investment company with
substantially the same investment objective and
policies.
7. To approve an amended management contract for FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
Fidelity International Growth & Income Fund.
12. To approve a new Sub-Advisory Agreement with FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
F idelity Investments Japan Limited for Fidelity
International Growth & Income Fund.
13. To approve a Distribution and Service Plan pursuant to FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
Rule 12b-1 for Fidelity International Growth &
Income Fund.
14. To replace Fidelity International Growth & Income FOR [ ] AGAINST [ ] ABSTAIN [ ] 14.
Fund's fundamental investment policy regarding
investment in debt securities with a non-fundamental
policy.
19. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 19.
limitation concerning diversification.
20. To amend Fidelity International Growth & Income FOR [ ] AGAINST [ ] ABSTAIN [ ] 20.
Fund's fundamental investment limitation concerning
real estate.
23. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 23.
limitation concerning borrowing.
</TABLE>
IGI-PXC-0797 cusip # 315910208/fund# 305
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY INVESTMENT TRUST: FIDELITY OVERSEAS FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Donald J. Kirk, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
Fidelity Investment Trust: Fidelity Overseas Fund which the undersigned is
entitled to vote at the Special Meeting of Shareholders of the fund to be
held at the office of the trust at 82 Devonshire St., Boston, MA 02109, on
September 17, 1997 at 9:45 a.m. and at any adjournments thereof. All
powers may be exercised by a majority of said proxy holders or substitutes
voting or acting or, if only one votes and acts, then by that one. This
Proxy shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and
the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316343102/fund# 094
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the twelve nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Ralph F. Cox, Phyllis Burke Davis, Robert listed (except as WITHHOLD
M. Gates, Edward C. Johnson 3d, E. Bradley Jones, marked to the contrary authority to
Donald J. Kirk, Peter S. Lynch, William O. McCoy, at left ). vote for all
Gerald C. McDonough, Marvin L. Mann, Robert C. nominees.
Pozen, and Thomas R. Williams. INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE NAME(S) OF THE NOMINEE(S)
ON THE LINE BELOW.
</TABLE>
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust.
3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.
4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.
5. To amend the Declaration of Trust to provide each FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
fund with the ability to invest all of its assets in another
open-end investment company.
6. To adopt a new fundamental investment policy for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
fund permitting the fund to invest all of its assets in
another open-end investment company with
substantially the same investment objective and
policies.
10. To approve an amended management contract for FOR [ ] AGAINST [ ] ABSTAIN [ ] 10.
Fidelity Overseas Fund.
12. To approve a new Sub-Advisory Agreement with FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
F idelity Investments Japan Limited for Fidelity
Overseas Fund.
13. To approve a Distribution and Service Plan pursuant to FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
Rule 12b-1 for Fidelity Overseas Fund.
17. To replace certain of Fidelity Overseas Fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 17.
fundamental investment policies with
non-fundamental investment policies.
18. To replace fundamental investment policy concerning FOR [ ] AGAINST [ ] ABSTAIN [ ] 18.
investment for temporary defensive purposes with a
non-fundamental policy for Fidelity Overseas Fund.
19. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 19.
limitation concerning diversification.
20. To amend Fidelity Overseas Fund's fundamental FOR [ ] AGAINST [ ] ABSTAIN [ ] 20.
investment limitation concerning real estate.
23. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 23.
limitation concerning borrowing.
24. To amend Fidelity Overseas Fund's fundamental FOR [ ] AGAINST [ ] ABSTAIN [ ] 24.
investment limitation concerning underwriting.
25. To amend Fidelity Overseas Fund's f undamental FOR [ ] AGAINST [ ] ABSTAIN [ ] 25.
investment limitation concerning the concentration of
its investments in a single industry.
</TABLE>
OVE-PXC-0797 cusip # 316343102/fund# 094
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY INVESTMENT TRUST: FIDELITY PACIFIC BASIN FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Donald J. Kirk, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
Fidelity Investment Trust: Fidelity Pacific Basin Fund which the
undersigned is entitled to vote at the Special Meeting of Shareholders of
the fund to be held at the office of the trust at 82 Devonshire St.,
Boston, MA 02109, on September 17, 1997 at 9:45 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316343201/fund# 302
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the twelve nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Ralph F. Cox, Phyllis Burke Davis, listed (except as WITHHOLD
Robert M. Gates, Edward C. Johnson 3d, E. Bradley marked to the contrary authority to
Jones, Donald J. Kirk, Peter S. Lynch, William O. at left ). vote for all
McCoy, Gerald C. McDonough, Marvin L. Mann, nominees.
