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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
(Name of Registrant as Specified In Its Charter)
(IF YOU CHECKED "FILED BY REGISTRANT ABOVE" DO NOT
FILL THIS IN: Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
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:
[ ] 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.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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FIDELITY DIVERSIFIED INTERNATIONAL FUND
FIDELITY LATIN AMERICA FUND
FIDELITY HONG KONG AND CHINA FUND
FIDELITY NORDIC FUND
FUNDS OF
FIDELITY INVESTMENT TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Fidelity Diversified International Fund, Fidelity Latin America
Fund, Fidelity Hong Kong and China Fund and Fidelity Nordic Fund (the funds)
will be held at the office of Fidelity Investment Trust (the trust), 82
Devonshire Street, Boston, Massachusetts 02109 on May 19, 1999, at 11:00 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 approve an amended management contract for Fidelity Diversified
International Fund.
2. To amend the fundamental investment limitation concerning industry
concentration for Fidelity Latin America Fund, Fidelity Hong Kong and
China Fund and Fidelity Nordic Fund to permit each fund to invest up to
35% of its total assets in a single industry.
The Board of Trustees has fixed the close of business on March 22, 1999 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,
ERIC D. ROITER, Secretary
March 22, 1999
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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
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PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY INVESTMENT TRUST:
FIDELITY DIVERSIFIED INTERNATIONAL FUND
FIDELITY LATIN AMERICA FUND
FIDELITY HONG KONG AND CHINA FUND
FIDELITY NORDIC FUND
TO BE HELD ON MAY 19, 1999
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
Diversified International Fund, Fidelity Latin America Fund, Fidelity Hong Kong
and China Fund and Fidelity Nordic Fund (the funds) and at any adjournments
thereof (the Meeting), to be held on May 19, 1999 at 11:00 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.
The purpose of the Meeting is set forth in the accompanying Notice. The
solicitation is being made primarily by the mailing of this Proxy Statement and
the accompanying proxy card on or about March 22, 1999. Supplementary
solicitations may be made by mail, telephone, telegraph, facsimile, electronic
means or by personal interview by representatives of the trust. In addition,
Management Information Services Corp. (MIS) and D.F. King & Co., Inc. may be
paid on a per-call basis to solicit shareholders on behalf of the funds at an
anticipated cost of approximately $4,000 (Fidelity Diversified International
Fund), $2,000 (Fidelity Latin America Fund), $2,000 (Fidelity Hong Kong and
China Fund), and $2,000 (Fidelity Nordic Fund), respectively. 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
Investments Japan Limited (FIJ), subadviser to Fidelity Hong Kong and China
Fund, is located at Shiroyama JT Mori Bldg., 4-3-1 Toranomon Minato-ku, Tokyo
105, Japan. 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 EC3R 8LL, 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, by the trust's receipt of a
subsequent valid telephonic vote or by attending the Meeting and voting in
person.
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All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the Meeting, and 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 a
proposal is approved.
The funds may also arrange to have votes recorded by telephone. 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
may be revoked at any time before they are voted at the meeting in the same
manner that proxies voted by mail may be revoked. D.F. King & Co., Inc. may be
paid on a per-call basis for vote-by-phone solicitations on behalf of the funds
at an anticipated cost of approximately $5,000 (Fidelity Diversified
International Fund), $3,000 (Fidelity Latin America Fund), $3,000 (Fidelity
Hong Kong and China Fund), and $3,000 (Fidelity Nordic Fund).
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 proxy agents 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 proxy agents 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 February 28,
1999 are indicated in the following table:
Fidelity Diversified International Fund X
Fidelity Latin America Fund X
Fidelity Hong Kong and China Fund X
Fidelity Nordic Fund X
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As of February 28, 1999 the nominees and officers of the trust owned, in
the aggregate, less than 1% of the fund's outstanding shares.
To the knowledge of the trust, substantial (5% or more) record or
beneficial ownership of each fund on February 28, 1999, was as follows:
Fidelity Diversified International Fund X
Fidelity Latin America Fund X
Fidelity Hong Kong and China Fund X
Fidelity Nordic Fund X
Shareholders of record at the close of business on March 22, 1999 will be
entitled to vote at the Meeting. Each such shareholder will be entitled to one
vote for each dollar of net asset value held on that date.
FOR A FREE COPY OF EACH FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED
OCTOBER 31, 1998, CALL 1-800-544-8888 OR WRITE TO FIDELITY DISTRIBUTORS
CORPORATION AT 82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109.
VOTE REQUIRED: APPROVAL OF EACH PROPOSAL 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.
PROPOSAL # Proposal Description Applicable Fund(s)
1. To approve an amended management Diversified
contract for the fund that would International Fund
change the comparative securities
index used for calculating the
fund's management fee performance
adjustment and allow the contract to
be modified subject to the
provisions of the 1940 Act.
2. To amend the fund's fundamental Latin America Fund,
investment limitation concerning the Hong Kong and China
concentration of investments in a Fund, and Nordic Fund
particular industry to permit the
fund to invest up to 35% of its total
assets in single industry.
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1. TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR FIDELITY DIVERSIFIED
INTERNATIONAL 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) in the form attached to this
Proxy Statement as Exhibit 1. The Amended Contract modifies the management fee
that FMR receives from the fund for managing its investments and business
affairs and one other provision of the fund's existing management contract with
FMR (the Present Contract).
CURRENT MANAGEMENT FEE. The fund's current 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, 1998 (not including the fee amendment discussed
below) was 0.7385%.
The Performance Adjustment is a positive or negative dollar amount applied
to the Basic Fee and is based on the fund's performance and assets for the most
recent 36 months. If the fund outperforms its current comparative index, the
Morgan Stanley Capital International Europe, Australasia, and Far East Index
(GDP-weighted) (the Current Index), over 36 months, FMR receives a positive
Performance Adjustment, which increases the management fee. If the fund
underperforms the Current Index, FMR's 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 rate of 0.20% if the fund outperforms
or underperforms the Current Index by ten percentage points or more over the
performance period. Under the Present Contract, FMR received a positive
Performance Adjustment for the fund's fiscal year ended October 31, 1998, which
equaled 0.0963% of the fund's average net assets for the year.
PROPOSED MANAGEMENT CONTRACT AMENDMENT. The Amended Contract would (1)
PROSPECTIVELY change the index used to calculate the fund's Performance
Adjustment from the Current Index to the Morgan Stanley Capital International
Europe, Australasia, and Far East Index (Capitalization-weighted) (the Proposed
Index) and (2) allow FMR and the trust, on behalf of the fund, to modify the
Management Contract subject to the requirements of the 1940 Act (the Present
Contract currently requires the vote of a majority of the fund's outstanding
voting securities to authorize all amendments ). See "Modification of Management
Contract Amendment Provisions" on page __ for more details.
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The Proposed Index represents an alternative measure of the performance of
the same 20 foreign stock markets covered by the Current Index. Approval of the
proposal will not directly affect the Fund's investment policies which permit
FMR to use a variety of strategies in managing the Fund. However, it will change
the benchmark used to determine a portion of FMR's management fee.
IMPACT OF PROPOSED CHANGE IN PERFORMANCE ADJUSTMENT. The impact of the
proposed index change will depend on the fund's future performance relative to
the Proposed Index. However, the past performance of the Proposed Index and the
fund can be used to show what the impact would have been on management fees for
fiscal 1998 if the Proposed Index had been the fund's Performance Adjustment
index. For this purpose, the performance of the Proposed Index is substituted
for the performance of the Current Index for the rolling 36-month performance
periods ended during the fiscal year. Under the terms of the Amended Contract,
the proposed change in the fund's Performance Adjustment index will actually
occur on a gradual basis over the 36-month period after shareholder approval of
the Amended Contract. See "Implementation of Change in Performance Adjustment
Index" on page ___ for details.
During the fund's fiscal year ended October 31, 1998, the index change
would have had no effect on management fees if it had been implemented because
FMR would have been entitled to the maximum performance adjustment relative to
both indexes during that period.
PRESENT AND AMENDED CONTRACTS. FMR is the fund's investment adviser
pursuant to a management contract dated October 1, 1997, which was approved by
shareholders on September 17, 1997. (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 1
on page ___. Except for the modifications discussed in this proposal, the
Amended Contract is substantially the same as 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, 2000,
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 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, 1999, and thereafter only as long as its continuance is approved at
least annually as described above.
COMPARISON OF PROPOSED AND CURRENT PERFORMANCE ADJUSTMENT INDICES. If the
proposal is approved, the fund will change its Performance Adjustment index
prospectively to the Proposed Index, the Capitalization-weighted Morgan Stanley
Capital International Europe, Australasia, and Far East Index
(Capitalization-weighted EAFE). The EAFE index is designed to measure the
performance of developed international stock markets outside the U.S. and
Canada. The index is based on individual Morgan Stanley Capital International
single-country indexes for the 20 countries that EAFE comprises. The Current and
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Proposed Indexes differ in how they weight the underlying single-country
indexes. The Current Index (GDP-weighted EAFE) weights the performance of the
country indexes according to the size of each country's economy; the Proposed
Index, the Capitalization-weighted EAFE, weights the country indexes according
to the size of the country's stock market.
As illustrated by the chart below, the weighting differences can result in
different returns.
"Bar Chart Description: The bar graph compares the GDP-weighted EAFE calendar
year performance to the Capitalization-weighted EAFE for the past seven calendar
years."
DATA POINTS
Current Proposed
EAFE EAFE
GDP-WTD CAP-WTD
1992 -9.65% -12.17%
1993 33.56% 32.56%
1994 7.81% 7.78%
1995 11.16% 11.21%
1996 7.63% 6.05%
1997 6.06% 2.01%
1998 27.02% 20.27%
The most significant difference between the Current Index and the Proposed Index
since the fund started in December 1991 has been the relative weighting of
Japan. In 1991, the Japanese market accounted for 28% of the GDP-weighted index
and more than 50% of the Capitalization-weighted EAFE. As of the most recent
re-balancing (June 1998) of GDP-weighted EAFE, Japan represented 31% of the
GDP-weighted index and 21% of the Capitalization-weighted EAFE. The significant
decline of Japan's weighting in Capitalization-weighted EAFE is the result of
the fall in Japan's stock market relative other EAFE constituent countries.
Japan's weighting in the Capitalization-weighted index is now lower than the
GDP-weighted index.
Although both indexes are well-recognized measures of the performance of
developed international markets, Capitalization-weighted EAFE is used more
frequently as a performance benchmark for mutual funds. For this reason, FMR
proposes changing the benchmark to more closely align the Fund's benchmark with
the other broadly diversified funds in its competitive universe.
The financial impact of the proposed changes to the management fee is summarized
briefly in the following paragraphs. The changes are discussed in more detail in
the remainder of the proposal.
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IMPLEMENTATION OF CHANGE IN PERFORMANCE ADJUSTMENT INDEX. If the proposal
is approved, the change in the fund's Performance Adjustment index will be
implemented on a prospective basis beginning with the first day of the month
following shareholder approval. However, because the Performance Adjustment is
based on a rolling 36-month measurement period, comparisons to the Proposed
Index will not be fully implemented for 36 months after shareholder approval.
During this transition period, the fund's returns will be compared to a 36 month
blended index return that reflects the performance of the Proposed Index for the
portion of the performance period subsequent to its adoption and the performance
of the Current Index for the remainder of the period. For example, the
Performance Adjustment for the first full month following shareholder approval
would be calculated by comparing the fund's performance over the 36-month
performance period to a blended index return calculated using the Current
Index's performance for the first 35 months of the performance period and the
Proposed Index's performance for the 36th month. Each month for the following 35
months, the blended index return would reflect an additional month of the
Proposed Index's performance and one less month of the Current Index's
performance. At the conclusion of the transition period, the performance of the
Current Index would be eliminated from the Performance Adjustment calculation,
and the calculation would include only the performance of the Proposed Index.
COMPARISON OF MANAGEMENT FEES. The following table compares the fund's
management fee for the fiscal year ended October 31, 1998, under the terms of
the Present Contract to the management fee the fund would have incurred if the
proposed change in Performance Adjustment index had been in effect. For this
purpose, the Performance Adjustment amounts presented for the Amended Contract
for fiscal 1998 have been calculated using the rolling 36-month historical
performance of the Proposed Index during the period. Management fees are
expressed in dollars and as percentages of the fund's average net assets for the
year.
Present Contract Amended Contract Difference
$ % $ % $ %
Basic Fee 13,661,575 .7385% 13,661,575 .7385% -- --
Performance 1,780,998 .0963% 1,780,998 .0963% -- --
Adjustment
Total 15,442,573 .8348% 15,442,573 .8348% -- --
Management
Fee
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, 1998 under the Present Contract and if the proposed change in
Performance Adjustment index had been in effect during the same period. As with
the table above, the Performance Adjustment incorporated in the management fee
expense listed for the Amended Contract has been calculated using the rolling
36-month historical performance of the Proposed Index during fiscal 1998.
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The following figures are based on historical expenses adjusted to reflect
current fees of the fund and are calculated as a percentage of the fund's
average net assets.