Robert C. Pozen and Thomas R. Williams.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF
THE NOMINEE(S) ON THE LINE BELOW.
</TABLE>
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust.
3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.
4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.
5. To amend the Declaration of Trust to provide each FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
fund with the ability to invest all of its assets in another
open-end investment company.
6. To adopt a new fundamental investment policy for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
fund permitting the fund to invest all of its assets in
another open-end investment company with
substantially the same investment objective and
policies.
11. To approve an amended management contract for FOR [ ] AGAINST [ ] ABSTAIN [ ] 11.
Fidelity Pacific Basin Fund.
12. To approve a new Sub-Advisory Agreement with FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
F idelity Investments Japan Limited for Fidelity
Pacific Basin Fund.
16. To eliminate certain of Fidelity Pacific Basin Fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 16.
fundamental investment policies and to replace certain
policies with non-fundamental policies.
18. To replace fundamental investment policy concerning FOR [ ] AGAINST [ ] ABSTAIN [ ] 18.
investment for temporary defensive purposes with a
non-fundamental policy for Fidelity Pacific Basin
Fund.
19. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 19.
limitation concerning diversification.
20. To amend Fidelity Pacific Basin Fund's fundamental FOR [ ] AGAINST [ ] ABSTAIN [ ] 20.
investment limitation concerning real estate.
23. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 23.
limitation concerning borrowing.
24. To amend F idelity Pacific Basin Fund's fundamental FOR [ ] AGAINST [ ] ABSTAIN [ ] 24.
investment limitation concerning underwriting.
25. To amend Fidelity Pacific Basin Fund's fundamental FOR [ ] AGAINST [ ] ABSTAIN [ ] 25.
investment limitation concerning the concentration of
its investments in a single industry.
</TABLE>
PAF-PXC-0797 cusip # 316343201/fund# 302
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY INVESTMENT TRUST: FIDELITY WORLDWIDE FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Donald J. Kirk, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
Fidelity Investment Trust: Fidelity Worldwide Fund which the undersigned is
entitled to vote at the Special Meeting of Shareholders of the fund to be
held at the office of the trust at 82 Devonshire St., Boston, MA 02109, on
September 17, 1997 at 9:45 a.m. and at any adjournments thereof. All
powers may be exercised by a majority of said proxy holders or substitutes
voting or acting or, if only one votes and acts, then by that one. This
Proxy shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and
the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 315910505/fund# 318
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the twelve nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Ralph F. Cox, Phyllis Burke Davis, Robert listed (except as WITHHOLD
M. Gates, Edward C. Johnson 3d, E. Bradley Jones, marked to the contrary authority to
Donald J. Kirk, Peter S. Lynch, William O. McCoy, at left ). vote for all
Gerald C. McDonough, Marvin L. Mann, Robert C. nominees.
Pozen, and Thomas R. Williams. INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE NAME(S) OF THE NOMINEE(S)
ON THE LINE BELOW.
</TABLE>
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the trust.
3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the trust.
4. To amend the Declaration of Trust regarding FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
shareholder notification of appointment of trustees.
5. To amend the Declaration of Trust to provide each FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
fund with the ability to invest all of its assets in another
open-end investment company.
6. To adopt a new fundamental investment policy for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
fund permitting the fund to invest all of its assets in
another open-end investment company with
substantially the same investment objective and
policies.
7. To approve an amended management contract for FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
Fidelity Worldwide Fund.
12. To approve a new Sub-Advisory Agreement with FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
F idelity Investments Japan Limited for Fidelity
Worldwide Fund.
13. To approve a Distribution and Service Plan pursuant to FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
Rule 12b-1 for Fidelity Worldwide Fund.
19. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 19.
limitation concerning diversification.
20. To amend Fidelity Worldwide Fund's fundamental FOR [ ] AGAINST [ ] ABSTAIN [ ] 20.
investment limitation concerning real estate.
23. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 23.
limitation concerning borrowing.
25. To amend Fidelity Worldwide Fund's fundamental FOR [ ] AGAINST [ ] ABSTAIN [ ] 25.
investment limitation concerning the concentration of
its investments in a single industry.
</TABLE>
WLD-PXC-0797 cusip # 315910505/fund# 318
IMPORTANT
PROXY MATERIALS
PLEASE CAST YOUR VOTE NOW!
FIDELITY CANADA FUND
FIDELITY EMERGING MARKETS FUND
FIDELITY EUROPE FUND
FIDELITY INTERNATIONAL GROWTH & INCOME FUND
FIDELITY OVERSEAS FUND
FIDELITY PACIFIC BASIN FUND
FIDELITY WORLDWIDE FUND
Dear Shareholder:
I am writing to let you know that a special shareholder meeting will be
held in September to vote on several important proposals that affect the
funds listed above and your investment in them. As a shareholder, you have
the opportunity to voice your opinion on the matters that affect your
fund(s). This package contains information about the proposals and the
materials to use when voting by mail.
Please read the enclosed materials and cast your vote on the proxy card(s).
PLEASE VOTE AND RETURN YOUR CARD(S) PROMPTLY. YOUR VOTE IS EXTREMELY
IMPORTANT, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
All of the proposals have been carefully reviewed by the Board of Trustees.
The Trustees, most of whom are not affiliated with Fidelity, are
responsible for protecting your interests as a shareholder. The Trustees
believe these proposals are in the best interest of shareholders. They
recommend that you vote for each proposal.
The following Q&A is provided to assist you in understanding the proposals.
Each of these proposals is described in greater detail in the enclosed
proxy statement.
VOTING BY MAIL IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED. We
encourage you to exercise your right as a shareholder and to vote promptly.
To cast your vote, simply complete the proxy card(s) enclosed in this
package. Be sure to sign the card before mailing it in the postage-paid
envelope.
If you have any questions before you vote, please call us at
1-800-544-8888. We'll be glad to help you get your vote in quickly. Thank
you for your participation in this important initiative.
Sincerely,
/s/Edward C. Johnson 3d
Edward C. Johnson 3d
President
IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALS
Please read the full text of the enclosed proxy statement. Below is a
brief overview of all of the proposals found in the proxy statement that
are to be voted on at the special shareholder meeting. Some of the
proposals described in this overview may not apply to your fund. If you
have any questions regarding the proposals, please call us at
1-800-544-8888. We appreciate you placing your trust in Fidelity and look
forward to helping you achieve your financial goals.
THE PROXY SAYS THAT THE BOARD OF TRUSTEES HAS APPROVED THESE CHANGES. WHAT
ROLE DOES THE BOARD PLAY? (PROPOSAL 1)
The Trustees oversee the investment policies of each fund. Members of the
Board are fiduciaries and have an obligation to serve the best interests of
each fund's shareholders, including approving policy changes such as those
proposed for your fund. In addition, the Trustees review fund performance,
oversee a fund's activities, and review contractual arrangements with
companies that provide services to a fund.
WHAT IS THE ROLE OF THE INDEPENDENT ACCOUNTANTS? (PROPOSAL 2)
The independent accountants examine annual financial statements for each
fund and provide other audit and tax-related services. They also sign or
certify any financial statements of the trust that are required by law to
be independently certified and filed with the Securities and Exchange
Commission (SEC).
WHAT IS THE CHANGE IN VOTING RIGHTS BEING PROPOSED? (PROPOSAL 3)
The proposed change would provide a more equitable distribution of voting
rights than the one-share, one-vote system currently in effect. The voting
power of each shareholder would be measured by the value of the
shareholder's total dollar investment rather than by the number of shares
owned.
This proposal provides fairer voting rights on trust-wide matters such as
the election of trustees. There would be no impact on fund-specific
proposals such as changing an investment policy of a fund.
Here is an example of why this change is being recommended. Investor A
makes a $1,000 investment in a fund with a $1.00 share price and receives
1,000 shares. Investor B in the same trust makes a $1,000 investment in
another fund with a $10.00 share price and receives only 100 shares. Under
the current system, Investor A would have a much greater vote than Investor
B. The proposed change would give both investors the same voting rights
since they both made a $1,000 investment.
WHAT IS THE PROPOSED CHANGE IN NOTIFICATION OF AN APPOINTMENT OF A TRUSTEE?
(PROPOSAL 4)
The Declaration of Trust currently requires that notification of a Trustee
appointment be mailed to shareholders within three months. To reduce the
cost to the funds, the proposed change is to notify shareholders of Trustee
appointments in the next financial report for each fund.
WHAT ARE THE BENEFITS OF PERMITTING FUNDS TO INVEST THEIR ASSETS IN ANOTHER
OPEN-END INVESTMENT COMPANY WITH SUBSTANTIALLY THE SAME INVESTMENT
OBJECTIVE AND POLICIES? (PROPOSALS 5 AND 6)
Fidelity Management & Research Company (FMR) and the Board of Trustees
continually review methods of structuring mutual funds to take maximum
advantage of potential efficiencies. A number of mutual fund companies
have developed "master-feeder" fund structures under which several "feeder"
funds invest all of their assets in a single pooled investment, or "master"
fund. The benefit of the master feeder fund structure is that different
funds with substantially the same investment objective but different
servicing and distribution features may combine their investments and
achieve operational efficiencies in one master fund. An example would be
funds with the same investment objective but different minimum investments
due to the servicing of individual shareholders versus institutional
clients.
These proposals would enable a fund to invest all of its assets in another
open-end investment company, managed by FMR or an affiliate, with
substantially the same investment policies. No such plans are being
contemplated for the funds at this time and the Trustees would only allow
it in the future if they determined that it would be in the best interests
of a fund and its shareholders.
WHAT IS BEING AMENDED IN THE FUNDS' MANAGEMENT CONTRACTS? (PROPOSALS 7 -
11)
The proposed amendments modify each fund's management contract with FMR.
One modification to each fund would reduce the Group Fee portion of the
management fee paid by the fund when FMR's assets under management exceed
certain levels. The result of this modification would be a Group Fee Rate
that is the same as, or lower than, the fee payable under the present
management contract.
For the Fidelity Canada Fund, Fidelity Europe Fund, Fidelity Overseas Fund,
and Fidelity Pacific Basin Fund, another proposed amendment would modify
each fund's performance adjustment calculation that is used to calculate
the fund's investment performance and that of its comparative Index.
Specifically, the calculation will be rounded to the nearest 0.01% rather
than the nearest 1.00% and the rounding will occur prior to comparison.
The rounding modification may increase or decrease the performance
adjustment. The combined effect of the modifications to the Group Fee and
rounding calculations may represent an increase or decrease from the
management fee under the present contract.
WHAT IS THE BENEFIT OF APPROVING A SUB-ADVISORY AGREEMENT WITH FIDELITY
INVESTMENTS JAPAN LIMITED (FIJ)? (PROPOSAL 12)
FIJ, with its principal office in Tokyo, Japan, provides FMR with
investment advice and research on foreign securities. This research
complements other research produced by FMR's U.S.-based research analysts
and portfolio managers.
Under the proposed agreement, FIJ could act as investment consultant to FMR
and supply FMR with investment research information and portfolio
management advice. FMR could also grant investment management authority to
FIJ if FMR believes it would be beneficial to the fund and its
shareholders. Of course, if FIJ were to exercise investment management
authority, it must adhere to the fund's investment policies, objectives and
limitations as specified in the prospectus. In addition, FIJ would have
the ability to execute portfolio transactions for FMR from points in the
Far East that are physically closer to foreign issuers.
The sub-advisory agreement on behalf of a fund would provide FMR with
increased flexibility to access more specialized investment expertise in
foreign markets. The proposed agreement would not increase fees paid to
FMR by the fund.
WHAT IS THE REASON FOR APPROVING "A DISTRIBUTION AND SERVICE PLAN PURSUANT
TO RULE 12B-1"? (PROPOSAL 13)
Under the Investment Company Act of 1940, Rule 12b-1 (the Rule) relates to
an investment company (e.g., a mutual fund) and the distribution of its
shares. The Rule requires an investment company to have a written Plan
"describing all material aspects of the proposed financing of
distribution." The proposed Plan is designed to avoid legal uncertainties
which may arise from ambiguous phrasing in the Rule.