Comparative Expense Table
Annual Fund Operating Expenses (as a percentage of average net assets)
Present Contract Amended Contract
---------------- ----------------
Management Fee 0.83% 0.83%
12b-1 Fee None None
Other Expenses 0.39% 0.39%
Total Fund Operating 1.22% 1.22%
Expenses
A portion of the brokerage commissions that the fund pays is used to
reduce the fund's expenses. In addition, the fund has entered into arrangements
with its custodian and transfer agent whereby credits realized as a result of
uninvested cash balances are used to reduce total fund operating expenses.
Including these reductions, the total fund operating expenses presented in the
table would have been 0.1.19% under both the Present Contract and the Amended
Contract.
EXAMPLE: The following illustrates the expenses on a $10,000 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 $ 124 $ 387 $ 670 $ 1,477
Amended Contract $ 124 $ 387 $ 670 $ 1,477
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.
MODIFICATION OF MANAGEMENT CONTRACT AMENDMENT PROVISIONS. The Amended
Contract allows FMR and the trust, on behalf of the fund, to amend the
Management Contract subject to the provisions of Section 15 of the 1940 Act, as
modified or interpreted by the Securities and Exchange Commission. In contrast,
the Present Contract explicitly requires the vote of a majority of the
outstanding voting securities of the fund to authorize all amendments.
Generally, the proposed modification to the Present Contract's amendment
provisions will allow FMR and the trust, on behalf of the fund, to amend the
Management Contract without shareholder vote IF THE 1940 ACT PERMITS THEM TO DO
SO. For example, under current interpretations of Section 15 of the 1940 Act,
the Amended Contract would give FMR and the trust the ability to amend the
Management Contract to immediately reflect a management fee decrease without the
delay of having to first conduct a proxy solicitation. In short, the proposed
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modification gives FMR and the trust added flexibility to amend the Management
Contract subject to 1940 Act constraints. Of course, any future amendments to
the Management Contract would continue to require the approval of the fund's
Board of Trustees.
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 November 19, 1998. 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
meetings, the Trustees received materials that relate to the Amended Contract.
These materials included: (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
character 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
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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 annual review of fund contractual arrangements
and 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 review at least annually 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 Present Contract and 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
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<PAGE>
the Independent Trustees also considered FMR's profit margins in comparison with
available industry data, both accounting for and ignoring marketing 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 benefited 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 also considered factors bearing on
the choice of the fund's Performance Adjustment Index including the nature of
securities included in such index and the nature of securities held and
permitted to be held by the fund.
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, 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. With regard to
the proposed modification to the Present Contract's amendment provisions, the
Board of Trustees and the Independent Trustees considered the benefit to
shareholders of FMR's and the trust's increased flexibility (within 1940 Act
constraints) to amend the Management Contract without the delays and potential
costs of a proxy solicitation.
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 that the proposed
modifications to the management fee rate, that is the adoption of the Proposed
Index, and the proposed modification to the Present Contract's amendment
provisions 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.
11
<PAGE>
2. TO AMEND THE FUNDAMENTAL INVESTMENT LIMITATION CONCERNING INDUSTRY
CONCENTRATION FOR FIDELITY LATIN AMERICA FUND, FIDELITY HONG KONG AND
CHINA FUND, AND FIDELITY NORDIC FUND TO PERMIT EACH TO INVEST UP TO 35% OF
ITS TOTAL ASSETS IN A SINGLE INDUSTRY.
The Board of Trustees has approved, and recommends that the shareholders
of Fidelity Latin America Fund, Fidelity Hong Kong and China Fund, and Fidelity
Nordic Fund (each a Regional Fund) approve, a proposal that would modify each
Regional Fund's fundamental policy concerning concentration to permit each
Regional Fund to invest, under certain circumstances, up to 35% of its total
assets in the securities of companies whose principal business activities are in
the same industry. Each Regional Fund's current fundamental policy concerning
concentration provides that:
"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."
If the proposal is approved, each Regional Fund would adopt the following
fundamental policy concerning 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, except that the
fund may purchase the securities of any issuer, if as a result, no more
than 35% of the fund's total assets would be invested in any industry that
accounts for more than 20% of the [Latin American/Hong Kong and Chinese/
Nordic] market as a whole, as measured by an index determined by FMR to be
an appropriate measure of the [Latin American/Hong Kong and Chinese/
Nordic] market."
The 1940 Act requires open-end mutual funds to state a policy regarding
concentration of investments in a particular industry, and to make the policy
fundamental (changeable only by shareholder vote). The SEC has taken the
position that a fund that invests more than 25% of its total assets in a
particular industry is concentrating its investments. However, a fund is
permitted to retain the freedom of action to invest more than 25% of assets in
an industry provided it specifies the conditions under which it intends to do
so.
The proposed policy would permit each Regional Fund to invest up to 35% of
the Fund's total assets in a single industry that represents more than 20% of
the local market at the time of the purchase as represented by an index FMR
determines to be an appropriate measure of the market. FMR will employ this
additional flexibility only when it views the opportunity to overweight in a
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<PAGE>
particular industry as in the best interests of a Regional Fund. The Board of
Trustees has reviewed this proposal and recommends that shareholders approve the
proposal. The amended concentration policy would provide each Regional Fund
flexibility to overweight or underweight a particular industry in a region
relative to the local market benchmarks and allow each Regional Fund to respond
to changing market conditions.
As of _________, 1999, each Regional Fund's market had a single industry
that represented over 20% of the local stock market. In Hong Kong, banks account
for approximately 31% of the market as represented by the Hang Seng Index. In
Latin America, telephone companies account for approximately 24% of the market
as represented by the Morgan Stanley Capital International Latin America Index.
In the Nordic region, communications companies account for approximately 28% of
the market as represented by the Morgan Stanley Capital International Nordic
Countries Index. Providing each Regional Fund with the ability to invest up to
35% of its total assets in a particular industry may benefit each Regional Fund,
but may also expose a fund to greater risk to the extent that adverse changes to
economic or political conditions affect a particular industry.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit each Regional Fund and its shareholders. The Trustees recommend voting
FOR the proposal. Upon shareholder approval, the proposed fundamental
concentration policy will become effective immediately. If the proposal is not
approved by the shareholders of a fund, that fund's current fundamental
concentration policy will remain unchanged and in effect.
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 Diversified International Fund, Fidelity Latin America Fund, Fidelity
Hong Kong and China Fund, and Fidelity Nordic Fund and advised by FMR is
contained in the Table of Average Net Assets and Expense Ratios in Exhibit 2
beginning on page __.
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.
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<PAGE>
The Directors of FMR are: Edward C. Johnson 3d, Chairman of the Board
and of the Executive Committee; Robert C. Pozen, President; and Peter S.
Lynch, Vice Chairman. Each of the Directors is also a Trustee of the trust.
Messrs. Johnson 3d, Pozen, J. Gary Burkhead, John H. Costello, Eric D.
Roiter, Richard A. Silver, Leonard M. Rush, Robert A. Lawrence, Abigail
Johnson, Richard A. Spillane Jr., Patricia Satterthwaite, and Greg Fraser are
currently officers of the trust and officers or employees of FMR or FMR Corp.
With the exception of Mr. Costello, 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 December 31, 1996 through September 30, 1998, 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 Diversified
International Fund, Fidelity Latin America Fund, Fidelity Hong Kong and China
Fund, and Fidelity Nordic 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 2 beginning on page __.
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
Fidelity Investments Money Management, Inc. (FIMM); Chairman, Chief Executive
Officer, President, and a Director of FMR Corp., and a Director and Chairman of
the Board and of the Executive Committee of FMR. In addition, Mr. Pozen is
Senior Vice President and a Trustee of the trust and of other funds advised by
FMR; President and a Director of FMR; and President and a Director of FIMM. Each
of the Directors is a stock holder of FMR Corp. The principal business address
of the Directors is 82 Devonshire Street, Boston, Massachusetts 02109.
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<PAGE>
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. FMR, on behalf of Fidelity Hong Kong and China Fund has entered into
a sub-advisory agreement with FIJ. Both FIIA and FIJ are wholly owned
subsidiaries 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
Diversified International 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 2 beginning on page ___.
The Directors of FIJ are Billy Wilder, President, Edward C. Johnson 3d,
Nobuhide Kamiyama, Noboru Kawai, Yasuo Kuramoto, Simon Haslam, Lawrence Repeta,
Simon Fraser 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
Bldg., 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, K.C. Lee, Peter
Phillips and Simon Haslam. 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 J. Bolton, Pamela Edwards,
Simon Haslam, and Sally Walden. The principal business address of each of
the Directors is 26 Lovat Lane, London, England EC3R 8LL.
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 $___________ and $_____________ as of
January 31, 1999. 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 Morgan 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.
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<PAGE>
PRESENT MANAGEMENT CONTRACTS
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
contracts described in proposal 1.
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
1998 are shown in the table below.
TRANSFER AGENCY AND PRICING AND BOOKKEEPING FEES
Diversified International Fund $__________
Latin American Fund $__________
Hong Kong and China Fund $__________
Nordic Fund $__________
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<PAGE>
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 each fund, which are continuously offered. Growth Company Fund's
shares are offered at net asset value per share. Promotional and administrative
expenses in connection with the offer and sale of shares are paid by FMR.
Sales charge revenues paid to FDC for fiscal 1998 are shown in the table below.
SALES CHARGE REVENUE PAID TO FDC
Diversified International Fund $__________
Latin American Fund $__________
Hong Kong and China Fund $__________
Nordic Fund $__________
For the services of FMR under Latin American Fund's, Hong Kong and China
Fund's and Nordic Fund's management contract, each fund pays FMR a monthly
management fee which has two components: a group fee rate and an individual fund
for rate.
For the services of FMR under Diversified International Fund's management
contract, the fund pays FMR a monthly management fee which has two components: a
basic fee, which is the sum of a group fee rate and an individual fund fee rate,
and a performance adjustment based on a comparison of the Fund's performance to
that of the Morgan Stanley Capital International Europe, Australasia and Far
East Index (GDP weighted) (EAFE (GDP-weighted))
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 and
is calculated on a cumulative basis pursuant to the graduated fee rate schedule
shown below on the left. The schedule below on the right shows 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 $____ billion of group net assets - the approximate
level for January, 1999 - was 0.___%, which is the weighted average of the
respective fee rates for each level of group net assets up to $__ billion.
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<PAGE>
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES
Effective
Average Group Annualized Group Net 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 .3249
36 - 42 .3400 250 .3219
42 - 48 .3350 275 .3190
48 - 66 .3250 300 .3163
66 - 84 .3200 325 .3137
84 - 102 .3150 350 .3113
102 - 138 .3100 375 .3090
138 - 174 .3050 400 .3067
174 - 210 .3000 425 .3046
210 - 246 .2950 450 .3024
246 - 282 .2900 475 .3003
282 - 318 .2850 500 .2982
318 - 354 .2800 525 .2962
354 - 390 .2750 550 .2942
390 - 426 .2700
426 - 462 .2650
462 - 498 .2600
498 - 534 .2550
Over 534 .2500
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 January 1999, each fund's
annual basic fee rate would be as follows:
Group Fee Rate Individual Fund Fee Rate Basic Fee Rate
-------------- ------------------------ --------------
Diversified International 0.____% .45% 0.____%
Latin America 0.____% 45% 0.____%
Hong Kong and China 0.____% 45% 0.____%
Nordic 0.____% .45% 0.____%
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<PAGE>
One-twelfth of this annual basic fee rate is applied to each funds net
assets averaged for the most recent month, giving a dollar amount, which is the
fee for that month.
COMPUTING THE PERFORMANCE ADJUSTMENT. The basic fee for Diversified
International Fund is subject to upward or downward adjustment, depending upon
whether, and to what extent, the fund's investment performance for the
performance period exceeds, or is exceeded by, the record of the EAFE
(GDP-weighted) over the same period. The performance period consists of the most
recent month plus the previous 35 months. Each percentage point of difference,
calculated to the nearest 1.00% (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
Diversified International's average net assets for the entire performance
period, giving a dollar amount which will be added to (or subtracted from) the
basic fee.
Diversified International's performance is calculated based on change in
net asset value (NAV). For purposes of calculating the performance adjustment,
any dividends or capital gain distributions paid by the fund are treated as if
reinvested in fund shares at the NAV as of the record date for payment. The
record of the EAFE (GDP-weighted) is based on change in value and is adjusted
for any cash distributions from the companies whose securities compose the
index.
Because the adjustment to the basic fee is based on Diversified
International Fund's performance compared to the investment record of the EAFE
(GDP-weighted), the controlling factor is not whether the fund's performance is
up or down per se, but whether it is up or down more or less than the record of
the index. Moreover, the comparative investment performance of the fund is based
solely on the relevant performance period without regard to the cumulative
performance over a longer or shorter period of time.
For fiscal 1998, the following table shows the amount that each fund paid
to FMR for its services as investment adviser (these fees include the basic fee
and for Diversified International the performance adjustment); each fund's
management fee as a percentage of the fund's average net assets; and the amount
of Diversified International's performance adjustment.