WHAT IS THE DIFFERENCE BETWEEN FUNDAMENTAL AND NON-FUNDAMENTAL LIMITATIONS?
(PROPOSALS 14 - 18)
Changes to fundamental limitations must be approved by shareholders;
changes to non-fundamental limitations are approved by each fund's Board of
Trustees.
We are, in some cases, making changes to fundamental limitations that will
remain fundamental (i.e., require shareholder approval to change). In
other cases, where regulations permit, we are changing some limitations
from fundamental to non-fundamental or eliminating them in their entirety.
We are making certain limitations non-fundamental to eliminate the need to
solicit shareholders whenever regulations change. Proxy solicitation is
expensive and time-consuming. In addition to enhancing our standardization
efforts, we believe these changes will enable us to react more quickly to
the changing investment environment.
WHAT IS THE BENEFIT OF AMENDING EACH FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING DIVERSIFICATION? (PROPOSAL 19)
This proposal would permit each fund to invest without limit in the
securities of other investment companies. As a result of an order of
exemption granted by the SEC, each fund may invest up to 25% of its total
assets in non-publicly offered money market or short term bond funds (the
Central Funds), managed by FMR or an affiliate of FMR. The primary benefit
resulting from the Central Funds is enhanced efficiency of cash management
by providing increased short-term investment opportunities.
WHAT IS THE REASON FOR AMENDING SOME OF THE FUNDS' FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING REAL ESTATE? (PROPOSAL 20)
This proposal has two primary objectives. First, it clarifies the types of
securities in which each fund is authorized to invest. Second, it conforms
each fund's real estate limitation to a limitation that is expected to
become standard for all funds managed by FMR. Adoption of the proposed
limitation concerning real estate is not expected to significantly affect
the way in which each fund is managed, the investment performance of each
fund, or the securities in which each fund invests. However, to the extent
that each fund invests to a greater degree in real estate related
securities, it will be subject to the risks of the real estate market.
WHAT IS MEANT BY "ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS"?
(PROPOSALS 21-27)
For more than four years, we have been asking shareholders to vote by proxy
on proposals to standardize investment limitations. This is being done in
order to standardize these limitations for all of the funds managed by FMR.
The Board of Trustees of the funds has asked FMR to analyze the investment
limitations of the Fidelity funds, and where appropriate, to adopt standard
investment limitations.
Fidelity believes that increased standardization will help promote
operational efficiencies and facilitate monitoring of investment
compliance. AS A PRACTICAL MATTER, IT IS NOT ANTICIPATED THAT THESE
PROPOSALS WILL SUBSTANTIALLY AFFECT THE WAY EACH FUND IS CURRENTLY MANAGED.
HOW MANY VOTES AM I ENTITLED TO CAST?
As a shareholder, you are entitled to one vote for each share you own of a
fund on the record date. The record date is July 21, 1997.
WHAT IF THERE ARE NOT ENOUGH VOTES TO REACH A QUORUM BY THE SCHEDULED
SHAREHOLDER MEETING DATE?
If enough people do not vote, we will need to take further action. We or
outside solicitors may contact you by mail, telephone, facsimile, or by
personal interview to encourage you to vote. All of this is costly to the
funds and is ultimately passed on to shareholders. Therefore, we encourage
shareholders to vote as soon as they review the enclosed proxy materials to
avoid additional mailings, telephone calls or other solicitations.
HOW DO I VOTE MY SHARES?
You can vote your shares by completing and signing the enclosed proxy
card(s), and mailing it in the enclosed postage paid envelope. If you need
assistance, or have any questions regarding the proposals, please call us
at 1-800-544-8888.
HOW DO I SIGN THE PROXY CARD?
INDIVIDUAL ACCOUNTS: Shareholders should sign exactly as their names appear
on the account registration shown on the card.
JOINT ACCOUNTS: Either owner may sign, but the name of the person signing
should conform exactly to a name shown in the registration.
ALL OTHER ACCOUNTS: The person signing must indicate his or her capacity.
For example, a trustee for a trust or other entity should sign, "Ann B.
Collins, Trustee."