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<PAGE>
Management Fee
as a Percent of
the Fund's Performance
Management Fee Average Net Assets Adjustment
-------------- ------------------ ----------
Diversified $15,442,573 0.7410% $1,780,998
International
Latin America $4,433,227 0.7410 N/A
Hong Kong and China $1,146,603 0.7410 N/A
Nordic $766,651 0.7410 N/A
FMR may, from time to time, agree to reimburse all or a portion of each
fund's total 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.
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 each fund's
management contract.
FMR may place agency transactions with National Financial Services
Corporation (NFSC) and Fidelity Brokerage Services (Japan), LLC (FBSJ), 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. Prior to December 9, 1997, FMR used research services
provided by and placed agency transactions with Fidelity Brokerage Services
(FBS), an indirect subsidiary of FMR Corp.
The brokerage commissions paid by each fund to NFSC and FBS for fiscal
1998 are listed in the following table:
Brokerage Commissions
Paid to Nfsc Brokerage Commissions Paid to FBS
------------ ---------------------------------
Diversified International $82,815 27,870
Latin America $3,776 0
Hong Kong and China $0 $2,554
Nordic $0 $2,554
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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., P.O.
Box 789, Boston, Massachusetts 02102, 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.
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<PAGE>
EXHIBIT 1
FOR PURPOSES OF THE SEC FILING,
UNDERLINED TEXT IS SET FORTH IN ALL CAPS.
UNDERLINED LANGUAGE WILL BE ADDED
[BRACKETED] LANGUAGE WILL BE DELETED
FORM OF
MANAGEMENT CONTRACT
between
FIDELITY INVESTMENT TRUST:
FIDELITY DIVERSIFIED INTERNATIONAL FUND
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT AMENDED and RESTATED as of this 1st __ day of _____ [October
1997] 19__, 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 Diversified International
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, the Fund, on behalf of the Portfolio, and the Adviser hereby
consent, pursuant to Paragraph 6 of the existing Management Contract dated
[December 24, 1991] OCTOBER 1, 1997, to a modification of said Contract in the
manner set forth below. The Amended Management Contract shall when executed by
duly authorized officers of the Fund and the Adviser, take effect on the later
of [October 1, 1997] JUNE 1, 1999 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
22
<PAGE>
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 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
23
<PAGE>
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 Basic Fee and a Performance Adjustment. EXCEPT AS
OTHERWISE PROVIDED IN SUB-PARAGRAPH (E) OF THIS PARAGRAPH 3, T(T)he 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, and Far East Index [("GDP- weighted)]
(CAP-WEIGHTED)(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:
(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 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 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 shall be determined on a cumulative basis pursuant
to the following schedule:
24
<PAGE>
Average Net Assets Annualized Fee Rate (For Each Level)
------------------ ------------------------------------
0 - $ 3 billion .5200%
3 - 6 .4900
6 - 9 .4600
9 - 12 .4300
12 - 15 .4000
15 - 18 .3850
18 - 21 .3700
21 - 24 .3600
24 - 30 .3500
30 - 36 .3450
36 - 42 .3400
42 - 48 .3350
48 - 66 .3250
66 - 84 .3200
84 - 102 .3150
102 - 138 .3100
138 - 174 .3050
174 - 210 .3000
210 - 246 .2950
246 - 282 .2900
282 - 318 .2850
318 - 354 .2800
354 - 390 .2750
390 - 426 .2700
426 - 426 .2650
462 - 498 .2600
498 - 534 .2550
Over - 534 .2500
(ii) Individual Fund Fee Rate. The Individual Fund Fee
Rate shall be .45%.
(b) Basic Fee. One-twelfth of the Basic Fee Rate 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.
(c) Performance Adjustment Rate: EXCEPT AS PROVIDED IN SUB-PARAGRAPH (E)
OF THIS PARAGRAPH 3, the Performance Adjustment Rate is 0.02% for each
percentage 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 rate is 0.20%.
25
<PAGE>
The performance period [will commence with the first day of the first full
month following the Portfolio's commencement of operations. During the first
eleven months of the performance period for the Portfolio, there will be no
performance adjustment. Starting with the twelfth month of 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] consistS 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
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.
(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) FOR THE 35-MONTH PERIOD COMMENCING ON ______________, 1999 (THE
COMMENCEMENT DATE) (SUCH PERIOD HEREAFTER REFERRED TO AS THE TRANSITION PERIOD),
THE PERFORMANCE ADJUSTMENT RATE SHALL BE CALCULATED BY COMPARING THE PORTFOLIO'S
INVESTMENT PERFORMANCE AGAINST THE BLENDED INVESTMENT RECORDS OF THE INDEX AND
THE MORGAN STANLEY CAPITAL INTERNATIONAL EUROPE, AUSTRALASIA AND FAR EAST INDEX
(GDP - WEIGHTED) (THE INDEX USED TO CALCULATE THE PORTFOLIO'S PERFORMANCE
ADJUSTMENT PRIOR TO THE COMMENCEMENT DATE (THE PRIOR INDEX)), SUCH CALCULATION
BEING PERFORMED AS FOLLOWS:
FOR THE FIRST MONTH OF THE TRANSITION PERIOD, THE PERFORMANCE
ADJUSTMENT RATE SHALL BE CALCULATED BY COMPARING THE PORTFOLIO'S INVESTMENT
PERFORMANCE OVER THE 36 MONTH PERFORMANCE PERIOD AGAINST A BLENDED INDEX
INVESTMENT RECORD THAT REFLECTS THE INVESTMENT RECORD OF THE PRIOR INDEX FOR THE
FIRST 35 MONTHS OF THE PERFORMANCE PERIOD AND THE INVESTMENT RECORD OF THE INDEX
FOR THE 36TH MONTH OF THE PERFORMANCE PERIOD. FOR EACH SUBSEQUENT MONTH OF THE
TRANSITION PERIOD, THE PERFORMANCE ADJUSTMENT RATE SHALL BE CALCULATED BY
COMPARING THE PORTFOLIO'S INVESTMENT PERFORMANCE OVER THE 36-MONTH PERFORMANCE
PERIOD AGAINST A BLENDED INDEX INVESTMENT RECORD THAT REFLECTS ONE ADDITIONAL
MONTH OF THE INDEX'S PERFORMANCE AND ONE LESS MONTH OF THE PRIOR INDEX'S
PERFORMANCE. THIS CALCULATION METHODOLOGY SHALL CONTINUE UNTIL THE EXPIRATION OF
THE TRANSITION PERIOD, AT WHICH TIME THE INVESTMENT RECORD OF THE PRIOR INDEX
SHALL BE ELIMINATED FROM THE PERFORMANCE ADJUSTMENT CALCULATION, AND THE
CALCULATION SHALL INCLUDE ON THE INVESTMENT RECORD OF THE INDEX.
26
<PAGE>
[e](f) 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 for that month. The Basic Fee Rate
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 Performance Adjustment to the Basic 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
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, 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, [1998]
2000 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
27
<PAGE>
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] SUBJECT TO THE PROVISIONS OF
SECTION 15 OF THE 1940 ACT, AS MODIFIED BY OR INTERPRETED BY ANY APPLICABLE
ORDER OR ORDERS OF THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR
ANY RULES OR REGULATIONS ADOPTED BY, OR INTERPRETATIVE RELEASES OF, THE
COMMISSION.
(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 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]
28
<PAGE>
EXHIBIT 2
<TABLE>
<CAPTION>
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS (A)
<S> <C> <C> <C>
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)
GROWTH
Advisor Focus Funds:
Consumer Industries: (o)**
Class A 7/31/97 $ 0.7 0.60%?
Class T 7/31/97 3.9 0.60?
Class B 7/31/97 0.3 0.60?
Class C (Z) 7/31/98 0.3 0.60?
Institutional Class 7/31/97 1.1 0.60?
Cyclical Industries: (o)**
Class A 7/31/97 0.2 0.60?
Class T 7/31/97 1.1 0.60?
Class B 7/31/97 0.1 0.60?
Class C (Z)* 7/31/98 0.0 0.60?
Institutional Class 7/31/97 4.1 0.60?
Financial Services: (o)**
Class A 7/31/97 2.9 0.60?
Class T 7/31/97 22.0 0.60?
Class B 7/31/97 3.3 0.60?
Class C (Z) 7/31/98 5.3 0.60?
Institutional Class 7/31/97 2.2 0.60?
Health Care: (o)**
Class A 7/31/97 2.9 0.60?
Class T 7/31/97 22.5 0.60?
Class B 7/31/97 2.4 0.60?
Class C (Z) 7/31/98 3.9 0.60?
Institutional Class 7/31/97 2.7 0.60?
Natural Resources: (o)**
Class A 7/31/97 4.5 0.60?
Class T 7/31/97 634.0 0.60?
Class B 7/31/97 49.4 0.60?
Class C (Z) 7/31/98 1.1 0.60?
Institutional Class 7/31/97 10.8 0.60?
Technology: (o)**
Class A 7/31/97 3.6 0.60?
Class T 7/31/97 25.8 0.60?
<PAGE>
Class B 7/31/97 2.2 0.60?
Class C (Z) 7/31/98 2.1 0.60?
Institutional Class 7/31/97 1.6 0.60?
Utilities Growth: (o)**
Class A 7/31/97 0.4 0.60?
Class T 7/31/97 3.8 0.60?
Class B 7/31/97 0.8 0.60?
Class C (Z) 7/31/98 1.2 0.60?
Institutional Class 7/31/97 1.8 0.60?
Blue Chip Growth (o) 7/31/97 10,047.1 0.51
Low-Priced Stock (o) 7/31/97 6,107.7 0.76
OTC Portfolio (o) 7/31/97 3,330.0 0.56
Export and Multinational Fund (o) 8/31/97 415.7 0.60
Advisor Korea Fund, Inc. ((PHI)) 9/30/97 49.9 1.00
2
<PAGE>
Destiny I (o) 9/30/97 $ 5,260.4 0.36%
Destiny II (o) 9/30/97 3,074.7 0.50
Advisor Emerging Asia Fund, Inc. ((PHI)) 10/31/97 130.4 1.16
Advisor Overseas: ((SIGMA))
Class A 10/31/97 2.6 0.81
Class T 10/31/97 1,112.8 0.81
Class B 10/31/97 29.0 0.81
Class C (Z) 10/31/98** 6.4 0.81
Institutional Class 10/31/97 30.4 0.81
Canada ((SIGMA)) 10/31/97 127.5 0.39
Capital Appreciation (o) 10/31/97 1,773.3 0.41
Disciplined Equity (o) 10/31/97 2,212.1 0.44
Diversified International ((SIGMA)) 10/31/97 1,106.3 0.83
Emerging Markets ((SIGMA)) 10/31/97 1,049.2 0.75
Europe ((SIGMA)) 10/31/97 874.8 0.78
Europe Capital Appreciation ((SIGMA)) 10/31/97 335.4 0.65
France ((SIGMA)) 10/31/97 6.3 0.00*
Germany ((SIGMA)) 10/31/97 11.9 0.48*
Hong Kong and China (m) 10/31/97 217.5 0.75
International Value (m) 10/31/97 305.5 0.85
Japan (m) 10/31/97 295.1 0.93
Japan Small Companies (m) 10/31/97 94.1 0.75
Latin America ((SIGMA)) 10/31/97 868.0 0.75
Nordic ((SIGMA))** 10/31/97 68.5 0.75
Overseas ((SIGMA)) 10/31/97 3,574.3 0.84
Pacific Basin (m) 10/31/97 347.5 0.70
Southeast Asia (m) 10/31/97 584.7 0.76
Stock Selector (o) 10/31/97 1,738.2 0.47
TechnoQuant Growth** 10/31/97 63.4 0.59?
United Kingdom ((SIGMA)) 10/31/97 5.1 0.00*
Value (o) 10/31/97 7,464.9 0.46
Worldwide ((SIGMA)) 10/31/97 1,067.5 0.75
Advisor Equity Growth: (o)
Class A 11/30/97 14.6 0.60
Class T 11/30/97 3,860.7 0.60
Class B 11/30/97 31.7 0.60
Class C 11/30/97 0.5 0.60
Institutional Class 11/30/97 1,154.7 0.60
Advisor Growth Opportunities: (o)
Class A 11/30/97 136.1 0.52?
Class T 11/30/97 20,087.8 0.52?
Class B 11/30/97 395.4 0.52?
Class C 11/30/97 2.9 0.52?
3
<PAGE>
Institutional Class 11/30/97 384.3 0.52?
Advisor Large Cap: (o)
Class A 11/30/97 1.5 0.60
Class T 11/30/97 35.8 0.60
Class B 11/30/97 16.1 0.60
Class C* 11/30/97 0.0 0.60
Institutional Class 11/30/97 7.7 0.60
Advisor Mid Cap: (o)
Class A 11/30/97 2.6 0.60
Class T 11/30/97 266.9 0.60
4
<PAGE>
Advisor Mid Cap: (o) (continued)
Class B 11/30/97 $ 43.5 0.60%
Class C 11/30/97 0.1 0.60
Institutional Class 11/30/97 52.0 0.60
Advisor Strategic Opportunities: (o)
Class A 11/30/97 1.1 0.40?
Class T 11/30/97 494.6 0.40?
Class B 11/30/97 99.5 0.40?
Institutional Class 11/30/97 5.9 0.40?
Initial Class 11/30/97 20.5 0.40?
Advisor TechnoQuant Growth: (o)
Class A 11/30/97 4.1 0.60
Class T 11/30/97 13.0 0.60
Class B 11/30/97 6.4 0.60
Class C* 11/30/97 0.0 0.60
Institutional Class 11/30/97 1.3 0.60
Emerging Growth (o) 11/30/97 1,907.1 0.77
Growth Company (o) 11/30/97 10,175.2 0.47
New Millennium (o) 11/30/97 1,437.9 0.74
Retirement Growth (o) 11/30/97 4,042.6 0.41
Congress Street 12/31/97 86.8 0.45
Contrafund (o) 12/31/97 27,817.1 0.48
Exchange 12/31/97 291.8 0.54
Trend (o) 12/31/97 1,442.4 0.42
Variable Insurance Products:
Growth
Initial Class 12/31/97 6,937.2 0.60
Service Class 12/31/97 0.6 0.60
Overseas ((SIGMA))
Initial Class 12/31/97 1,917.4 0.75
Service Class 12/31/97 0.3 0.75
Variable Insurance Products II:
Asset Manager: Growth (o)
Initial Class 12/31/97 389.5 0.60
Service Class* 12/31/97 0.0 0.60
Contrafund (o)
Initial Class 12/31/97 3,294.9 0.60
Service Class 12/31/97 1.4 0.60
5
<PAGE>
Variable Insurance Products III:
Growth Opportunities (o)
Initial Class 12/31/97 703.1 0.60
Service Class 12/31/97 0.7 0.60
Select Portfolios:
Air Transportation (o) 2/28/98 62.7 0.60
American Gold 2/28/98 279.5 0.60
Automotive (o) 2/28/98 62.2 0.59
Biotechnology (o) 2/28/98 577.4 0.60
Brokerage and Investment Management (o) 2/28/98 416.4 0.60
Business Services and Outsourcing (o) 2/28/98 7.1 0.60((beta))
Chemicals (o) 2/28/98 83.4 0.60
Computers (o) 2/28/98 658.0 0.60
Construction and Housing (o) 2/28/98 26.0 0.60
Consumer Industries (o) 2/28/98 26.5 0.61
Cyclical Industries (o) 2/28/98 3.6 0.00*
Select Portfolios: (continued)
Defense and Aerospace (o) 2/28/98 $ 63.9 0.60%
Developing Communications (o) 2/28/98 238.7 0.60
Electronics (o) 2/28/98 2,374.6 0.60
Energy (o) 2/28/98 191.3 0.59
Energy Service (o) 2/28/98 964.1 0.59
Environmental Services (o) 2/28/98 27.8 0.60
Financial Services (o) 2/28/98 468.5 0.60
Food and Agriculture (o) 2/28/98 247.0 0.60
Health Care (o) 2/28/98 1,590.8 0.60
Home Finance (o) 2/28/98 1,334.7 0.60
Industrial Equipment (o) 2/28/98 60.1 0.60
Industrial Materials (o) 2/28/98 29.9 0.60
Insurance (o) 2/28/98 110.4 0.60
Leisure (o) 2/28/98 142.1 0.60
Medical Delivery (o) 2/28/98 159.1 0.60
Medical Equipment and Systems (o)(Z) 2/28/99** 6.9 0.60((beta))
Multimedia (o) 2/28/98 59.1 0.60
Natural Gas (o) 2/28/98 82.3 0.59
Natural Resources (o) 2/28/98 6.4 0.00*
Paper and Forest Products (o) 2/28/98 24.2 0.60
Precious Metals and Minerals (o) 2/28/98 194.7 0.60
Regional Banks (o) 2/28/98 1,035.6 0.60
Retailing (o) 2/28/98 152.9 0.60
Software and Computer Services (o) 2/28/98 434.9 0.60
Technology (o) 2/28/98 552.2 0.60
Telecommunications (o) 2/28/98 413.4 0.60
Transportation (o) 2/28/98 57.4 0.59
<PAGE>
Utilities Growth (o) 2/28/98 273.5 0.60
Magellan (o) 3/31/98 61,521.2 0.43
Large Cap Stock (o) 4/30/98 133.9 0.45
Mid Cap Stock (o) 4/30/98 1,579.2 0.60
Small Cap Stock (o)** 4/30/98 383.2 0.35*?
Small Cap Stock Selector (o) 4/30/98 727.3 0.67
Contrafund II (o) 6/30/98 226.3 0.59
Fidelity Fifty (o) 6/30/98 180.5 0.43
</TABLE>
(a) All fund data are as of the fiscal year end noted in the chart or as of
June 30, 1998, 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 (*). The ratio for certain multi-class funds is presented
gross of expense reductions.
? Annualized
* Average net assets for the period shown were less than $100,000
** Less than a complete fiscal year
(B) Based on estimated expenses
(m) 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 (FIIA (U.K.) L), 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
FIIA (U.K.) L, with respect to the fund.
(o) Fidelity Management & Research Company has entered into sub-advisory
agreements with FMR U.K. and FMR Far East, with respect to the fund.
((PHI)) Fidelity Management & Research Company has entered into sub-advisory
agreements with FIIA and FIJ, with respect to the fund.
(Z) 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.
7
<PAGE>
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
OR
For faster, more convenient voting
use the phone
(SEE _______________ FOR COMPLETE INSTRUCTIONS.)
VOTE BY PHONE: Call toll-free _____________________
***YOUR PERSONAL CONTROL NUMBER: __________***
Your prompt response will save your fund the expense of additional
mailings.
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------
FIDELITY INVESTMENT TRUST: FIDELITY DIVERSIFIED INTERNATIONAL FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson
3d, Gerald C. McDonough and Eric D. Roiter, or any one or more of them,
attorneys, with full power of substitution, to vote all shares of FIDELITY
INVESTMENT TRUST: FIDELITY DIVERSIFIED INTERNATIONAL 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 May
19, 1999 at 11:00 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_____________, 199_
---------------------------------------
---------------------------------------
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 315910802/fund # 325
<PAGE>
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with their best
judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
- --------------------------------------------------------------------------------
1. To approve an amended FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
management contract for the
fund.
DIF pxc 0399 cusip # 315910802/fund# 325
<PAGE>
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
OR
For faster, more convenient voting
use the phone
(SEE _______________ FOR COMPLETE INSTRUCTIONS.)
VOTE BY PHONE: Call toll-free _____________________
***YOUR PERSONAL CONTROL NUMBER: __________***
Your prompt response will save your fund the expense of additional
mailings.
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------
FIDELITY INVESTMENT TRUST: FIDELITY DIVERSIFIED INTERNATIONAL FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson
3d, Gerald C. McDonough, and Eric D. Roiter, or any one or more of them,
attorneys, with full power of substitution, to vote all shares of FIDELITY
INVESTMENT TRUST as indicated above 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 May 19, 1999, at 11:00 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_____________, 199_
---------------------------------------
---------------------------------------
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
(325, 349, 352, 342 HH)
<PAGE>
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with their best
judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
- --------------------------------------------------------------------------------
1. To approve an amended FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
management contract the fund.
INV pxc 0399 cusip #315910802 #325H
<PAGE>
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
OR
For faster, more convenient voting
use the phone
(SEE _______________ FOR COMPLETE INSTRUCTIONS.)
VOTE BY PHONE: Call toll-free _____________________
***YOUR PERSONAL CONTROL NUMBER: __________***
Your prompt response will save your fund the expense of additional
mailings.
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------
FIDELITY INVESTMENT TRUST: FIDELITY LATIN AMERICA FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson
3d, Gerald C. McDonough and Eric D. Roiter, or any one or more of them,
attorneys, with full power of substitution, to vote all shares of FIDELITY
INVESTMENT TRUST: FIDELITY LATIN AMERICA 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 May 19, 1999 at
11:00 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_____________, 199_
---------------------------------------
---------------------------------------
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 315910844/fund #349
<PAGE>
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with their best
judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
- --------------------------------------------------------------------------------
1. To amend the fund's industry FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
concentration limitation to permit
the fund to invest up to 35% of its total
assets in a single industry.
LAF pxc 0399 cusip # 315910844/fund# 349
<PAGE>
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
OR
For faster, more convenient voting
use the phone
(SEE _______________ FOR COMPLETE INSTRUCTIONS.)
VOTE BY PHONE: Call toll-free _____________________
***YOUR PERSONAL CONTROL NUMBER: __________***
Your prompt response will save your fund the expense of additional
mailings.
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------
FIDELITY INVESTMENT TRUST: FIDELITY LATIN AMERICA FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson
3d, Gerald C. McDonough, and Eric D. Roiter, or any one or more of them,
attorneys, with full power of substitution, to vote all shares of FIDELITY
INVESTMENT TRUST as indicated above 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 May 19, 1999, at 11:00 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 _____________, 199_
---------------------------------------
---------------------------------------
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
(325, 349, 352, 342 HH)
<PAGE>
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with their best
judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
- --------------------------------------------------------------------------------
1. To amend the fund's industry FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
concentration limitation to permit
the fund to invest up to 35% of its total
assets in a single industry.
INV pxc 0399
cusip #315910844 #349H
<PAGE>
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
OR
For faster, more convenient voting
use the phone
(SEE _______________ FOR COMPLETE INSTRUCTIONS.)
VOTE BY PHONE: Call toll-free _____________________
***YOUR PERSONAL CONTROL NUMBER: __________***
Your prompt response will save your fund the expense of additional
mailings.
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------
FIDELITY INVESTMENT TRUST: FIDELITY HONG KONG AND CHINA FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson
3d, Gerald C. McDonough and Eric D. Roiter, or any one or more of them,
attorneys, with full power of substitution, to vote all shares of FIDELITY
INVESTMENT TRUST: FIDELITY HONG KONG AND CHINA 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 May 19,
1999 at 11:00 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_____________, 199_
---------------------------------------
---------------------------------------
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 315910778/fund #352
<PAGE>
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with their best
judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
- --------------------------------------------------------------------------------
1 To amend the fund's industry FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
concentration limitation to
permit the fund to invest up
to 35% of its total assets in a
single industry.
HKC pxc 0399 cusip # 315910778/fund# 352
<PAGE>
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
OR
For faster, more convenient voting
use the phone
(SEE _______________ FOR COMPLETE INSTRUCTIONS.)
VOTE BY PHONE: Call toll-free _____________________
***YOUR PERSONAL CONTROL NUMBER: __________***
Your prompt response will save your fund the expense of additional
mailings.
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------
FIDELITY INVESTMENT TRUST: FIDELITY HONG KONG AND CHINA FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson
3d, Gerald C. McDonough, and Eric D. Roiter, or any one or more of them,
attorneys, with full power of substitution, to vote all shares of FIDELITY
INVESTMENT TRUST as indicated above 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 May 19, 1999, at 11:00 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_____________, 199_
---------------------------------------
---------------------------------------
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
(325, 349, 352, 342 HH)
<PAGE>
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with their best
judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
- --------------------------------------------------------------------------------
1 To amend the fund's industry FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
concentration limitation to
permit the fund to invest up to
35% of its total assets in a
single industry.
INV pxc 0399 cusip #315910778 #352H
<PAGE>
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
OR
For faster, more convenient voting
use the phone
(SEE _______________ FOR COMPLETE INSTRUCTIONS.)
VOTE BY PHONE: Call toll-free _____________________
***YOUR PERSONAL CONTROL NUMBER: __________***
Your prompt response will save your fund the expense of additional
mailings.
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------
FIDELITY INVESTMENT TRUST: FIDELITY NORDIC FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson
3d, Gerald C. McDonough and Eric D. Roiter, or any one or more of them,
attorneys, with full power of substitution, to vote all shares of FIDELITY MT.
VERNON STREET TRUST: FIDELITY NORDIC 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 May 19, 1999 at 11:00
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_____________, 199_
---------------------------------------
---------------------------------------
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 315910752/fund #342
<PAGE>
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with their best
judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
- --------------------------------------------------------------------------------
1. To amend the fund's industry FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
concentration limitation to permit
the fund to invest up to 35% of its total
assets in a single industry.
NOR pxc 0399 cusip # 315910752/fund# 342
<PAGE>
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
OR
For faster, more convenient voting
use the phone
(SEE _______________ FOR COMPLETE INSTRUCTIONS.)
VOTE BY PHONE: Call toll-free _____________________
***YOUR PERSONAL CONTROL NUMBER: __________***
Your prompt response will save your fund the expense of additional
mailings.
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------
FIDELITY INVESTMENT TRUST: FIDELITY NORDIC FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson
3d, Gerald C. McDonough, and Eric D. Roiter, or any one or more of them,
attorneys, with full power of substitution, to vote all shares of FIDELITY
INVESTMENT TRUST as indicated above 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 May 19, 1999, at 11:00 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_____________, 199_
---------------------------------------
---------------------------------------
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
(325, 349, 352, 342 HH)
<PAGE>
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with their best
judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
- --------------------------------------------------------------------------------
1. To amend the fund's industry FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
concentration limitation to permit
the fund to invest up to 35% of its total
assets in a single industry.
INV pxc 0399 cusip #315910752 #342H
